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

DEFINITIONS

The term “A&R JVA” means that certain Amended and Restated Joint Venture Agreement by and among Buyer, Seller, GSI and MPR, dated as of the Signature Date.

The term “Affiliate” has the meaning given to such term in the A&R JVA.

The term “Budget” has the meaning given to such term in the A&R JVA.

The term “business day” means a calendar day, excepting for Saturday, Sunday or holidays in Japan, Mexico or Canada.

The term “Calendar Year” means any year commencing January 1 and ending December 31.

The term “CIF” means CIF as defined in Incoterms published in 2020.

The term “date of arrival” means the date the Notice of Readiness for discharge of the carrying vessel is tendered at the port of discharge.

The term “demurrage” means the amount payable by Buyer to Seller for not discharging the carrying vessel within the laytime allowed.

The term “despatch money” means the amount payable by Seller to Buyer for discharging the carrying vessel prior to the termination of laytime.

The abbreviation “dmt” means dry metric ton(s).

The term “Existing Plant” means the zinc concentrates plant existing at the Project as of the Signature Date as the same may be modified or expanded.

The term “Expansion” has the meaning given to such term in the A&R JVA.

The term “GSI” means Gatos Silver, Inc.

The term “IMSBC” means the International Maritime Solid Bulk Cargoes Code for Safe Practice as amended from time to time.

The term “kg” means kilogram.

The term “laytime” means the number of weather working days (or part thereof) or Sundays, if used, or legal, local and customary holidays, if used, in which Buyer has to discharge each concentrate shipment from the carrying vessel and is calculated by dividing the Bill of Lading wet tonnes discharged for each shipment by the discharge rate guaranteed by Buyer.

The term “Modification” has the meaning given to such term in the A&R JVA.

The term “MPR” means Minera Plata Real, S. de R.L. de C.V.

The term “ounce” means 31.1035 grams.

The term “Participating Interest” has the meaning given to such term in the A&R JVA.

The term “ppm” means parts per million.

The term “Program” has the meaning given to such term in the A&R JVA.

The term “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 Appendix A.

The term “smelter” means Buyer’s Iijima zinc smelter in Akita, Japan.

The terms “tonne” and “metric ton” mean 2,204.62 pounds or 1,000 kilograms, wet or dry basis as specifically stated herein.

The abbreviation “wmt” means wet metric ton(s).

QUALITY

In this Agreement, the term “Concentrates” shall mean zinc concentrates produced by the Joint Venture Entities at the Existing Plant.

Ag

Zn

Pb

Au

Cu

Fe

F

SiO2

As

Cd

S

Hg

Co

Ni

MgO

Al2O3

Sb

Mn

Na

Sn

BaSO4

Cl

K

Tl

Bi

Se

CaO

The moisture content of each shipment of Concentrates shall not exceed the transportable moisture limit provided in the IMSBC then in effect at the time of shipment.

QUANTITY

During the term of this Agreement, for so long as Buyer retains at least a 10% Participating Interest in each of MPR and Seller, determined without taking into account any dilution of Buyer’s interest in MPR and/or Seller that may occur by virtue of Buyer electing not to invest in an Expansion or Modification or dilution (if any) resulting from a pro rata return of capital, Buyer shall have the right and not the obligation, each year, to elect to purchase:

100%;

none; or

the lesser of: (A) 100%; and (B) a maximum tonnage specified by Buyer, which maximum tonnage shall be no less than 25% of the Preliminary Concentrates Budget (as defined below),

If a Preliminary Concentrates Budget is not delivered to Buyer by September 30 of any year, the period allowed to Buyer to make its election shall be extended by the number of days of delay in the delivery of the Preliminary Concentrates Budget, or Buyer may, in its discretion, make a Buyer Election in the absence of the relevant Preliminary Concentrates Budget. Moreover, if any proposed Program and Budget for the relevant year delivered in accordance with Section 12.2 of the A&R JVA contemplates production of Concentrates that differs by more than 10% from the relevant Preliminary Concentrates Budget, Buyer shall be afforded 15 additional days after the delivery of such proposed Program and Budget to make, or to revise, its Buyer Election.

In the event that Buyer does not elect, or is deemed to have elected not, to purchase any of the production of Concentrates for each of three consecutive years, then, at the option of Seller, to be communicated in writing to Buyer within 90 days of such circumstance arising, Buyer’s rights under this Clause 3 shall be suspended, and shall remain suspended until such time (if any) as such rights are revived at the election of Buyer, upon 12 months’ prior written notice from Buyer to Seller stating that Buyer wishes for its rights to be reinstated (a “Buyer Reinstatement Notice”). The rights shall then be reinstated for production of Concentrates in the Calendar Year following the reinstatement date, which reinstatement date, for the avoidance of date, shall be the date that is 12 months after the date of the Buyer Reinstatement Notice. For further clarity, a Buyer Election may be made in respect of the Concentrates in the following Calendar Year.

For so long as Buyer retains at least a 10% Participating Interest in each of MPR and Seller, determined without taking into account any dilution of Buyer’s interest in MPR and/or Seller, that may occur by virtue of Buyer electing not to invest in an Expansion or Modification or dilution (if any) resulting from a pro rata return of capital, Buyer shall have a definitive zinc offtake right with respect to any zinc concentrates produced by the Joint Venture Entities in the “Greater Los Gatos District” outlined in the attached as Appendix A, including concessions the Joint Venture Entities may acquire in the future, on the same commercial terms to those for the Concentrates, or at arm’s length terms to be negotiated if the product is of lesser quality.

DURATION / COMMERCIAL TERMS / NEGOTIATION

This Agreement shall be effective from the Effective Date and shall continue annually until Buyer gives a written notice of the termination of this Agreement to Seller no less than twelve (12) months before the end of the last Calendar Year for which this Agreement shall remain in effect.

Subject to the foregoing, the intention of both parties is for this Agreement to continue as long as Concentrates are produced and the A&R JVA has not been terminated in accordance with its terms.

The following pre-defined commercial terms (the “Pre-Defined Commercial Terms”) shall apply to all purchases and sales of Concentrates under this Agreement from and after January 1, 2025:

Treatment charges, escalators/de-escalators and metal payability (other than for silver) shall be determined in accordance with the benchmark terms published by Fastmarkets.

For silver content, there shall be a fixed deduction of [***] ounces per dmt, with the remainder of silver content being [***]% payable; provided that the [***]% payability percentage shall be reduced to match the global benchmark if the global benchmark payability percentage for silver content falls below [***]% for “standard” quality zinc concentrates.

There shall be a set fluorine penalty of USD [***], per dmt, for every [***] ppm of contained fluorine above the [***] ppm threshold.

There shall be a set silica (SiO2) penalty of USD [***], per dmt, for every percentage point by which the silica content exceeds [***]%.

There shall be a set iron penalty of USD [***], per dmt, for each percentage point by which the iron content exceeds [***]%.

There shall be a set arsenic penalty of USD [***], per dmt, for each one-tenth of a percentage point by which the arsenic content exceeds [***]%.

Buyer and Seller shall review, negotiate in good faith, and agree on all commercial terms other than the Pre-Defined Commercial Terms, as provided for in Clauses 9, 10, 11 and 12 annually, to ensure that such other terms reflect prevailing world market terms between arm’s length parties for long-term sales for shipments of similar quantity and quality of Concentrates to Japan for the period in which Concentrates shipments are scheduled; provided, however, if Buyer or Seller notifies the other party that any of such arm’s length terms have changed favourably to Buyer or Seller, as the case may be, Buyer and Seller shall negotiate in good faith to reflect such changed terms in this Agreement; provided, further, that no such obligation to negotiate shall apply to any changes relating to the Pre-Defined Commercial Terms. The intent of this paragraph (d) is to apply solely to renegotiation of commercial terms (other than the Pre-Defined Commercial Terms), and not legal terms under this Agreement, and neither party shall be liable to the other if it is unable to agree on any revisions to such commercial terms.

Except for the Pre-Defined Commercial Terms, Buyer and/or Seller may request additional commercial terms beyond those in Clauses 9, 10, 11 and 12 for negotiation, if such new additional commercial terms are justified as competitive International and/or Japanese market conditions for zinc concentrate with volumes, specifications and other terms and conditions similar to those in this Agreement. Buyer and Seller must negotiate and agree such additional commercial terms.

The freight and related handling and storage costs to transport Concentrates to the port of Akita, Japan, shall be borne by Seller. Notwithstanding the foregoing, if Buyer requires Seller to ship Concentrates in quantities less than standard 5,000 wmt or 4,000 wmt, as the case may be, Buyer will bear dead freight costs charged by the ship owner to fill the gap between 5,000 wmt and actually loaded tonnage or between 4,000 wmt and actually loaded tonnage, as the case may be. For the avoidance of doubt, if Buyer has asked Seller (or its intermediary) to ship 4,200 wmt of Concentrates, Buyer will bear all dead freight costs for shipping concentrate quantities less than 5,000 wmt and if Buyer has requested Seller to ship 3,500 wmt of Concentrates and Seller could only quote the freight cost for 4,000 wmt, Buyer will bear all dead freight costs for the difference of 500 wmt, if ship owner requires and charges Seller to pay such dead freight costs. This dead freight charge payment by Buyer shall be revised and agreed annually, taking into consideration the quality and quantity of Concentrates produced by Seller.

SHIPMENT

Seller shall arrange and pay for bulk Concentrates shipments in accordance with Buyer’s election or deemed election made under Clause 3, to the port of discharge in Akita, Japan nominated by Buyer for each shipment in accordance with Clause 6.

Seller shall deliver Concentrates on a vessel which shall meet berth accommodation restrictions as specified in Appendix B attached hereto.

Seller shall provide a shipping schedule to Buyer by November 30 of each year prior to the Calendar Year of Concentrates shipments. In the event that there are any substantial changes to the shipping schedule, Seller shall promptly give notice to Buyer.

DELIVERY

Each bulk Concentrates shipment shall be delivered by Seller to Buyer CIF FO (Free Out) Akita, Japan.

Buyer is responsible for discharge of Concentrates from the carrying vessel’s hold(s) and shall arrange and shall pay for all costs associated with discharge.

The carrying vessel used by Seller shall be classified highest Lloyd’s registration or equivalent and shall be no more than fifteen (15) years of age (provided, however, that if the age of the nominated vessel exceeds fifteen (15) years, Buyer will accept a vessel with an age of no more than twenty (20) years, provided that all additional cargo insurance caused by the age being above fifteen (15) years shall be for Seller’s account), single deck, bulk carrier otherwise suitable to discharge the Concentrates by grab having fully flat and unobstructed tank top without any protruding structures which might be a hindrance for the performance of normal grab discharge and/or the use of payloaders in holds. Spout trimming must be observed at loading port, not leveling.

Seller has responsibility to deliver Concentrates to the port of discharge in Akita, Japan nominated by Buyer at Seller’s own costs, even in case of loss or damage to the Concentrates or expense, if caused by insolvency or financial default of owners, managers, charterers, or operators of the carrying vessel, unless such cause also constitutes a Force Majeure Event as defined herein.

For discharge at Akita, Japan, Buyer guarantees a discharge rate of 2,500 wet tonnes per weather working day of 24 consecutive hours, Sundays and legal, local and customary holidays excepted unless used, and if used, actual time used to count as laytime used. Laytime shall commence at 08:00 a.m. of the immediately next working day after the carrying vessel has tendered Notice of Readiness for discharge, unless sooner commenced, whether in berth or not, but only after free pratique is granted. Notice of Readiness is to be tendered during office hours only from 08:00 a.m. to 05:00 p.m., Monday through Friday, and 09:00a.m.-12:00p.m. on Saturday that the performing vessel is ready in all respects to start discharging operations, whether in berth or not, after it has arrived at the port of discharge.

Demurrage or despatch money (as applicable) at the port of discharge shall be for Buyer’s account at those rates in Seller’s Charter Party for each shipment, provided that such rates are approved by Buyer, prior to each shipment.

If another cargo is being discharged from the same vessel at the Akita port,

In case of the Concentrates being discharged after the completion of discharge of such other cargo, laytime shall commence two (2) hours later after discharge completion of such cargo unless sooner commenced.

In the case of combined shipment with other cargoes, laytime shall be calculated based on the total quantity discharged at the Akita port and shall be proportionally allocated based on the Bill of Lading quantities.

TITLE AND RISK

PRICE

METAL PAYMENT

DEDUCTIONS, TREATMENT CHARGES AND ESCALATORS / DE-ESCALATORS

QUOTATIONAL PERIOD

SETTLEMENT

All invoices shall be prepared and issued by Seller in USD. All payments shall be made by wire transfer to such banks as Buyer and Seller, as the case may be, shall designate from time to time.

Seller shall present the following shipping documents to Buyer no later than seven (7) business days after the date of each shipment of Concentrates at the port of loading:

Full set of negotiable clean on board ocean Bills of Lading showing Freight Pre-paid, made out to the order of Seller and endorsed in blank.

The original Certificate of Insurance duly endorsed by Seller to Buyer.

Seller’s Weight and Assay Certificate.

Seller’s Provisional Invoice based on shipped weight, Seller’s provisional assays and prices upon the last market day prior to the date of Bills of Lading.

For each shipment, payment of the balance due to Seller will be made three (3) business days after presentation of Seller’s final invoice based on actual weight determined in accordance with Clause 14, final assays determined in accordance with Clause 15 and final price determined in accordance with the Pre-Defined Commercial Terms, and Clauses 8, 9, 10 and 11. If the amount on Seller’s final invoice is lower than the provisional payment, Seller shall remit to Buyer by wire transfer within three (3) business days after presentation of Seller’s final invoice; the excess of the provisional payment received by Seller.

Total and Partial loss:

Should a part of any shipment of Concentrates be lost or damaged after loading aboard the carrying vessel and before completion of weighing, sampling and determination of moisture, final settlement will be made as soon as all the necessary details are available based on Seller’s provisional invoice wet weight and the agreed assays and the final moisture content as provided in Clause 14 and 15 on that part of the Concentrates which has been safely delivered and otherwise in accordance with the terms of this Agreement.

Should shipment of Concentrates be lost or damaged after the risk of loss or damage passes from Seller to Buyer, then final settlement will be made based on Seller’s provisional invoice weight and assays, moisture content and the terms provided in Clause 8 hereof.

For the purpose of determination of the quotational period, in case of total loss or damage to Concentrates, the carrying vessel will be deemed to have arrived at the port of discharge 30 days after the date of Bill of Lading.

INSURANCE

Seller at its own expense shall arrange and place marine insurance on each shipment with an international insurance company rated at least Lloyds A1.

Be placed provisionally for the amount of 110% of the CIF value determined at the time of shipment subject to the adjustment at 110% of the final CIF value determined in accordance with the Pre-Defined Commercial Terms, and Clauses 8, 9, 10, 11, 12, 14 and 15 of this Agreement.

Name Buyer as an additional insured under the policy of insurance to preserve and protect their interest under the policy Buyer’s obligation to pay for Concentrates pursuant to this Agreement shall not change or be affected by any insurance claim as long as the insurance is duly placed by Seller in accordance with this Clause of this Agreement.

Cover Concentrates against All Risk of direct physical loss or damage from any insured peril, howsoever caused, from the time when they shall have passed the ships rail at the port of loading until the port of discharge, Akita, Japan.

Include the following conditions:

Vessels chartered by Seller shall comply with the London Institute Classification Clause.

WEIGHING, SAMPLING AND DETERMINATION OF MOISTURE

Weighing, sampling and determination of moisture of Concentrates shall be carried out immediately after discharge from the carrying vessel at Buyer’s risk and expense.

Weighing and sampling shall be carried out in lots of approximately 500 wmt each or as may be agreed between Seller and Buyer and the moisture content of each lot shall be determined separately.

Seller shall have the right to be represented at the carrying vessel’s discharge, weighing, sampling and determination of moisture at its own expense.

ASSAYS

From the samples taken from each lot in accordance with Clause 14, the assays of metal and other materials contents shall be determined independently by Buyer and Seller or their respective nominees in accordance with international practice.

Within 45 calendar days after completion of sampling at the smelter, Buyer and Seller shall notify each other that they are ready to exchange the results of their respective assays. The initiative to notify should be taken by either party immediately when its results are available.

The assay results on the laboratory Certificate of Analysis shall then be exchanged between Buyer and Seller by email, registered crossing mail or as otherwise agreed.

Should the difference between Buyer’s and Seller’s results for a lot be not more than:

Zn

Ag

Fe

As

F

Should the umpire assay falls between the results of the two parties, the arithmetical mean of the umpire assay and the assay of the party whose results are nearer to the umpire’s shall be taken for final settlement. Should the umpire assay fall outside the exchanged results, the middle of the three (3) results shall be final. If the umpire assay coincides with the result of either of the two parties or is the exact mean of the exchanged result, the umpire assay shall be final.

WASTE DISPOSAL AND HEALTH AND SAFETY OF WORKERS

Buyer shall be responsible for environmental protection and for all costs and liabilities of waste disposal and worker health and safety related to Concentrates arising after arrival at the Port of Akita, Japan, and Buyer shall defend, indemnify and hold Seller harmless against any claims made against Seller and costs incurred by Seller as a result of any failure by Buyer to discharge that responsibility.

Seller shall be responsible for all costs and liabilities of waste disposal and worker health and safety related to Concentrates arising before arrival at the Port of Akita, Japan, and Seller shall defend, indemnify and hold Buyer harmless against any claims made against Buyer, and costs incurred by Buyer as a result of any failure by Seller to discharge that responsibility.

FORCE MAJEURE

Should Seller be prevented from making any shipment or delivery hereunder or Buyer be prevented from taking delivery of any Concentrates as a result of any governmental acts, regulations or directions, refusal of any necessary export or import licenses, outbreak of a state of emergency, act of God, war, unrest, warlike hostilities, shortage of raw materials, civil commotions or embargoes, blockades, riots, epidemics, fires, floods, earthquake, hurricane, typhoon, delays en route, perils of the sea or other natural or man-made catastrophes, strikes or lockouts (the “Force Majeure Event”) then provided the party so prevented (the “Affected Party”):

give prompt written notice to the other party of the nature of the Force Majeure Event; and

has taken all proper precautions, due care and reasonable alternative measures with the object of avoiding the effects of the Force Majeure Event and of carrying out its obligations hereunder (but nothing herein shall require the Affected Party to settle or compromise a labor dispute except on terms satisfactory to itself),

Notwithstanding anything contained therein, in the event of Buyer’s declaring the Force Majeure Event, it will not apply to Concentrates in transit on board carrying vessel or which pricing has been established and Buyer must pay for such Concentrates and all Concentrates that have been delivered. However, in such event Seller and Buyer shall endeavor to resolve Buyer’s difficulties to perform its obligation under this Agreement.

ARBITRATION

conclusive, final and binding upon the parties; and

the sole and exclusive remedy between the parties regarding any and all claims and counterclaims presented to the arbitral tribunal.

SUSPENSION OF QUOTATIONS

EXEMPTION FROM LIABILITY AND OBLIGATION

TARIFFS, TAXES AND DUTIES

GOVERNING LAW

NOTICES

ASSIGNMENT

GENERAL CLAUSES

The provisions set out in this Agreement are exclusive and in lieu of all other warrantees, conditions, guarantees, representations and similar obligations, expressed or implied by fact or by law, including any statute ore regulation, by custom or trade usage, or by any course of dealing, including but not limited to any implied warranties or conditions of merchantability or fitness for purpose or for a particular purpose, all of which warranties, conditions, guarantees, representations and similar obligations are expressly disclaimed by Seller.

The terms and conditions of this Agreement and the settlement information shall be kept confidential by both parties, except insofar as disclosure is required to royalty payees, by law or the rules of any stock exchange, in connection with any financing or issuance of securities by Seller or Buyer, or deemed appropriate in connection with communication to shareholders or securities analyst.

No amendment to this Agreement is valid or binding upon the parties, unless it is in writing and executed by parties.

All provisions of this Agreement are severable and no provision is affected by the invalidity of any other provision, except to the extent that invalidity also renders that other provision invalid. If any provision is contrary to any law, the parties agree to observe and perform all the provisions of this Agreement as if that unlawful provision were not contained in this Agreement.

No approval, consent or waiver by either party to or of any breach by the other party in the performance or observance of its obligations under this Agreement is an approval, consent or waiver to or of any other breach or continuing breach. Failure by either party to complain of any breach by other party in the performance or observance of its obligations under this Agreement, irrespective of how long the breach continues, is not a waiver of the rights of either party under or relating to this Agreement. All approvals, consents, and waivers given by either party are not enforceable, unless in writing and signed by that party.

This Agreement inures to the benefits of, and is binding upon each of the parties and their respective successors.

This Agreement, together with the A&R JVA, is the complete and entire agreement between the parties with respect to the purchase and sale of Concentrates. All representations, warranties, conditions, terms, agreements, understandings and communications given or made before the Signature Date and whether written or oral, are not of legal effect. Notwithstanding the foregoing, in respect of deliveries of Concentrates in the 2024 Calendar Year, all provisions of, and all commercial terms agreed between the parties under, the Original Offtake Agreement shall be deemed to apply as if such terms were repeated in this Agreement.

If a remedy for breach of this Agreement by either party is specified in this Agreement, that remedy is exclusive. Otherwise the rights and remedies available to a party under the law governing this Agreement are applicable.

The obligation to defend, indemnify and hold harmless a party under this Agreement includes the obligation to pay for ail reasonable investigation costs and reasonable legal and expert fees and disbursements incurred by the indemnitor and the indemnitee in relation to the subject matter of the indemnification. The right of an indemnitee to be defended, indemnified and held harmless under any indemnity contained in this Agreement in respect of a claim made by a third person is subject to the conditions that:

the indemnitee gives to the indemnitor prompt notice of the claim,

the indemnitor may select and instruct counsel in the defense of settlement of the claim and may manage the litigation in respect thereof so long as the indemnitor has agreed in writing to bear full responsibility for all such indemnification,

the indemnitee shall give the indemnitor, and counsel selected by it, all documents and information in the possession of indemnitee that are relevant to the defense or settlement of the claim, and shall render to the indemnitor and that counsel reasonable assistance in relation to the defense or settlement of the claim, and

the indemnitee shall not make any admission of liability, or make any settlement, or do any act, that could reasonably be expected to be prejudicial to the successful defense or favorable settlement of the claim, without prior written consent of the indemnitor or counsel selected by it.

This Agreement may be executed in one or more counterparts, each of which shall be considered an original for all purposes. This Agreement shall be deemed to have been executed by all parties when each such party has executed this Agreement or a counterpart thereof and delivered said executed Agreement (or counterpart) to the other party.

Execution of this Agreement by a party may be evidenced by said party transmitting by email or facsimile to the other party a copy of the signature page showing execution by the transmitting party. In such event, transmission by facsimile shall be the equivalent of the delivery to the other party of a signed original of this Agreement.

*   Total cargo tonnage on board should be below 50,000t.