Amended and Restated Joint Venture Agreement effective as of January 1, 2025 among Gatos Silver, Inc., Dowa Metals & Mining Co., Ltd., Minera Plata Real, S. de R.L. de C.V. and Operaciones San José de Plata, S. de R.L. de C.V

Exhibit 10.1

AMENDED AND RESTATED

JOINT VENTURE AGREEMENT

AMONG

GATOS SILVER, INC.

AND

DOWA METALS & MINING CO., LTD.

AND

OPERACIONES SAN JOSÉ DE PLATA, S. DE R.L. DE C.V

AND

MINERA PLATA REAL, S. DE R.L. DE C.V.

DATED AS OF

DECEMBER 19, 2024

TABLE OF CONTENTS

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AMENDED AND RESTATED JOINT VENTURE AGREEMENT

THIS AMENDED AND RESTATED JOINT VENTURE AGREEMENT is dated December 19, 2024 (the “Amendment Date”) with effect as of January 1, 2025 (the “Effective Date”)

AMONG

GATOS SILVER, INC. (formerly, Sunshine Silver Mining & Refining Corporation), a corporation incorporated under the laws of the State of Delaware

(“GSI”)

AND

DOWA METALS & MINING CO., LTD., a corporation incorporated under the laws of Japan

(“Dowa”)

AND

OPERACIONES SAN JOSÉ DE PLATA, S. DE R.L. DE C.V, a variable capital company (sociedad responsabilidad limitada de capital variable) incorporated under the laws of Mexico

(“OpCo”)

AND

MINERA PLATA REAL, S. DE R.L. DE C.V., a variable capital company (sociedad responsabilidad limitada de capital variable) incorporated under the laws of Mexico

(“MPR”)

WHEREAS, Los Gatos Luxembourg S. ar. L (“LuxCo”), Dowa, MPR, OpCo, GSI and Servicios San José De Plata, S. de R.L. de C.V. (“SSJDP”), entered into a Unanimous Omnibus Partner Agreement dated January 1, 2015 (as amended by Amendments No. 1 through No. 9 thereto, the “Original Agreement”) in respect of the exploration, development and operation of the Project (as defined herein);

AND WHEREAS, LuxCo and SSJDP have ceased to be parties to the Original Agreement as a result of LuxCo’s dissolution in 2018, prior to which all of the Participating Interest then held by LuxCo was transferred to GSI, and SSJDP’s merger with MPR in 2021, where MPR was the surviving entity;

AND WHEREAS, the Parties wish to amend and restate the Original Agreement as provided for in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby agree to amend and restate the Original Agreement, with effect as of the Effective Date, as follows:

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ARTICLE 1 – DEFINITIONS

Unless otherwise required by context, for the purposes of this Agreement, including all Exhibits hereto, the following terms will have the respective meanings specified below:

“A&R Offtake Agreement” means the amended and restated offtake agreement dated the Amendment Date between Dowa and Opco.

“A&R Services Agreement” means the amended and restated services agreement dated the Amendment Date by and among Dowa, Opco and MPR.

“Affiliate” means, in respect of a Person, any corporation or entity that directly or indirectly or through one or more intermediaries or otherwise Controls, or any corporation or entity that directly or indirectly through one or more intermediaries or otherwise is Controlled by, or is under common Control with, such Person; provided, however, that with respect to the Joint Venture Entities and GSI, “Affiliate” shall not include The Electrum Group LLC, Electrum Silver US LLC, Tigris Financial (International) L.P. and Tigris Financial Group Ltd. or any of their respective Affiliates (other than GSI and its subsidiaries).

“Agreement”, “this Agreement”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this agreement including the exhibits and all amendments hereto, and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof.

“Amendment Date” has the meaning given to that term in the Preamble.

“Applicable Accounting Standard” means GAAP or IFRS, as determined by the Board in its sole discretion from time to time, subject to Applicable Law.

“Applicable Law” means, from time to time and at any time, with respect to any Person, property or event:

“Approved Budget” has the meaning given to that term in Section 12.3.

“Approved Program” has the meaning given to that term in Section 12.3.

“Arbitration Panel” means a panel of arbitrators established pursuant to Section 19.2.

“Area of Interest” means the area outlined as the “Greater Los Gatos District” in Exhibit A.

“Articles” means, with respect to each Joint Venture Entity, its Articles or Deed of Incorporation as from time to time may be amended or restated.

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“Assets” means the Properties, Products, Business Information, and all other real and personal property, tangible and intangible, including existing or after-acquired properties and all contractual rights, relating to the Project.

“Auditors” means a firm of independent certified public accountants appointed from time to time by the Board as the auditors for each Joint Venture Entity.

“Available Cash” means an amount of available cash and cash equivalents of MPR and OpCo as determined by the Board, acting reasonably, subject to the requirement to, as of any applicable determination date, set aside as a combined cash reserve in the Joint Venture Entities at least the greater of:

“Board” means the MPR Board and/or OpCo Board, as applicable.

“Budget” means a detailed estimate of all costs to be incurred and a schedule of cash distributions to be made by each Joint Venture Entity with respect to a Program, both on an individual entity and consolidated basis.

“Budgeted Capital Call” has the meaning given to that term in Section 4.1(a).

“Business” has the meaning given to that term in Section 2.8.

“Business Day” means any day other than a Saturday, Sunday or any other day when banks in Mexico City, Mexico, Vancouver, Canada or Tokyo, Japan are not generally open for business.

“Business Information” means the terms of this Agreement, and any other agreement relating to any Joint Venture Entity, the Historical Data, and all information, data, knowledge and know-how, in whatever form and however communicated (including, without limitation, Confidential Information), developed, conceived, originated or obtained by any Partner in performing its Obligations under the Original Agreement or this Agreement, as applicable. The term “Business Information” will not include any improvements, enhancements, refinements or incremental additions to Partner Information that are or were developed, conceived, originated or obtained by any Partner in performing its Obligations under the Original Agreement or this Agreement, as applicable.

“By-laws” means, with respect to each Joint Venture Entity, its by-laws as from time to time amended or restated.

“Capital Call” means a call or request for a Capital Contribution in writing (which may include electronic mail) that is prepared by the Service Provider and issued by the Service Provider on behalf of MPR, specifying the amount of Capital Contribution to be contributed by each Partner receiving such notice in accordance with the terms of this Agreement.

“Capital Call Dispute Notice” has the meaning given to that term in Section 4.1(b).

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“Capital Contribution” means the amount of money and the fair market value of any other property contributed to the capital of any of the Joint Venture Entities by a Partner.

“Change of Control” means:

in each case, having the result of changing the Person or Persons exercising or having the ability to directly or indirectly exercise Control of such Person to include a Person that is not an Affiliate of such Person prior to such event; provided, however, that solely for the purpose of Section 16.11, none of the following shall be deemed constitute a Change of Control: (i) the First Majestic Transaction; (ii) any transfer (in any form) of equity interests, shares or other securities or interests of a Public Company Parent; (iii) any transfer (in any form) of equity interests, shares or other securities or interests of a Person to an Affiliate of such Person; or (iv) any amalgamation, arrangement, merger or reorganization of a Public Company Parent.

“Claim” means any claim, demand, lawsuit, proceeding, arbitration or governmental investigation, in each case, whether asserted, threatened, pending or existing.

“Concentrates” has the meaning given to that term in the A&R Offtake Agreement.

“Confidential Information” means all information, data, knowledge and know-how (including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques and processes) that derives independent economic value, actual or potential, as a result of not being generally known to, or readily ascertainable by, third parties and which is the subject of efforts to maintain its secrecy, including without limitation all analyses, interpretations, compilations, studies and evaluations of such information, data, knowledge and know-how generated or prepared by or on behalf of either of the Partners.

“Continuing Obligations” mean Obligations or responsibilities that are reasonably expected to continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

“Control” of a corporation or company means:

and “Controlled” has a corresponding meaning.

“Current LOMP” has the meaning given to that term in Section 11.3(c).

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“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day “SOFR Determination Date”) that is two U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) 3%. If by 5:00 p.m. (New York City time) on the second U.S. Government Securities Business Day immediately following any SOFR Determination Date has not been published on the SOFR Administrator’s Website, then the SOFR for such SOFR Determination Date will be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR.

“day” means a period of 24 consecutive hours, beginning and ending at 12:01 a.m. Mexico Time, provided that the reference date for any day will be the calendar date upon which the 24-hour period commenced.

“Default” has the meaning given to that term in Section 17.1.

“Default Notice” has the meaning given to that term in Section 17.1.

“Defaulting Partner” has the meaning given to that term in Section 17.1.

“Development” means all preparation (other than Exploration) for the removal and recovery of Products, including construction and installation of a mill or any other improvements to be used for the Mining, handling, milling, processing, or other beneficiation of Products, and all related Environmental Compliance.

“Diluted Partner” has the meaning given to that term in Section 3.4.

“Dowa” has the meaning given to that term in the Preamble.

“Dowa Secondees” means, collectively, the Operations Secondees and the VP Secondee.

“Effective Date” has the meaning given to that term in the Preamble.

“Electing Partner” has the meaning given to that term in Section 3.4.

“Elements Target Ranges” has the meaning given to that term in the A&R Offtake Agreement.

“Emergency Capital Call” has the meaning given to that term in Section 4.1(a).

“Emergency or Unexpected Expenditures” means, in case of emergency, any reasonable expenditures required in connection with reasonable action taken by the Service Provider that it deems necessary, acting reasonably, to protect life or the Assets or to comply with Applicable Laws and, in the case of Unexpected Expenditures, reasonable expenditures taken by the Service Provider on behalf of any Joint Venture Entity for unexpected events that are beyond its reasonable control and which do not result from a breach by it of its standard of care.

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“Encumbrance” or “Encumbrances” means mortgages, deeds of trust, security interests, pledges, liens, net profits interests, royalties or overriding royalty interests, other payments out of production, or other burdens of any nature.

“Enhancements” has the meaning given to that term in Section 20.2.

“Environmental Compliance” means actions performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Properties or other compliance with Environmental Laws.

“Environmental Laws” means Laws aimed at reclamation or restoration of the Properties forming the Project; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, ambient air, surface water and groundwater; and all other Laws applicable in Mexico relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes and that are applicable to the Project.

“Expansion” or “Modification” means (i) a material increase in Mining or production capacity; (ii) a material change in the recovery process; or (iii) a material change in waste or tailings disposal methods. An increase or change will be deemed “material” if it is anticipated to cost more than $15 million in capital expenditures to effect.

“Exploration” means all activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Products, including but not limited to additional drilling required after discovery of potential commercial mineralization, and including related Environmental Compliance.

“First Majestic” means First Majestic Silver Corp., a public company incorporated under the laws of British Columbia.

“First Majestic Transaction” means the indirect acquisition of all of the issued and outstanding common stock of GSI by First Majestic as contemplated in the agreement and plan of merger dated September 5, 2024 among First Majestic, Ocelot Transaction Corporation and GSI.

“Fiscal Year” has the meaning given to that term in Section 14.1.

“GAAP” means United States generally accepted accounting principles, consistently applied and as in effect from time to time.

“Global Anti-Corruption Laws” has the meaning given to that term in Section 2.12.

“Governmental Authority” any federal, state, provincial, or municipal government, parliament or legislature, or any regulatory authority, agency, tribunal, commission, ministry, board, department, institution or similar entity of any such government, parliament or legislature, or any court or other Law, regulation or rule-making entity, having jurisdiction in the relevant circumstances, and any Person acting under the authority of any such Governmental Authority.

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“Governmental Authorization” means any authorization, consent, approval, license, ruling, permit, certification, grant, right, privilege, order, judgment, ruling, directive, ordinance, decree, exemption, exoneration, filing or registration issued or required by any Governmental Authority.

“GSI” has the meaning given to that term in the Preamble.

“GSI Fees” has the meaning given to that term in Section 10.1(c).

“Historical Data” means maps, drill logs and other drilling data, core tests, pulps, reports, surveys, assays, analyses, production reports, Operations, technical, accounting and financial records, and other material information developed in Operations on the Properties, or related to the Assets, prior to the date of the Original Agreement.

“IFRS” means generally accepted accounting principles for publicly accountable enterprises being International Financial Reporting Standards as approved by the International Accounting Standards Board, as those principles may be amended from time to time, consistently applied to the relevant financial statements or records.

“Indemnified Partner” has the meaning given to that term in Section 15.3(a).

“Indemnifying Partner” has the meaning given to that term in Section 15.3(a).

“Indemnitee” has the meaning given to that term in Section 15.1(a).

“Insolvency Event” means, in respect of a Party, any one or more of the following:

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“Insolvency Laws” means the bankruptcy, insolvency, creditor protection or similar Laws of the jurisdiction of incorporation of each Party, as applicable, or any successor Applicable Law, and the bankruptcy, insolvency, creditor protection or similar Applicable Law of any other jurisdiction (regardless of the jurisdiction of such application or competence of such Applicable Law).

“Joint Venture Entity” means each of MPR and OpCo, and collectively, the “Joint Venture Entities”.

“Law” or “Laws” means all applicable federal, provincial, state and local laws (statutory, civil or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature.

“LOMP” has the meaning given to that term in Section 11.3(c).

“Losses” means in respect of a Person and in relation to a matter, any and all losses, damages, costs, expenses, charges (including all penalties, assessments and fines) which that Person suffers, sustains, pays or incurs in connection with that matter and includes reasonable costs of external legal counsel and other professional advisors and consultants and reasonable costs of investigating and defending claims arising from the matter if those claims are sustained and also includes Taxes on a settlement payment or damage award in respect of that matter but does not include punitive, special, consequential or indirect losses or loss of profit.

“LuxCo” has the meaning given to that term in the Recitals.

“Major Decision” has the meaning given to that term in Exhibit B.

“Managers” means the MPR Managers or OpCo Managers, as applicable.

“Material Loss” has the meaning given to that term in Section 15.3(a).

“Mining” means the mining, extracting, producing, beneficiating, handling, milling or other processing of Products.

“MLS” has the meaning given to that term in Section 5.4(a).

“MLS Secondees” has the meaning given to that term in Section 5.4(a).

“MPR” has the meaning given to that term in the Preamble.

“MPR Board” means the Board of Managers of MPR established under Section 6.1 of this Agreement.

“MPR Managers” mean the individuals who are from time to time duly elected MPR Managers of the MPR Board, or their duly appointed alternates.

“Notice of Acceptance” has the meaning given to that term in Section 16.2(b).

“Obligations” of a Party means all of its covenants, agreements, obligations, duties, liabilities, representations and warranties under this Agreement, Applicable Law, or otherwise incurred in its capacity as a Partner, including any guarantees provided by a Partner of any obligations of any Joint Venture Entity.

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“OpCo” has the meaning given to that term in the Preamble.

“OpCo Board” means the Board of Managers of OpCo established under Section 8.1 of this Agreement.

“OpCo Managers” mean the individuals who are from time to time duly elected OpCo Managers of the OpCo Board, or their duly appointed alternates.

“Operations” means the activities carried out under this Agreement including Exploration, Development and operation of the Project and the marketing and sale of Products.

“Operations Committee” has the meaning given to that term in Section 6.8.

“Operations Secondees” has the meaning given to that term in Section 5.3(a).

“Ordinary Course of Business” means the ordinary course of the Business consistent with past practices.

“Original Agreement” has the meaning given to that term in the Recitals.

“Participating Interest” of a Partner means, with respect to each Joint Venture Entity, the ratio of (i) the aggregate Capital Contributions made by such Partner to (ii) the aggregate Capital Contributions made by all Partners, expressed as a percentage. Participating Interests will be calculated to four decimal places and rounded to three decimal places as follows: Decimals of .0005 or more will be rounded up (e.g., 1.5186% rounded to 1.519%); decimals of less than .0005 will be rounded down (e.g., 1.5143% rounded to 1.514%). The Participating Interests of the Partners as of the Amendment Date are set forth in Section 3.1 of the Agreement.

“Public Company Parent” means, in relation to a Partner:

provided, the avoidance of doubt, that a Partner that is not, and is not Controlled by, a company the shares of which are listed on a stock exchange shall not be deemed to have a Public Company Parent.

“Partner” or “Partners” means any Person who is a holder of a Participating Interest from time to time and its respective successors, assigns and legal representatives and where the context requires will mean one or more such Persons; and, as of the Amendment Date, means GSI and Dowa.

“Partner Information” means all information, data, knowledge and know-how, in whatever form and however communicated (including, without limitation, Confidential Information but excluding the Historical Data), which, as shown by written records, was developed, conceived, originated or obtained by a Partner (a) prior to entering into the Original Agreement, or (b) independent of its performance under the terms of the Original Agreement or this Agreement, as applicable.

“Party” means a party to this Agreement and “Parties” means all parties to this Agreement.

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“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Authority.

“Products” means all ores, minerals and mineral resources produced in connection with the Project from the Properties from time to time.

“Program” means a description in reasonable detail of Operations to be conducted and objectives to be accomplished by the Joint Venture Entities for a period determined by the Board.

“Project” means the silver, lead and zinc mine project known as the Los Gatos Project located approximately 120 kilometers south of the state capital of Chihuahua City, Mexico, comprised of concession rights and assets acquired and owned by the Joint Venture Entities covering approximately 103,000 hectares and certain surface access rights, as set forth on the map attached as Exhibit A

“Project Financing” means any financing approved by the Board and obtained by the Joint Venture Entities for the purpose of placing a mineral deposit situated on the Properties into commercial production, but will not include any such financing obtained individually by any Partner to finance payment or performance of its Obligations under the Agreement.

“Properties” means the mining concessions set out in the map in Exhibit A and all other mining concessions or other interests in real property within the Area of Interest or relating to the Project that are acquired by any Joint Venture Entity.

“Records” means all of the books, records and data, including books of account, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files, electronically stored data and other data, together with the tapes, disks, diskettes, drives and other data and software storage media of the Joint Venture Entities and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of the Joint Venture Entities with respect to the foregoing maintained with or by any other Person).

“Representative” has the meaning given to that term in Section 6.8.

“Requisite Partner Approval” means approval of the Partners holding, in the aggregate, at least 90% of the Participating Interests in MPR and OpCo; provided that if Dowa’s Participating Interest in MPR and OpCo is diluted or otherwise reduced to less than ten percent, the unanimous approval of Dowa and GSI will be required to make any of the Major Decisions described in items (b), (c), (m) and (u) of Exhibit B.

“Restricted Person” means any Person who, or any member of a group of Persons acting together, any one of which:

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“ROFR Interest” has the meaning given to that term in Section 16.2(a).

“ROFR Notice” has the meaning given to that term in Section 16.2(a).

“Service Provider” has the meaning given to that term in Section 10.1(a).

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator;

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate);

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time;

“SOFR Determination Date” has the meaning given to that term in the definition of “Daily Simple SOFR”;

“SOFR Rate Day” has the meaning given to that term in the definition of “Daily Simple SOFR”;

“SSJDP” has the meaning given to that term in the Recitals.

“Taxes” includes all present and future taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and other charges of any nature imposed by any Governmental Authority at a federal, local or municipal level, including production, income, capital, withholding, consumption, sales, use, transfer, goods and services, harmonized sales or other value-added, excise, customs, anti-dumping, countervail, net worth, stamp, registration, franchise, payroll, employment, health, social security, education, business, school, property, local improvement, development, education development and occupation taxes, together with all fines, interest, penalties on or in respect of, or in lieu of or for non-collection of, those taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and other charges, or taxes of any kind for which the Joint Venture Entities may have any liability whether disputed or not and all employment insurance premiums.

“Transaction Document” means this Agreement, the A&R Offtake Agreement and the A&R Services Agreement.

“Transfer” means, when used as a verb, to sell, grant, assign, create an Encumbrance, pledge or otherwise convey, or dispose of or commit to do any of the foregoing, or to arrange for substitute performance by an Affiliate or third party (except as permitted under Section 16.4), either directly or indirectly (which, for greater certainty, excludes any Change of Control of a Partner, or any effect of such Change of Control); and, when used as a noun, means such a sale, grant, assignment, Encumbrance, pledge or other conveyance or disposition, or such an arrangement. The term “Transferred,” and other forms of the word “Transfer” will have the correlative meanings.

“Transferee” means any Person to whom a Partner has made or agreed (conditionally or otherwise) to make a Transfer.

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“Transferor” means a Partner that has made or agreed (conditionally or otherwise) to make a Transfer.

“Transferring Partner” has the meaning given to that term in Section 16.2.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities;

“VP Secondee” has the meaning given to that term in Section 5.3(b).

The following Exhibits are attached to and form an integral part of this Agreement:

Exhibit A Properties and Area of Interest

Exhibit B Major Decisions

For all purposes of this Agreement, unless the context otherwise requires:

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ARTICLE 2 – SCOPE AND NATURE OF PARTNER RELATIONSHIP/BUSINESS

This Agreement will govern and define the respective rights, interests, powers and Obligations of each of the Partners to each other and to each Joint Venture Entity as legal and beneficial owners of Participating Interests and provide for the management of the business of each Joint Venture Entity.

Each Partner will devote such time and attention to the Joint Venture Entities as will be reasonably necessary to permit the effective operation and management of the Joint Venture Entities in accordance with the terms of this Agreement and the A&R Services Agreement, and to satisfy such Partner’s Obligations.

Each of the Partners covenants and agrees that it will vote or cause to be voted the Participating Interest held by it to accomplish and give effect to the terms and conditions of this Agreement. In the event of any conflict between the provisions of this Agreement and the Articles or the By-laws of any Joint Venture Entity, the provisions of this Agreement will govern to the extent of the conflict. Each of the Partners agrees to vote or cause to be voted the Participating Interest held by it so as to cause the Articles or the By-laws of each Joint Venture Entity to be amended to resolve any such conflict in favor of the provisions of this Agreement.

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Each Joint Venture Entity by its execution hereof acknowledges that it has actual notice of the terms of this Agreement, consents hereto and hereby covenants with each of the Partners that it will at all times during the term of this Agreement be governed by the terms and provisions hereof in carrying out its business and affairs and, accordingly, will give or cause to be given such notices, execute or cause to be executed such documents and do or cause to be done all such acts, matters and things as may from time to time be necessary or required to carry out the terms and intent hereof.

Each Partner agrees that (i) any breach of this Section 2.6 will cause the other Partners irreparable harm and (ii) without prejudice to whatever rights and recourse the other Partners may have against the breaching Partner, the other Partners may enforce their rights under this Section 2.6 by way of injunction and will be entitled to specific performance and other injunctive relief, without the posting of a bond or other security as a remedy for any such breach or threatened breach, in order to enjoin or restrain any breach or threat of breach of any of the provisions of this Section 2.6 in addition to any other remedies the other Partners may have at law or in equity.

If share certificates or other form of certificated securities are issuable by the Joint Venture Entities under Applicable Law, then all such certificates will have endorsed thereon in bold type the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN AMENDED AND RESTATED JOINT VENTURE AGREEMENT DATED AS OF DECEMBER 19, 2024 AND SUCH SECURITIES ARE NOT TRANSFERABLE ON THE BOOKS OF [THE APPLICABLE JOINT VENTURE ENTITY] EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENT.

Unless otherwise approved by Requisite Partner Approval, the business of the Joint Venture Entities (“Business”) will be limited to the ownership, Development and Operation of the Project including, without limitation:

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The principal offices of each Joint Venture Entity will be at such place or places in Chihuahua, Mexico or such other place as the Board may from time to time determine. Written notice of, and any change to, such offices will be given to each Partner.

Except for the representations and warranties contained in Section 2.10, no Party makes any other express or implied representation or warranty regarding the transactions contemplated hereby, and each Party expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the other (including any opinion, information, projection, or advice that may have been or may be provided to a Party or any of its subsidiaries or Affiliates by a Party, its subsidiaries or Affiliates). No Party has relied on any representation or warranty of any other Party other than the representations and warranties set forth in Section 2.10. Each Partner represents to the other that in negotiating and entering into this Agreement it has relied solely on its own appraisals and estimates as to the value of the Assets and upon its own geologic and engineering interpretations related thereto.

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No Partner nor any Joint Venture Entity, their respective subcontractors, if any, nor any of their respective officers, directors, managers, employees or agents, shall make any payment or give anything of value, directly or indirectly, to any government official (including any director, employee or agent of any government department, agency or instrumentality, political party or candidate or government or state-owned or state-controlled enterprise) or official of any international organization or private party representative, to influence his, her or its decision in an improper manner, or to gain any other improper advantage for any Person in connection with this Agreement or such Party’s business activities. Without limiting the generality of the foregoing, the Parties specifically covenant and agree to strictly comply at all times with the provisions of the U.S. Foreign Corrupt Practices Act, the Corruption of Foreign Public Officials Act (Canada) and the anti-corruptions Laws of Mexico and any other nation in which either of the Joint Venture Entities does business (the “Global Anti-Corruption Laws”). In addition, each Partner and each Joint Venture Entity represent and warrant that it does not act as an agent or representative for, and is otherwise not affiliated with, any government, government official, political party, or government or government or state-owned or state-controlled enterprise, and shall advise the other Party promptly in writing prior to entering into any such relationship. Each Partners and each Joint Venture Entity, as applicable, shall immediately notify the other parties if it has any reason to believe that a violation of this Section 2.12 has occurred or may likely occur. Each Partner and each Joint Venture Entity, as applicable, shall cooperate fully in any investigation of any such potential violation.

ARTICLE 3 – INTERESTS OF PARTNERS

The aggregate Capital Contributions and the resulting respective Participating Interests in MPR and OpCo shall, notwithstanding any entries made in the accounting, financial or corporate records of the Joint Venture Entities or any other documents or agreements entered into at or prior to the Amendment Date, for the purposes of this Agreement be deemed to be as follows on the Amendment Date:

The Participating Interests in MPR and OpCo will be adjusted from time to time to reflect Capital Contributions made by the Parties.

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Each Partner will, from time to time, take all necessary actions, including execution of appropriate agreements, to pledge and subordinate its Participating Interests in the Joint Venture Entities, any liens it may hold which are created under this Agreement and any other right or interest it holds with respect to the Assets to any Project Financing.

In the event that a Partner’s Participating Interest in either MPR or OpCo falls below 5.0% (any such Partner, a “Diluted Partner”), the remaining Partner(s) shall have the right, but not the obligation, to purchase such Diluted Partner’s Participating Interest in all of the Joint Venture Entities by delivering the Diluted Partner written notice thereof (any Partner exercising such right, an “Electing Partner”); provided that for the purpose of this Section 3.4, a Partner’s Participating Interest shall be aggregated with Participating Interests held by any of its Affiliates, for purposes of determining whether it has fallen below the 5% threshold. The purchase price for such Participating Interest shall be the fair market value of such Participating Interests, determined as follows. Following receipt of the written notice described above, representatives from the Diluted Partner and each Electing Partner shall negotiate in good faith to determine the applicable fair market value. If the Diluted Partner and the Electing Partner(s) have been unable to agree on the fair market value of the subject Participating Interests within 45 days, the matter shall be referred to an independent qualified business valuator approved by both Partners, acting reasonably, and such business valuator will be instructed to determine the value of the Participating Interest without applying a minority discount. The cost of such valuation will be borne by the Electing Partner. Following the determination of the fair market value in accordance with this Section 3.4, the Electing Partners shall have a period of 45 days to consummate the acquisition of the subject Participating Interests from the Diluted Partner; provided, that such 45 day period shall be extended to allow for the Electing Partners to obtain all approvals and consents from any Governmental Authority and third Persons necessary for the consummation of such purchase.

A Partner may pledge its Participating Interest as security for financing required to satisfy Capital Calls with the prior written approval of the other Partner, which approval will not be unreasonably withheld, conditioned or delayed provided that: (a) such security is not granted to a Restricted Person; and (b) the pledge of security will not adversely impact in any material respect the ability of the Joint Venture Entities to obtain project financing.

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ARTICLE 4 - CONTRIBUTIONS

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Subject to Section 4.1, the Partners agree to make from time to time all additional cash Capital Contributions, that are called pursuant to Section 4.1(a) on an as needed basis, and in proportion to their respective Participating Interests in MPR and OpCo as of the date of the applicable Capital Call, and all such Capital Contributions shall be allocated to the Joint Venture Entities (as determined by the Board).

ARTICLE 5 – MANAGEMENT OF MPR

The MPR Board has exclusive authority to determine all matters related to overall management of the Business, subject to the provisions of Article 7 in respect of management of OpCo, and the explicit delegation of authority to OpCo pursuant to the terms hereof (which, for greater certainty, is subject to the rights and duties of GSI under the A&R Services Agreement). Except as specified in this Agreement, no Partner, MPR Manager or officer of MPR will have authority to act for, or assume any obligation or responsibility on behalf of, MPR without the prior written approval of the MPR Board.

The MPR Board may appoint such officers of MPR with such authorities, duties and responsibilities determined by the MPR Board as it deems necessary from time to time.

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(collectively, the “MLS Secondee Compensation”);

provided that if the MLS Secondee performs services for GSI, MLS or an Affiliate of GSI (other than a Joint Venture Entity) (“GSI Services”), which in the course of any year, account for more than 5% of the MLS Secondee’s ordinary working hours, GSI shall reimburse the relevant Joint Venture Entity for the MLS Secondee Compensation on a pro-rata basis, based on all time spent by such MLS Secondee on GSI Services.

ARTICLE 6 – MPR BOARD OF MANAGERS

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The Chairman of the MPR Board will be elected by a simple majority of the MPR Board. For the avoidance of doubt, the Chairman may also be an officer of MPR (including the President).

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Unless otherwise agreed in writing by the Partners, the MPR Board will not make any Major Decisions, or take any action, authorization or approval, or enter into any binding agreement with respect to any Major Decision, without having first obtained Requisite Partner Approval.

Neither the MPR Board nor any other committee established by the MPR Board will have authority to take any action inconsistent with the terms of this Agreement.

The MPR Board shall have the power to elect, delegate authority to, and remove such officers, employees, agents and Representatives of MPR as the MPR Board may from time to time deem appropriate. Any delegation of authority to take any action must be approved in the same manner as would be required for the MPR Board to approve such action directly. Any delegation of authority to OpCo shall only be to perform services and implement Major Decisions to the extent such delegated actions have received the Requisite Partner Approval.

Any MPR Manager or officer of MPR may also be a director or an officer or employee of a Partner or one or more Affiliates of a Partner.

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The MPR Board will establish an operations committee (“Operations Committee”) comprised of a minimum of two and a maximum of four individuals nominated by GSI and a minimum of two and a maximum of four individuals nominated by Dowa or their respective alternates (each, a “Representative” and collectively, the “Representatives”), with such responsibility and authority as may be designated by the MPR Board from time to time. Decisions of the Operations Committee will require unanimous approval of the Representatives, provided, however, that in the event the Operations Committee is unable to reach unanimous approval, each Representative may submit his own proposal or recommendations to the MPR Board. The Representative of a Defaulting Partner will be excluded from a vote on such decision. Minutes of the Operations Committee will be prepared and distributed to the Representatives for approval by the Representatives during the next Operations Committee meeting. The Operations Committee will meet at least monthly, unless otherwise agreed by unanimous approval of the Representatives. Each Partner will be entitled to appoint up to two observers to attend, but not participate in or vote at, meetings of the Operations Committee and no costs related to the observers attending the meetings will be reimbursed. The Operations Committee will have access to all information relevant to Operations and the Project.

The Operations Committee will not have any decision-making authority that is not expressly granted to it by the MPR Board, it being acknowledged that as of the Amendment Date no such authority has been delegated or granted to the Operations Committee, and will be responsible for advising and making recommendations to the President and the MPR Board on Operations. Unless otherwise agreed by Requisite Partner Approval, the Operations Committee’s mandate will include the following:

The MPR Board will establish a technical committee (“Technical Committee”) comprised of a minimum of two and a maximum of four Representatives of each of GSI and Dowa. The Technical Committee will not have any decision-marking authority, and shall provide advice and recommendations to the Operations Committee. The Technical Committee will meet at least monthly, unless otherwise agreed by unanimous approval of the Representatives.

None of the Partners or their Affiliates or their respective MPR Managers or officers will be:

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No action or omission permitted in accordance with the foregoing will be impugned or challenged on the basis of conflict interest or breach of fiduciary duty.

ARTICLE 7 – MANAGEMENT OF OPCO

OpCo Board has exclusive authority to determine all matters related to management of OpCo, subject to the delegation described below in Section 8.6 and the rights and duties of GSI under the A&R Services Agreement. Except as specified in this Agreement and the A&R Services Agreement, no Partner, OpCo Manager or officer of OpCo will have authority to act for, or assume any obligation or responsibility on behalf of, OpCo without the prior written approval of OpCo Board.

OpCo Board may appoint such officers of OpCo with such authorities, duties and responsibilities determined by OpCo Board as it deems necessary from time to time.

ARTICLE 8 – OPCO BOARD OF MANAGERS

The Chairman of OpCo Board will be elected by a simple majority of OpCo Board.

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Unless otherwise agreed in writing by the Partners, the OpCo Board will not make any Major Decisions, or take any action, authorization or approval, or enter into any binding agreement with respect to any Major Decision, without having first obtained Requisite Partner Approval.

Neither OpCo Board nor any other committee established by OpCo Board will have authority to take any action inconsistent with the terms of this Agreement.

OpCo Board shall have the power to elect, delegate authority to, and remove such officers, employees, agents and representatives of OpCo as OpCo Board may from time to time deem appropriate. Any delegation of authority to take any action must be approved in the same manner as would be required for OpCo Board to approve such action directly. The Partners hereby agree and acknowledge that OpCo Board shall, to the maximum extent permitted by Law but subject to Section 8.4, delegate to the officers and employees of OpCo the power to determine all matters related to the management of OpCo.

Any OpCo Manager or officer of OpCo may also be a director or an officer or employee of a Partner or one or more Affiliates of a Partner.

ARTICLE 9 – PARTNER MEETINGS

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ARTICLE 10 – SERVICE PROVIDER

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ARTICLE 11 – A&R OFFTAKE AGREEMENT, PRODUCTION AND PRODUCT QUALITY

In the event that Dowa’s Participating Interest in each Joint Venture Entity falls below 10% during the term of this Agreement as a result of a Transfer of its Participating Interest in such Joint Venture Entity to any Person that is not an Affiliate of Dowa in accordance with Article 16, then the A&R Offtake Agreement shall automatically be terminated and of no further force and effect upon the occurrence of such Transfer. In the event that Dowa’s Participating Interest in each Joint Venture Entity falls below 10% during the term of this Agreement, determined without taking into account any dilution of Dowa’s interest in MPR and/or OpCo, that may occur by virtue of Dowa electing not to invest in an Expansion or Modification or dilution (if any) resulting from a pro rata return of capital, then the A&R Offtake Agreement shall automatically be deemed suspended until such time, if any, as Dowa’s Participating Interest in such Joint Venture Entity(ies) equals or exceeds 10%; provided that if Dowa’s Participating Interests in any Joint Venture Entity falls below 10% in accordance with this sentence for a period of more than 90 days, then GSI shall have the right, but not the obligation, to cause OpCo to terminate the A&R Offtake Agreement.

At any time during the term of this Agreement, Dowa may, upon written notice to GSI, request to enter into an offtake agreement in respect of lead concentrate produced from the Project, which written request shall contain relevant terms and conditions for such offtake agreement. GSI will consider such request in good faith, taking into account such factors as it deems relevant (including without limitation any existing commitments for the disposition of lead concentrates and the terms and conditions proposed by Dowa in its written notice), but shall be under no obligation to cause OpCo to enter into an offtake agreement with Dowa in respect of lead concentrate. Any decision to enter any such offtake agreement with Dowa shall require Requisite Partner Approval.

GSI, and any of its successors or assigns, shall procure that the Joint Venture Entities shall:

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For the avoidance of doubt, it shall not constitute a breach of this Agreement if, having exercised commercially reasonable efforts to procure the achievement of the outcomes described in this Section 11.3 in accordance with good mining and processing practices, GSI fails to procure any or all of such outcomes. For the further avoidance of doubt, if GSI fails to use commercially reasonable efforts to achieve any of such outcomes, GSI shall be in breach of this Agreement.

ARTICLE 12 – PROGRAMS AND BUDGETS

Operations will be conducted, expenses (other than Emergency or Unexpected Expenditures) will be incurred, and additional Assets will be acquired only pursuant to Approved Programs and Approved Budgets. Every Approved Program and Approved Budget will provide for accrual of reasonably anticipated Environmental Compliance expenses for all Operations contemplated under the Approved Program and Approved Budget.

Proposed Programs and Budgets will be prepared by the Service Provider for a period of one year (or, in the cases of a Program and Budget for an Expansion or Modification, such other period of time as is reasonably required for the realization of such Expansion or Modification), or such other period as may be approved by Requisite Partner Approval, and will be submitted to the Board for review and consideration with all reasonable supporting documentation and annual production and operating plans for the applicable period by no later than October 15th of the prior calendar year. All proposed Programs and Budgets may include Operations, Exploration, Development, Mining and Expansion or Modification components, or any combination thereof, and following input from the Partners under Section 12.3 (and if required Requisite Partner Approval), will be reviewed and approved upon a vote of the Board in accordance with Section 6.4. Each Program and Budget approved by the Board, regardless of length, will be reviewed for approval at least once a year at a meeting of the Board. Upon receipt of a proposed Program and Budget, the Board will promptly deliver such proposed Program and Budget to each Partner.

Within 30 days after receipt of a proposed Program and Budget, each Partner will submit in writing to the Board (except in the case of any Program or Budget requiring Requisite Partner Approval, in which case each Partner will make its submission within 60 days after receipt thereof):

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If a Partner fails to give any of the foregoing responses within the allotted time, the failure will be deemed to be a vote by the Partner for approval of the proposed Program and Budget (to the extent Requisite Partner Approval is required for such Program and Budget). If a Partner makes a timely submission to the Board pursuant to Sections 12.3(a), (b) or (c), then MPR working with the other Partner will seek for a period of time not to exceed 20 days to develop a complete Program and Budget acceptable to both Partners (without derogating from the fact that no Requisite Partner Approval is required for any Program and Budget that does not constitute a Major Decision). MPR will then call a Board meeting for purposes of reviewing and voting upon the proposed Program and Budget in accordance with Section 12.2. If no alternative proposed Program and Budget is approved by the Board, then, until a new Program and Budget is approved, the last approved Program and Budget will be used and deemed approved by the Board, subject to increases required as a result of Applicable Law, or indexing required to reflect inflation based on the consumer price index data for Mexico, or other appropriate indexing approved by Requisite Partner Approval. Any Program approved by the Board hereunder (after obtaining Requisite Partner Approval if it the Program and Budget constitutes a Major Decision) shall be referred to as an “Approved Program” and any associated Budget approved hereunder in the same manner shall be referred to as an “Approved Budget”. Notwithstanding Dowa’s review of, or input on, any Program or Budget, no Dowa approval shall be required in connection with any Program or Budget that is not a Major Decision; and, for the avoidance of doubt, any Program and Budget that is not a Major Decision that is approved only by GSI, or only GSI’s representatives on the Board, in such circumstances will be an Approved Program and Approved Budget.

In respect of any Approved Program or Approved Budgets, the Service Provider will promptly notify the Board of any material departure from an Approved Program or Approved Budget. Without limiting the foregoing, the Board shall provide prompt information to Dowa in respect of any cost variances of any major cost categories, which, as of the Amendment Date, are the following (and which are subject to change from time to time as agreed by the Parties): (i) mining; (ii) milling; (iii) site general & administrative; (iv) freight and handling; (v) smelting and refining; (vi) administration of the Joint Venture Entities and management fees; and (vii) capital expenditures, of 10% or more from the relevant Program and Budget, and, in such event, Dowa shall have the right to participate in meetings with GSI to discuss how to address such variances or prevent future such variances.

GSI may from time to time prepare, or cause the Service Provider to prepare, a Program and Budget contemplating an Expansion or Modification, for presentation to the Partners, either as part of the ordinary annual budgeting process, or as a separate, stand-alone Program and Budget for the relevant Modification or Expansion. If any such Program and Budget does not receive the Requisite Partner Approval within 90 days of its having been presented to the Partners in accordance with this Article 12, GSI may elect to fully fund and execute the relevant Program and Budget, diluting Dowa’s Participating Interests in each of the Joint Venture Entities on a straight-line basis, taking into account all capital contributions made by each Partner to the Joint Venture Entities, without, however, accounting for any distributions or returns of capital, such that the denominator in the applicable dilution formula would, as of the Amendment Date, be $391 million for GSI and $168 million for Dowa (subject to subsequent adjustment for Capital Contributions by each of Dowa and GSI, or by GSI as a result of any Expansion or Modification sole-funded by GSI in accordance with this Section 12.5); provided that, in the event of a sole-funding decision by GSI, Dowa shall have a one-time option to avoid dilution, within 30 days of GSI providing Dowa written notification of the completion of the relevant Modification or Expansion, by reimbursing GSI for its pro-rata share of the funding provided by GSI for the relevant project, plus a 15% mark-up and interest on the marked-up amount at SOFR plus 2%. Except as set forth in this Section 12.5, no Partner can compel any Expansion or Modification.

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ARTICLE 13 – DIVIDENDS

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No changes to the distribution policy described in this Article 15 will be made by the Board without Requisite Partner Approval. Any such distributions so approved shall be paid to the Partners of record in each such Joint Venture Entity in accordance with their respective Participating Interest in each such Joint Venture Entity.

Dividends shall be the default method of distributions and the Joint Venture Entities shall not effect distributions via capital reductions if the Joint Venture Entities receive a notice from one Partner or the other that this would produce an adverse result for the Partner.

ARTICLE 14 – ACCOUNTING/REPORTING

The fiscal year (“Fiscal Year”) of each Joint Venture Entity will be determined by Requisite Partner Approval in accordance with the requirements of the Applicable Laws as soon as reasonably practicable after execution and delivery of this Agreement.

The books of account and Records for each Joint Venture Entity will be kept and maintained by such Joint Venture Entity at such place in the United Mexican States as the Board will determine and will be kept by such Joint Venture Entity and made available to Partners during the term of this Agreement and for a period of seven years after termination of this Agreement.

The financial records and other books and Records of each Joint Venture Entity will be maintained by such Joint Venture Entity on an accrual basis in accordance with the Applicable Accounting Standard and will show all items of income and expense and all Assets and liabilities in accordance with the Applicable Accounting Standard. In addition to the audited financial statements set forth in Section 14.4(a), the Joint Venture Entities shall deliver to the Partners, within 45 days after the end of each calendar quarter, unaudited quarterly financial statements in accordance with the Applicable Accounting Standard. Any Partner may require the preparation of quarterly financial statements in accordance with whichever of GAAP or IFRS that is not then the Applicable Accounting Standard, provided that such Partner bears any incremental cost associated with the preparation of such financial statements.

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MPR will be required to prepare and submit to each Partner a monthly report containing (i) consolidating monthly statements of account reflecting in reasonable detail the financial condition of the Joint Venture Entities including a balance sheet, profit and loss statement and cash flow statement and (ii) a summary of the Project’s Operations including technical data and activities, by no later than 10 Business Days after the end of each month.

Unless otherwise agreed in writing by the Parties, MPR will be required to prepare and provide to each Partner a weekly operations report and a daily mine and process plant report, as well as all other reports that Dowa received on a regular basis in the year prior to the Amendment Date, including the reports set out in Exhibit C, which may be amended from time to time as agreed by unanimous approval of the Partners.

ARTICLE 15 – INDEMNIFICATION AND INSURANCE

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then the Indemnitee will have the right, at its own cost and expense, to defend such Claim.

If any Partner is held liable to a Person that is not a Partner or an Affiliate of a Partner for any Loss or Claim of any Joint Venture Entity, such Partner will be entitled to contribution from each other Partner of such other Partner’s pro rata share of such Loss or Claim (determined on the basis of Partners’ Participating Interests in such Joint Venture Entity as of the date on which the Loss or Claim arose), except to the extent that such Loss or Claim results from such Partner’s Default, fraud, gross negligence, willful misconduct or knowing violation of this Agreement or Applicable Law. The provisions of this Section 15.2 will survive termination of this Agreement, a Person ceasing to be a Partner or any purchase or Transfer made pursuant hereto with respect to any liability that accrues prior to such termination, withdrawal, purchase or Transfer.

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The Board will determine all insurance limits, deductibles and other related matters required to be addressed in connection with insurance held by the applicable Joint Venture Entity in respect of such Joint Venture Entity, and its Managers and officers.

ARTICLE 16 – TRANSFERS

Except as expressly permitted in this Article 16, no Partner may Transfer any Participating Interest in any Joint Venture Entity in whole or in part, and no Partner may Transfer less than its entire Participating Interests in all Joint Venture Entities.

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Subject to Section 16.5, if a Partner (the “Transferring Partner”) wishes to Transfer its Participating Interests:

Subsection 16.2 will not apply to:

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Subject to the terms and conditions of Section 16.5, a Partner may Transfer all of its Participating Interest in all of the Joint Venture Entities to an Affiliate provided that any such Transfer will not be effective until the Transferor and the Transferee have entered into an agreement with the other Partner (which agreement will not constitute a novation without the specific agreement of the other Parties) whereby such Transferor and Transferee agree that:

and unless all Parties agree to release the Transferor from its Obligations under this Agreement, the Transferor will continue to be jointly and severally liable with the Transferee for such Obligations.

A Person who is not a Partner may become a Partner by virtue of a Transfer only upon the following conditions:

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Notwithstanding any other provision of this Agreement, no Partner will be entitled to Transfer its Participating Interest in any Joint Venture Entity:

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Upon completion of any Transfer permitted pursuant to the terms of this Agreement, the Transferee will be a Partner in substitution for, or in the case of a partial Transfer, in addition to, the Transferring Partner, upon execution of a counterpart of this Agreement and compliance with the terms and conditions of this Article 16. Except as provided in this Article 16, no Transfer will give rise to a right in any Transferee to become a Partner. No Transfer will relieve the Transferring Partner of liability under this Agreement, Applicable Laws or otherwise in respect of the Transferred Participating Interest for matters arising or events occurring prior to the completion of, or in respect of, the Transferred Participating Interest. Upon the Transfer of a Partner’s entire Participating Interest (except a Transfer by mortgage, lien, pledge or other Encumbrance but including a Transfer resulting from a default in connection with such mortgage, lien, pledge or other Encumbrance), such Partner will have no further Participating Interest (other than those expressed as surviving such Transfer) except its rights and Obligations under Article 16 and Article 20 which will survive such Transfer.

Any Transfer of a Participating Interest in any Joint Venture Entity or any part thereof by a Partner in violation of the terms of this Agreement will be void and will not be recognized by the applicable Joint Venture Entity, provided, however, that nothing herein will be deemed to limit any right or remedy that the applicable Joint Venture Entity or any other Partner may have against such Partner.

The provisions of this Agreement relating to Participating Interests of the Joint Venture Entities will apply mutatis mutandis to any shares or securities or other ownership interests into which such Participating Interests may be converted, changed, reclassified, redivided, redesignated, redeemed, subdivided or consolidated; to any shares or securities or other ownership interests that are received by a Partner as a stock dividend or distribution payable in shares or securities or other ownership interests; and to any shares or securities or other ownership interests of any successor or continuing company or corporation to the applicable Joint Venture Entity that may be received by the Partner on a reorganization, amalgamation, consolidation or merger, statutory or otherwise.

No Party shall agree to a Change of Control that would cause it or its successor to be a Person described in paragraph (a) or (d) of the definition of “Restricted Person” or a Japanese trading house or Japanese smelter company.

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ARTICLE 17 – DEFAULT

A Partner will be a “Defaulting Partner” in the following circumstances:

in each circumstance (a “Default”) and the applicable Joint Venture Entity or any other Partner has given a notice to such Partner (a “Default Notice”) specifying particulars of the Default and the Partner has not cured the Default within any applicable cure period.

All Default Notices will be copied to the applicable Joint Venture Entity and all Partners. If a Partner is a Defaulting Partner and the event or circumstance that caused it to be a Defaulting Partner has been cured or ceased to exist, it will thereupon cease to be a Defaulting Partner.

If a Default has not been remedied within the cure period provided in subsection 17.1, the applicable Joint Venture Entity will, in good faith and as soon as reasonably practicable, determine the Losses to the applicable Joint Venture Entity or the other Partner, or both, resulting from such Default. The applicable Joint Venture Entity will notify each of the Partners of the amount so determined. All dividends or other Distributions otherwise payable by the applicable Joint Venture Entity to a Defaulting Partner will be applied by the applicable Joint Venture Entity as compensation to the applicable Joint Venture Entity or the other Partner, as the case may be, for such Losses until the applicable Joint Venture Entity or the other Partner, as the case may be, has fully recovered all such Losses, at which time the Default will have been cured and such Defaulting Partner will no longer be a Defaulting Partner hereunder.

For so long as a Partner is a Defaulting Partner, it and its Managers’ rights as a Partner or Manager, respectively, including voting rights, will be suspended until such Partner ceases to be a Defaulting Partner, provided that the Defaulting Partner and its Managers will continue to be entitled to receive notices, financial statements and other information and to attend (but not vote at) meetings of Partners and Managers. A Defaulting Partner will remain obligated for all its liabilities as a Partner that accrue prior to and during the period of time such Partner is a Defaulting Partner, including any such liabilities maturing thereafter but originating from actions taken prior thereto. In the event that a Partner is a Defaulting Partner as a result of failure to make any Capital Contribution required to be made hereunder, then the other Partner may, in its sole discretion, elect to pay all of a portion of such Defaulting Partner’s Capital Contribution, and such Defaulting Partner’s Participating Interest in each Joint Venture Entity shall be reduced to reflect the amounts paid by the other Partner (and such amounts paid by the other Partner shall be deemed to be Capital Contributions made by the other Partner to each Joint Venture Entity hereunder), and upon such reduction, such Partner will cease to be a Defaulting Partner.

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ARTICLE 18 – TERMINATION AND DISSOLUTION

Subject to the other terms and conditions of this Agreement, including the provisions of Section 18.2, this Agreement and each Joint Venture Entity will continue in existence from the Effective Date until:

Except as otherwise specifically provided in this Agreement, no Partner will have the right to ask for dissolution or winding up of any Joint Venture Entity’s affairs or the Distribution of assets, without the prior written consent of all the other Partners.

The Partners will cause a Joint Venture Entity to be wound up and dissolved forthwith upon the happening of any of the following events:

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ARTICLE 19 – DISPUTE RESOLUTION

Any dispute among the Parties arising out of or in connection with this Agreement:

In the event of the Parties being unable to resolve any dispute under Section 19.1, any such dispute will be resolved: (a) in the case of a purely technical matter, by an expert agreed to by the Parties, acting reasonably; and (b) in the case of any other matter, by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and each Party hereby consents to any such disputes being so resolved. Each Party will have the right to nominate one arbitrator each and the arbitrators so nominated will jointly nominate an arbitrator to act as chairman. In the event of being unable to agree on such an arbitrator, the Parties will proceed to the American Arbitration Association for the nomination of this arbitrator. The arbitration proceedings will take place in New York, New York in the English language. The arbitrators will decide ex aequo et bono and in their award the extent to which the Parties will bear the arbitration costs. Judgment on the award rendered in any such arbitration may be entered in any court having jurisdiction.

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ARTICLE 20 – CONFIDENTIALITY AND DISCLOSURE OF INFORMATION

All Business Information of each Joint Venture Entity will be owned by the applicable Joint Venture Entity. Both before and after the termination of a Joint Venture Entity, all Business Information may be used by any Partner for any purpose, without consulting with, or obligation to, the other Partner. Except as provided in Sections 20.3 and 20.4 or with the prior written consent of the other Partner, each Partner will keep confidential and not disclose to any third party or the public any portion of the Business Information that constitutes Confidential Information.

In performing its Obligations under this Agreement, no Partner will be obligated to disclose any Partner Information. If a Partner elects to disclose Partner Information in performing its Obligations under this Agreement, such Partner Information, together with all improvements, enhancements, refinements and incremental additions to such Partner Information that are developed, conceived, originated or obtained by any Partner in performing its Obligations under this Agreement (“Enhancements”), will be owned exclusively by the Partner that originally developed, conceived, originated or obtained such Partner Information. Each Partner may use and enjoy the benefits of such Partner Information and Enhancements in the conduct of the Joint Venture Entities hereunder, but the Partner that did not originally develop, conceive, originate or obtain such Partner Information may not use such Partner Information and Enhancements for any other purpose. Except as provided in Section 20.4, or with the prior written consent of the other Partner, which consent may be withheld in such Partner’s sole discretion, each Partner will keep confidential and not disclose to any third party or the public any portion of Partner Information and Enhancements owned by the other Partner that constitutes Confidential Information.

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Prior to making or issuing any press release or other public announcement or disclosure of Business Information that is not Confidential Information, a Partner will first consult with the other Partner as to the content and timing of such announcement or disclosure. If the other Partner from whom such approval is requested has not approved or has not reasonably refused such request within three Business Days of receiving such request, such other Partner will be deemed to have approved the press release or public announcement forming the subject matter of such request; provided that the foregoing shall not restrict any Partner from making any disclosure required by Applicable Law or the rules or regulations of a stock exchange or similar trading market applicable to the disclosing Partner.

ARTICLE 21 – GENERAL

This Agreement, including the Exhibits hereto, reflects the whole and entire agreement among the Parties and supersedes all prior agreements among the Parties related to the subject matter hereof, including the Original Agreement. This Agreement can be amended, restated or supplemented only by the written agreement of all Parties acting individually, provided, however, that any additional Partner may be admitted to a Joint Venture Entity in accordance with the provisions of Section 16.7.

All notices or other documents authorized or required to be given pursuant hereto will be in writing, and will be delivered by hand or courier delivery or transmitted by email:

If to GSI or any Joint Venture Entity:

Gatos Silver, Inc.

925 W Georgia Street, Suite 910

Vancouver, BC V6C 3L2

Attention:

Email:

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With a copy which shall not constitute notice to:

McCarthy Tétrault LLP

745 Thurlow Street, Suite 2400

Vancouver, BC V6E 0C5

Attention:

Email:

If to Dowa or any Joint Venture Entity:

Dowa Metals & Mining Co., Ltd.

14-1, Sotokanda 4-chome

Chiyoda-Ku, Tokyo

101-0021

Japan

Attention:

Email:

With a copy which shall not constitute notice to:

Torys LLP

1114 Avenue of the Americas, 23rd Floor

New York, New York 10036.7703 USA

Attention:

Email:

Any such notice or other document will be deemed to have been received:

Any Party may change its address for notice by giving notice to the other in the manner herein provided.

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Each of the Partners agree to execute and deliver all such other and additional instruments and documents and to do such other acts and things as may be reasonably necessary more fully to effectuate this Agreement or which are considered by any Joint Venture Entity to be necessary to comply with Applicable Law for the continuation, operation or good standing of such Joint Venture Entity.

Except for matters of title to the Properties or their Transfer, which will be governed by the law of their situs, this Agreement (including all exhibits and schedules hereto) and any disputes or Claim, action, suit or legal proceeding (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance, non-performance, interpretation, termination or construction of this Agreement will be governed by and construed in accordance with the Laws of the State of New York without giving effect to the principles of conflict of Laws that would permit or require the application of the substantive Laws of any other jurisdiction.

The Partners do not intend that there will be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule. Accordingly, if any right or option to acquire any interest in the Properties, in a Participating Interest, in the Assets, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, any such violation should inadvertently occur, the Partners hereby agree that a court will reform that provision in such a way as to approximate most closely the intent of the Partners within the limits permissible under such rules.

This Agreement may be executed in counterparts and delivered by electronic means (including counterparts provided for the execution by an additional Partner), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

The headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement.

No waiver by any Person of any default by any Partner or Partners in the performance of any provision, condition or requirement herein will be deemed to be a waiver of, or in any manner release the said Partner or Partners from performance of any other provision, condition or requirement herein; nor will such waiver be deemed to be a waiver of, or in any manner a release of, said Partner or Partners from future performance of the same provision, condition or requirement. Any delay or omission of any Partner to exercise any right hereunder will not impair the exercise of any such right, or any like right, accruing to it thereafter. No waiver of a right created by this Agreement by one or more Partners will constitute a waiver of such right by the other Partners except as may otherwise be required by law with respect to Persons not Parties. The failure of one or more Partners to perform its or their Obligations hereunder will not release the other Partners from the performance of such Obligations.

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Should any provision of this Agreement be deemed in contradiction with the Laws of any jurisdiction in which it is to be performed or otherwise be unenforceable for any reason, such provision will be deemed null and void, but this Agreement will remain in force in all other respects and in all other jurisdictions. Should any provision of this Agreement be or become ineffective because of changes in Applicable Law or the interpretations thereof, or should this Agreement fail to include a provision that is required as a matter of Law, the validity of the other provisions of this Agreement will not be affected thereby. If such circumstances arise, the Parties will negotiate in good faith appropriate modifications to this Agreement to reflect those changes that are required by Applicable Law.

Except as expressly provided in this Agreement, nothing herein expressed or implied is intended or will be construed to confer upon or to give any Person not a party hereto any rights to remedies under or by reason of this Agreement.

All rights and remedies under this Agreement are cumulative and in addition to other rights or remedies under this Agreement or any Applicable Law.

When calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date which is the reference day in calculating such period will be excluded. If the last day of such period is not a Business Day, the period in question will end on the next following Business Day. Time will be of the essence of this Agreement. Furthermore, for greater certainty, the failure of any Party to meet any deadline stated herein shall be a breach of contract and, in the event of any such failure and notwithstanding any other remedies available for such breach, if one Partner fails to meet a deadline and the other Partner has an immediately following obligation under this Agreement that is also subject to a deadline, such second Partner shall be allowed such extra number of days to satisfy such obligation as is the number of days by which the first Partner exceeded its deadline.

If there is a conflict or inconsistency between any provision of the main body of this Agreement and any Exhibit to this Agreement, the provision contained in the main body of this Agreement will govern and prevail to the extent of the conflict or inconsistency.

[Signature page follows]

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IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by as of the date first written above written.

[Signature Page to the Amended and Restated Joint Venture Agreement]

EXHIBIT A

PROPERTIES AND AREA OF INTEREST

A-1

EXHIBIT B

MAJOR DECISIONS

The following are considered “Major Decisions”, which require Requisite Partner Approval; provided, however that if such Major Decision was included in any Approved Program or Approved Budget, there shall not be a separate requirement to obtain Requisite Partner Approval prior to taking action in respect thereto:

B-1

B-2

B-3

EXHIBIT C

DOWA REPORTS

C-1

EXHIBIT D

DOWA SECONDEE REPORTS

D-1