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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-34857

Logo

Description automatically generated

Gold Resource Corporation

(Exact name of registrant as specified in its charter)

Colorado

84-1473173

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

7900 E. Union Ave, Suite 320, Denver, Colorado 80237

(Address of Principal Executive Offices) (Zip Code)

(303) 320-7708

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value

GORO

NYSE American

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

The aggregate market value of the common stock of Gold Resource Corporation held by non-affiliates as of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was $192,056,111 based on the closing price of the common stock of $2.58 as reported on the NYSE American.

As of March 9, 2022, there were 88,338,774 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Definitive Proxy Statement to be filed pursuant to Regulation 14A for the registrant’s 2022 annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

Table of Contents

TABLE OF CONTENTS

Page

2021 Highlights

3

PART I

ITEM 1:

Business

6

ITEM 1A:

Risk Factors

11

ITEM 1B:

Unresolved Staff Comments

26

ITEM 2:

Properties

26

ITEM 3:

Legal Proceedings

38

ITEM 4:

Mine Safety Disclosures

38

PART II

ITEM 5:

Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

38

ITEM 6:

Reserved

39

ITEM 7:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

40

ITEM 7A:

Quantitative and Qualitative Disclosures About Market Risk

56

ITEM 8:

Financial Statements and Supplementary Data

58

ITEM 9:

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

95

ITEM 9A:

Controls and Procedures

95

ITEM 9B:

Other Information

96

ITEM 9C:

Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

96

PART III

ITEM 10:

Directors Executive Officers, and Corporate Governance

96

ITEM 11:

Executive Compensation

96

ITEM 12:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

96

ITEM 13:

Certain Relationships and Related Transactions, and Director Independence

97

ITEM 14:

Principal Accounting Fees and Services

97

PART IV

ITEM 15:

Exhibits and Financial Statement Schedules

98

ITEM 16:

Form 10-K Summary

100

Signatures

100

EXPLANATORY NOTE

 

This Amendment No. 1 to the Annual Report on Form 10-K/A amends our Annual Report on Form 10-K filed on March 10, 2022 (the “Original Filing”). The Original Filing inadvertently omitted the opinion of Plante & Moran, PLLC with regard to the Company’s internal control over financial reporting as of December 31, 2021 (the “ICFR Opinion”). With the exception of the inclusion of the ICFR Opinion, this Amendment No. 1 is identical to the Original Filing.

2

Table of Contents

2021 HIGHLIGHTS

Highlights for the full year ended December 31, 2021 are summarized below and discussed further in our Management’s Discussion and Analysis:

Strategic:

In 2021, Gold Resource Corporation (the “Company” or “GRC”) was focusing on strengthening the senior leadership team. After adding a highly accomplished CEO, Mr. Allen Palmiere, the Company added three independent directors, Ms. Lila Manassa Murphy, Mr. Joe Driscoll, and Mr. Ron Little, to the Board of Directors. In May, Alberto Reyes, with more than 20 years of international mining experience, was added as the new Chief Operating Officer. These additions to the Company’s leadership add the expertise necessary to focus on unlocking the value of our assets while implementing best in class governance.
In December, the Company successfully completed the acquisition of all the issued and outstanding common shares of Aquila Resources Inc. (“Aquila”), the owner of the Back Forty Project. The Back Forty Project is an advanced exploration stage property in Michigan, USA, for which the Company is currently preparing a definitive feasibility study.
$3.4 million was distributed in shareholder dividends, totaling over $119 million since 2010.

Operational:

Don David Gold Mine (“DDGM”) initiated a safety program that aims to bolster the health and safety culture. Despite program progress, four lost time incidents occurred during 2021, with one occurring in the fourth quarter. All incidents are thoroughly investigated, and the appropriate actions are taken.
DDGM received the Mexican ESR award for the seventh consecutive year in 2021 at our Don David Gold Mine. Additionally, in September, the Company released its 2020 Sustainability Accounting Standards Report.
The Don David Gold Mine produced and sold a total of 37,526 gold equivalent ounces, comprising 22,644 gold ounces and 1,066,581 silver ounces, sold at an average price per ounce of $1,796 and $25, respectively.
Construction of the water filtration plant and dry stack tailings facilities is complete. The dry stack facilities will conserve and recirculate water, eliminate risks related to traditional tailings facilities, accelerate reclamation of certain areas of the open pit mine, and extend the life of the operations.
During the year, the Company announced encouraging result from our DDGM exploration program. Vein structures were confirmed up to 250 meters above the current production area and drilling confirmed the potential for the down-dip extension of the Switchback vein system.
In August the Company experienced an increase in COVID-19 cases at the Don David Gold Mine and temporarily suspended operations for 12 days. The effort controlled the spread of COVID-19 and operations have steadily ramped back up under enhanced screening and safety protocols.

Financial:

Our balance sheet remains strong with a $33.7 million cash balance as at December 31, 2021, an increase of $8.3 million from December 31, 2020.
Cash from operating activities for 2021 was $34.8 million, a 64% increase over the prior year cash from operating activities of $21.2 million.
Working capital as at December 31, 2021 was $29.3 million, a 5% decrease over December 31, 2020 working capital of $30.8 million.
Don David Gold Mine total cash costs (after co-product credits) and total all-in sustaining cost per precious metal gold equivalent ounce sold were $414 and $922, respectively.

3

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FORWARD LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” and similar expressions (including negative and grammatical variations) to identify forward looking statements. Such forward-looking statements include, without limitation, statements regarding:

Our strategy for significant future investment in Oaxaca, Mexico and in Michigan, USA for development and exploration activities;
The expected completion dates for the Back Forty definitive feasibility study and permitting;
Our 2022 guidance for payable production, cash costs per ounce after co-product credits, and all-in sustaining costs per ounce after co-product credits;
Expectations regarding 2022 capital investment;
Expectations regarding 2022 exploration spending;
Expectations regarding 2022 general and administrative costs;
Compliance with existing legal and regulatory requirements, including future asset reclamation costs;
Estimates of Mineral Resources (“Mineral Resources”) and Mineral Reserves (“Mineral Reserves”);
The sufficiency of our water rights;
Our expectations regarding the future payment of dividends;
Anticipated grades from future production;
Our ability to locate another customer to purchase our products if the relationship with our existing customers is interrupted; and
Our ability to satisfy our obligations and other potential cash requirements over the next twelve months.

Forward-looking statements are neither historical facts nor assurances of future performance. Rather, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

The extent of the impact of the COVID-19 pandemic, including the duration, spread, severity, and any repeated resurgence of the COVID-19 pandemic, the duration and scope of related government orders and restrictions, the impact on our employees, and the extent of the impact of the COVID-19 pandemic on our mining operations;
Commodity price fluctuations;
Mine protests and work stoppages;
Rock formations, faults and fractures, water flow and possible CO2 gas exhalation, or other unanticipated geological challenges;
Unexpected changes in business and economic conditions, including the rate of inflation;
Changes in interest rates and currency exchange rates;
Adverse technological changes and cybersecurity threats;
Unanticipated increases in our operating costs and other costs of doing business;
Access to land and availability of materials, equipment, supplies, labor and supervision, power, and water;
Results of current and future feasibility studies;

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Interpretation of drill hole results and the geology, grade, and continuity of mineralization;
Litigation by private parties or regulatory action by governmental entities;
Acts of God, such as floods, earthquakes, and any other natural disasters;
The uncertainty of Mineral Resource and Mineral Reserve estimates; and
Such other factors are discussed below under “Risk Factors”.

Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this annual report on Form 10-K. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to us and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this annual report on Form 10-K.

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PART I

ITEM 1.

BUSINESS

History and Organization

Gold Resource Corporation was organized under the laws of Colorado, USA on August 24, 1998. Since 2010, GRC has produced gold and silver doré and copper, lead, and zinc concentrates in Oaxaca, Mexico at our subsidiary, Don David Gold Mexico S.A. de C.V. (“Don David Gold Mine” or “DDGM”). The Don David Gold Mine holds six (6) properties which are all located in what is known as the San Jose structural corridor. Our properties span 55 continuous kilometers of this structural corridor which include three historic mining districts in Oaxaca.

On December 10, 2021, the Company successfully completed the acquisition of all the issued and outstanding common shares of Aquila Resources Inc (the “Aquila Transaction”). Aquila’s principal asset is its 100% interest in the Back Forty Project located in Menominee County, Michigan, USA. The Back Forty Project has a polymetallic (gold, silver, copper, lead, and zinc) Volcanogenic Massive Sulfide deposit. The Back Forty Project controls surface and mineral rights through ownership and leases with the State of Michigan. The Company is currently advancing a definitive feasibility study and preparing permit applications.

In this report, “Company,” “our,” “us” and “we” refer to Gold Resource Corporation together with our subsidiaries, unless the context otherwise requires. See the glossary for additional definitions.

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Mexico Production Stage Properties:

The primary production stage properties at DDGM commenced operations in 2010. The operation included the Arista open pit and underground mine and the DDGM processing facility. The underground mine was expanded in 2016 with the development of the Switchback vein system. The Arista underground mine is located approximately two kilometers from the processing facility. Additionally, underground mining at the Alta Gracia mine was conducted from 2017 to 2019. Alta Gracia is approximately 32 kilometers from the processing facilities.

The DDGM processing facility produces doré and metal concentrates from ore mined from both the Arista and Alta Gracia Mines. The Arista and Alta Gracia mines include a total of approximately 30,000 hectares of mining concessions, access roads from a major highway, haul roads, a processing facility and adjoining buildings, an assay lab, a now depleted open pit, underground mines, tailings facilities, and other infrastructure. Please see Item 2. Properties for additional information.

Mexico Exploration Prospects:

Within the 55-kilometer-long San Jose structural corridor, in Oaxaca, Mexico, sits a highly prospective ground package. Multiple volcanic domes of various scales, and likely non-vented intrusive domes, dominate the district geology. These volcanogenic features are imposed on a pre-volcanic basement of sedimentary rocks. Gold and silver, as well as base metal mineralization in this district is related to the manifestations of this classic volcanogenic system and is considered epithermal in character. The Company intends to advance organic growth and to unlock the value of the mine, existing infrastructure, and our large property position by continuing to invest in exploration and development. Please see Item 2. Properties for additional information.

Graphic

View from Alta Gracia southeast towards Arista

Back Forty Project:

There is a long history of exploration and studies being performed at the Back Forty Project. In 2014, a Preliminary Feasibility Study prepared under Canadian National Instrument 43-101 (“NI 43-101”) was completed which contemplated an open pit mine and processing operation. In October 2019, Aquila filed a NI 43-101 Feasibility Study which estimated the open pit project would produce 1.1 million gold equivalent ounces over a seven-year mine life. Over the next couple of years, the necessary permits were obtained. In August 2020, a Preliminary Economic Assessment was published. In January 2021, the water permit was revoked due to a technicality related to a contingent condition established in the permit. In 2021, a Definitive Feasibility Study was initiated to address the mine’s footprint, potential for an underground mine,

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wetland mitigation, and other key construction and design decisions. Please see Item 2. Properties for additional information.

Administrative Offices:

Our principal executive offices are located at 7900 E. Union Ave, Suite 320, Denver, Colorado 80237, and our telephone number is (303) 320-7708. The Company maintains a website at www.goldresourcecorp.com. Information on our website is not incorporated into this annual report on Form 10-K and is not a part of this report. The U.S. Securities and Exchange Commission (“SEC”) maintains an internet site (www.sec.gov) on which the reports that we file with the SEC are available to review. The SEC site may also be accessed through a link in our website.

Before the acquisition of Aquila Resources Inc., Aquila’s common shares were traded on the Toronto Stock Exchange (“TSX”) under the ticker symbol AQA. Effective December 10, 2021, Aquila ceased to be a reporting issuer in British Columbia, Alberta, Saskatchewan, Ontario, and Nova Scotia. At the same time, GRC has become a reporting issuer in British Columbia, Alberta, Saskatchewan, Ontario, and Nova Scotia by virtue of the completion of the acquisition. As a Canadian Issuer, GRC is now required to file reports on the System for Electronic Document Analysis and Retrieval (“SEDAR”) in Canada. All financial statements filed on SEDAR will conform to United States Generally Accepted Accounting Principles (“U.S. GAAP”).

2021 Developments

For the year ended December 31, 2021, the Company reported net income of $8.0 million. Financial results for 2021 include revenue of $125.2 million and mine gross profit of $36.7 million. Although DDGM experienced some ground support challenges early in the year and voluntarily ramped down operations in mid-August and early September 2021 at the Don David Gold Mine due to a spike in COVID-19 cases, the Company achieved solid production results totaling 26,438 gold ounces, 1,200,291 silver ounces, 1,506 copper tonnes, 7,544 lead tonnes and 17,329 zinc tonnes.

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Seventh consecutive

ESR award

For the seventh consecutive year, the Don David Gold Mine received the prestigious Empresa Socialmente Responsable (“ESR”) award from the Mexican Center for Philanthropy (CEMEFI). Awards are given to organizations that demonstrate a commitment to supporting social and environmental protection programs within their local communities.

The Company finalized the construction of the water filtration and dry stack facilities in 2021. The dry stacked tailings will accelerate reclamation of certain areas of the open pit mine, as well as allowing for the extension of life of the current tailings facility.

We completed 112 underground diamond drill holes totaling 25,104 meters and 30 surface diamond drill holes totaling 9,930 meters at the Arista mine during 2021. Our exploration activities were mainly focused on exploration drilling at the Arista and Switchback vein systems in the Arista Mine. The Switchback drill program targeted the expansion and delineation of multiple high-grade parallel veins to define additional Mineral Reserves and optimize the mine plan. Likewise, we continued to explore for extensions of the Arista vein system currently in production. Surface geologic mapping and rock chip sampling also continued in the vicinity of the Arista Mine, the DDGM open pit, and the geological targets Cerro Pilon and Cerro Colorado among other prospects. Our exploration efforts demonstrate our commitment to long-term investment in Oaxaca, Mexico.

On December 10, 2021, the Company successfully completed the acquisition of all the issued and outstanding common shares of Aquila Resources Inc. Aquila’s principal asset is its 100% interest in the Back Forty Project located in Menominee County, Michigan, USA. The Back Forty Project has a polymetallic (zinc, gold, copper, silver, and lead)

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Volcanogenic Massive Sulfide deposit. The company is in the process of preparing a definitive feasibility study for the Back Forty Project.

The SEC adopted amendments to modernize the property disclosure requirements for mining registrants and related guidance as described in subpart 1300 of Regulation S-K (“S-K 1300”). Registrants engaged in mining operations must comply with the final rule amendments for the annual report for the first fiscal year beginning on or after January 1, 2021. Relevant information disclosed in this annual report on Form 10-K has been prepared in accordance with S-K 1300.

2022 Guidance

The Company’s focus continues to be on unlocking the value of the Arista mine, existing infrastructure, and large property position in Oaxaca, Mexico. Therefore, we plan to make significant investments for infrastructure and exploration in 2022. Additionally, significant capital will be invested in the delivery of the definitive feasibility study for the Back Forty Project, permitting applications, and exploration in the immediate vicinity of the proposed project.

Measure

2022 Guidance

Payable Production

24,000 to 26,000 Gold Ounces

900,000 to 1,000,000 Silver Ounces

Cash Costs after co-product credits per gold equivalent (“AuEq”) ounce (1)

$425 to $475

All-in Sustaining Costs after co-product credits per AuEq ounce (1) (2)

$950 to $1,050 (DDGM)
$1,200 to $1,300 (Consolidated)

Capital Investment

$13 to $14 million DDGM Sustaining
$8 to $9 million Back Forty Growth

Exploration Commitment

$7 to $8 million Sustaining
$5 to $6 million Growth

G & A

$8.5 million to $9.0 million, excluding Stock-based Compensation & Restructuring

(1)Calculations of cash cost after co-product credits per gold equivalent ounce and all-in sustaining cost after co-product credits per gold equivalent ounce are non-GAAP financial measures. Please see the “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Measures” below for a complete reconciliation of the non-GAAP measures to U.S. GAAP.
(2)Co-product credits directly impact the Cash Costs and AISC per AuEq ounce calculation. Guidance is based on approximately 7,000 tonnes of lead sold at an $0.94 per pound metal price, approximately 1,675 tonnes of copper sold at a $4.00 per pound metal prices, and 20,000 tonnes of zinc sold at a $1.25 per pound metal price.

The table above contains forward-looking projections about our financial condition, results of operations, and business. These projections are subject to numerous assumptions, risks, and uncertainties that are discussed in the risk factors, including the on-going impact of the global pandemic. Because these projections are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. See Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Measures” below for a discussion of the calculation of Cash Costs per Ounce and All-in Sustaining Costs per Ounce, which are non-GAAP measures.

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Dividends

During 2021, we paid dividends of $0.0433 per share. Please see Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities for additional information.

Insurance

Our business is capital intensive and requires ongoing investment for the replacement, modernization or expansion of equipment and facilities. For more information, please see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, below. We maintain insurance policies against property loss and business interruption and insure against most risks that are typical in the operation of our business in amounts that we believe to be reasonable. Such insurance, however, contains exclusions and limitations on coverage, particularly with respect to property loss, environmental liability, and political risk. There can be no assurance that claims would be paid under such insurance policies in connection with a particular event. Please see Item 1A. Risk Factors, below for additional information.

Competitive Business Conditions

The acquisition of gold and silver properties is subject to intense competition. Identifying and evaluating potential mining prospects is a costly and time-consuming endeavor. In 2021, we were successful in acquiring the Back Forty Project as discussed above. In 2022, we expect to continue our significant investment in exploration and growth activities; however, we believe that competition for acquiring mineral prospects will continue to be intense in the future.

Government Regulations and Permits

In connection with mining, milling and exploration activities in Mexico, we are subject to Mexican federal, state, and local laws and regulations governing the protection of the environment, including laws and regulations relating to protection of air and water quality, hazardous waste management and mine reclamation as well as the protection of endangered or threatened species. The government department responsible for environmental protection in Mexico is Secretaria de Medio Ambiente y Recursos Naturales (“SEMARNAT”). SEMARNAT has broad authority over environmental regulations and standards. Potential areas of environmental consideration for mining companies, such as ours, include but are not limited to, acid rock drainage, cyanide containment and handling, contamination of water sources, dust, and noise.

For operations at our Don David Gold Mine, we have secured and continue to maintain various regulatory permits from federal, state, and local agencies. These governmental and regulatory permits generally govern the processes being used to operate, the stipulations concerning air quality and water issues, and the plans and obligations for reclamation of the properties at the conclusion of operations. These laws and regulations are continually changing and are generally becoming more restrictive.

Our production stage mines in Mexico have reclamation plans in place that we believe meet all applicable legal and regulatory requirements. As of December 31, 2021, $3.1 million has been accrued on our Consolidated Balance Sheets for reclamation costs relating to our production and exploration stage properties in Mexico.

The State of Michigan has been delegated authority under federal environmental law to issue all necessary environmental permits required for the Back Forty project. The State of Michigan’s “Natural Resource Environmental Protection Act” provides rules and regulations for the State Department of Environment, Great Lakes and Energy (EGLE) to issue permits for mining, treated wastewater discharge, air emissions and related environmental permits necessary for the project. Pending positive results from the definitive feasibility study, the company plans to submit all necessary permit applications in 2022.

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Customers

During the year ended December 31, 2021, two customers accounted for 94% of our revenue from DDGM. In the event that our relationship with any of the customers is interrupted for any reason, we believe that we would be able to locate another entity to purchase our products in a timely manner on substantially similar terms. However, any interruption could temporarily disrupt the sale of our principal products and materially adversely affect our operating results. We periodically review our options for alternative sales outlets to mitigate the concentration of risk in case of any unforeseen disruptions.

Human Capital Resources

On April 23, 2021, a decree that reforms labor outsourcing in Mexico was published in the Federation’s Official Gazette. This new decree stipulated that operating companies will no longer be able to source the labor resources used to carry out their core business functions from service entities or third-party providers. Following this transition, DDGM employed approximately 530 employees during 2021. Under Mexican law, employees are entitled to receive statutory profit sharing (Participacion a los Trabajadores de las Utilidades or “PTU”) payments. PTU payments will total $1.9 million for 2021.

On December 10, 2021, we acquired six full-time employees through the Aquila Transaction. As of February 24, 2022, GRC has ten full-time employees, and three of them serve as our executive officers. These individuals devote all of their business time to GRC.

We value excellence and recognize that embracing the diverse backgrounds, skills, and perspectives of the workforce will lead to a competitive advantage. We are committed to leading by example and to maintaining a fair and inclusive work environment that is built on mutual respect and integrity. Diversity means understanding, accepting, respecting, and valuing differences among people regardless of their age, gender, race, ethnicity, culture, religion or spiritual practices, disabilities, sexual orientation, gender identity, family status, or veteran status.

We believe we have good morale and a dedicated workforce. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing employees and new hires. The principal purposes of our equity incentive plans are to attract, retain, and motivate selected employees and directors through the granting of stock-based compensation awards that align employee compensation with shareholder returns.

ITEM 1A.RISK FACTORS

Our business and the mining industry in general are influenced by significant risk and uncertainties. These risks include those described below and may include additional risks and uncertainties not presently known to us or that we currently deem immaterial. Our business, financial condition, and results of operations could be materially adversely affected by any of these risks, and the trading price of our common stock could decline by virtue of these risks. These risks should be read in conjunction with the other information in this annual report on Form 10-K.

Financial Risks

Our results of operations, cash flows and the value of our properties are highly dependent on the market prices of gold, silver and certain base metals, and these prices can be volatile.

The profitability of our mining operations and the value of our mining properties are directly related to the market price of gold, silver, copper, lead, and zinc. The price of gold and silver may also have a significant influence on the market price of our common stock. The market price of these metals historically has fluctuated significantly and are affected by numerous factors beyond our control, including (i) global or regional consumption patterns; (ii) supply of and demand for

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silver and gold on a worldwide basis; (iii) speculative and hedging activities; (iv) expectations for inflation; (v) political and economic conditions; (vi) supply of, and demand for, consumables required for extraction and processing of metals, and (vii) general economic conditions worldwide. Over the last five years, gold prices (as reported on the London Metal Exchange) have fluctuated from a low of $1,151 per ounce to a high of $2,067 per ounce, and silver prices have fluctuated from a low of $12.01 per ounce to a high of $29.59 per ounce. On March 9, 2022, gold and silver prices were $1,989 per ounce and $26.18 per ounce, respectively.

We do not currently use hedging transactions with respect to any of our gold and silver production, and we do not expect to do so in the future. Accordingly, we are fully exposed to price fluctuations in precious metals. Effective May 18, 2021, the Company entered into a Trading Agreement with Auramet International LLC that govern non-exchange traded, over-the-counter, spot, forward, and option transactions on both a deliverable and non-deliverable basis involving various metals and currencies. Subsequently the Company entered into zinc zero cost collars. These derivatives are not designated as hedges. The zero cost collars are used to manage the Company’s near-term exposure to cash flow variability from zinc price risks. We do not currently use financial instruments with respect to any of the other base metal production.

In the event metal prices decline or remain low for prolonged periods of time, we might be unable to develop our exploration properties, which may materially adversely affect our results of operations, financial performance, and cash flows. An asset impairment charge may result from the occurrence of unexpected adverse events that impact our estimates of expected cash flows generated from our mining operations or the market value of our non-producing properties, including a material diminution in the price of metals.

We may not continue to be profitable.

Our single producing asset may not generate sufficient cash flow to cover our operating, development, exploration, and other costs due to certain risk factors. Unexpected interruptions in our mining business may cause us to incur losses, or the revenue that we generate from extraction may not be sufficient to fund continuing operations, including exploration and mine development costs. Our failure to generate future profits may materially adversely affect the price of our common stock, and stockholders may lose all or part of their investment. Metal prices have a significant impact on our profit margin, and there is no assurance that we will be profitable in the future. See “Risk Factors – Our results of operations, cash flows and the value of our properties are highly dependent on the market prices of gold, silver and certain base metals and these prices can be volatile.”

We may not have access to sufficient future capital.

We may be required to expend significant funds to determine if Mineral Reserves exist at any of our non-producing properties, continue exploration, and if warranted, develop our existing properties and identify and acquire additional properties to diversify our property portfolio.

Our ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including our historical and prospective results of operations, the status of the national and worldwide economy, the price of gold, silver, and other metals, the condition of the debt and equity markets, and the costs associated with extracting minerals. We may not be successful in generating or obtaining the required financing, or if we can obtain such financing, such financing may not be on terms that are favorable to us. We also may not be able to obtain funding by monetizing additional non-core exploration or other assets at an acceptable price.

We cannot assure you that we will be able to obtain financing to fund our general and administrative costs and other working capital needs to fund our continuing business activities in the future on favorable terms or at all. Failure to obtain financing could result in delay or indefinite postponement of further mining operations, exploration, and construction, as well as the possible partial or total loss of our interest in our properties.

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Our ability to recognize the benefits of deferred tax assets is dependent on future cash flows and taxable income.

We recognize deferred tax assets when the tax benefit is considered to be more likely than not of being realized; otherwise, a valuation allowance is applied against deferred tax assets. Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, our ability to realize the deferred tax assets could be impacted. Additionally, future changes in tax laws could limit our ability to realize the future tax benefits represented by our deferred tax assets.

Our accounting and other estimates may be imprecise.

Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts and related disclosure of assets, liabilities, revenue, and expenses at the date of the consolidated financial statements and reporting periods. The more significant areas requiring the use of management assumptions and estimates relate to:

Mineral Resources and other resources that are the basis for future income and cash flow estimates and units-of-production depreciation, depletion and amortization calculations;

Future ore grades, throughput, and recoveries;

Future metals prices;

Future capital and operating costs;

Environmental, reclamation, and closure obligations;

Gold and Silver Stream Agreements;

Permitting and other regulatory considerations;

Asset impairments;

Asset acquisition accounting, including the valuation of the transaction and related instruments;

Future foreign exchange rates, inflation rates, and applicable tax rates; and

Deferred tax asset valuation allowance.

Future estimates and actual results may differ materially from these estimates as a result of using different assumptions or conditions. For additional information, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We may be required to repay a significant amount if we default under certain gold and silver stream agreements.

With the successful acquisition of Aquila Resources Inc. on December 10, 2021, the Company assumed substantial liabilities related to the gold and silver stream agreements with Osisko Bermuda Limited (“Osisko”). Under the agreements, Osisko deposited a total of $37.2 million upfront in exchange for a portion of the future gold and silver production from the Back Forty Project. The stream agreements contain customary provisions regarding default and security. In the event that our subsidiary defaults under the stream agreements, including achieving commercial production at an agreed upon date, it may be required to repay the deposit plus accumulated interest at a rate agreed with Osisko. If the Company fails to do so, Osisko may be entitled to enforce their remedies as a secured party and take possession of the assets that comprise the Back Forty Project.

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Operational Risks

Our production is primarily derived from a single operating unit and any interruptions or stoppages in our mining activities at that operating unit would materially adversely affect our revenue.

We are largely dependent on revenues from a single operating unit to fund our operations. Any interruption in our ability to mine this location, such as a labor strike, natural disaster, or loss of permits would negatively impact our ability to generate revenue following such interruption. Additionally, if we are unable to economically develop additional mines, we will eventually deplete the body of mineralized material and will no longer generate cash flow sufficient to fund our operations. A decrease in, or cessation of, our mining operations at this operating unit would materially adversely affect our financial performance and may eventually cause us to cease operations.

Since our current property portfolio is limited to one operating unit, our ability to remain profitable over the long-term will depend on our ability to 1) expand the known Arista and Switchback vein systems and /or identify, explore, and develop additional properties in Mexico, and 2) successfully develop the Back Forty Project in Michigan, USA.

Gold and silver producers must continually replace reserves depleted by production to maintain production levels over the long-term and provide a return on invested capital. Depleted reserves can be replaced in several ways, including expanding known ore bodies, locating new deposits, or acquiring interests in reserves from third parties. Exploration is highly speculative in nature, capital intensive, involves many risks, and frequently unproductive. Our current or future exploration programs may not result in new mineralization. Even if significant mineralization is discovered, it will likely take many years from the initial phases of exploration until commencement of production, during which time the economic feasibility of production may change.

From time to time, we may acquire mineral interests from other parties. Such acquisitions are based on an analysis of a variety of factors including historical exploration results, estimates of and assumptions regarding the extent of mineralized material, and/or reserves, the timing of production from such reserves and cash and other operating costs. In addition, we may rely on data and reports prepared by third parties which may contain information or data that we are unable to independently verify or confirm. All of these factors are uncertain and may have an impact on our ability to develop the minerals interests.

As a result of these uncertainties, our exploration programs and any acquisitions which we may pursue may not result in the expansion or replacement of our current production with new ore reserves or operations, which could have a material adverse effect on our business, prospects, results of operations, and financial position.

Increased operating and capital costs could materially adversely affect our results of operations.

Costs at our mining properties are subject to fluctuation due to a number of factors, such as variable ore grade, changing metallurgy and revisions to mine plans in response to the physical shape and location of the ore body, as well as the age and utilization rates for the mining and processing-related facilities and equipment. In addition, costs are affected by the price and availability of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel, concrete, and mining and processing related equipment and facilities. Commodity costs are, at times, subject to volatile price movements, including increases that could make mineral extraction less profitable. Further, changes in laws and regulations can affect commodity prices, uses and transport. Reported costs may also be affected by changes in accounting standards. A material increase in costs could have a significant effect on our results of operations and operating cash flow.

We could have significant increases in capital and operating costs over the next several years in connection with the development of new projects in challenging jurisdictions and in the sustaining and/or expansion of existing mining and processing operations. Costs associated with capital expenditures may increase in the future as a result of factors beyond

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our control, such as inflation. Increased capital expenditures may have an adverse effect on the results of operations and cash flow generated from existing operations, as well as the economic returns anticipated from new projects, or may make the development of future projects uneconomic.

Competition in the mining industry is intense, and we have limited financial and personnel resources with which to compete.

Competition in the mining industry for desirable properties, investment capital, and human capital is intense. Numerous companies headquartered in the United States, Canada, and elsewhere throughout the world compete for properties and human capital on a global basis. We are a small participant in the mining industry due to our limited financial and human capital resources. We presently operate with a limited number of people, and we anticipate operating in the same manner going forward. We compete with other companies in our industry to hire qualified employees and consultants when needed to successfully operate our mines and to advance our exploration properties. We may be unable to attract the necessary human capital to fully explore, and if warranted, develop our properties and be unable to acquire other desirable properties. We believe that competition for acquiring mineral properties, as well as the competition to attract and retain qualified human capital, will continue to be intense in the future.

Estimates of proven and probable Mineral Reserves and measured and indicated Mineral Resources are uncertain, and the volume and grade of ore actually recovered may vary from our estimates.

The proven and probable Mineral Reserves stated in this report represent the amount of gold, silver, copper, lead, and zinc that we estimated at December 31, 2021, could be economically and legally extracted or produced at the time of the reserve determination. Estimates of proven and probable reserves and measured and indicated Mineral Resources are subject to considerable uncertainty. Such estimates are, to a large extent, based on the prices of gold, silver, copper, lead, and zinc, as well as interpretations of geologic data obtained from drill holes and other exploration techniques. These prices and interpretations are subject to change. If we determine that certain of our estimated Mineral Reserves or Mineral Resources have become uneconomic, we may be forced to reduce our estimates. Actual production from proven and probable reserves may be significantly less than we expect. There can be no assurance that estimates of Mineral Resources will be upgraded to Mineral Reserves or may ultimately be extracted.

Any material changes in Mineral Reserve or Mineral Resource estimates and grades of mineralization may affect the economic viability of our current operations, our decision to place a new property into production, and/or such property’s return on capital. There can be no assurance that mineral recoveries in small scale laboratory tests will be duplicated in a large-scale on-site operation in a production environment. Declines in market prices for contained metals may render portions of our Mineral Reserve or Mineral Resource estimates uneconomic and result in reduced reported mineralization or materially adversely affect the commercial viability of one or more of our properties. Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our results of operations or financial condition.

Products processed from our operating mines or other mines in the future could contain higher than expected contaminants, thereby negatively impacting our financial condition.

Contracts for treatment charges paid to smelters and refineries include penalties for certain deleterious elements that exceed contract limits. If the material mined from our operating mines includes higher than expected contaminants, this would result in higher treatment expenses and penalty charges that could increase our costs and negatively impact our business, financial condition and results of operations. This could occur due to unexpected variations in the occurrence of these elements in the material mined, problems that occur during blending of material from various locations in the mine prior to processing and other unanticipated events.

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Continuation of our mining and processing activities is dependent on the availability of sufficient water supplies to support our mining activities.

Water is critical to our business, and the increasing pressure on water resources requires us to consider both current and future conditions in our management approach. Across the globe, water is a shared and regulated resource. Mining operations require significant quantities of water for mining, ore processing and related support facilities. Many of our properties in Mexico are in areas where water is scarce, and competition among users for continuing access to water is significant. Continuous production and mine development are dependent on our ability to acquire and maintain water rights and to defeat claims adverse to current water uses in legal proceedings. Although we believe that our operations currently have sufficient water rights and claims to cover operating demands, we cannot predict the potential outcome of future legal proceedings relating to water rights, claims and uses. Water shortages may also result from weather or environmental and climate impacts beyond our control. Shortages in water supply could result in production and processing interruptions. In addition, the scarcity of water in certain regions could result in increased costs to obtain sufficient quantities of water to conduct our operations. The loss of some or all water rights, in whole or in part, or ongoing shortages of water to which we have rights or significantly higher costs to obtain sufficient quantities of water (or the failure to procure sufficient quantities of water) could result in our inability to maintain mineral extraction at current or expected levels, require us to curtail or shut down mining operations, and prevent us from pursuing expansion or any development opportunities. Laws and regulations may be introduced in some jurisdictions in which we operate, which could also limit access to sufficient water resources, thus materially adversely affecting our operations

The nature of mineral exploration, mining, and processing activities involves significant hazards, a high degree of risk, and the possibility of uninsured losses.

Exploration for and the production of minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Our operations are, and any future mining operations or construction we may conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and mining of mineral properties, such as, but not limited to:

Fluctuation in production costs that make mining uneconomic;

Labor disputes;

Unanticipated variations in grade and other geologic problems;

Environmental hazards, noxious fumes, and gases;

Water conditions;

Difficult surface or underground conditions;

Industrial accidents;

Metallurgical and other processing problems;

Mechanical and equipment performance problems;

Failure of pit walls, dams, declines, drifts, and shafts;

Unusual or unexpected rock formations;

Personal injury, fire, flooding, cave-ins, seismic activity, and landslides; and

Decrease in the value of mineralized material due to lower gold, silver, and metal prices.

These occurrences could result in damage to, or destruction of, mineral properties or processing facilities, equipment, personal injury or death, environmental damage, reduced extraction and processing and delays in mining, asset write-downs, monetary losses, and possible legal liability. Although we maintain insurance for general commercial liability claims and the physical assets at our Arista and Alta Gracia mines and against risks inherent in the conduct of our business in amounts that we consider reasonable, this insurance contains exclusions and limitations on coverage and will not cover all potential risks associated with mining and exploration activities, and related liabilities might exceed policy limits. As a result of any or all of the forgoing, we could incur significant liabilities and costs that may exceed the limits of our

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insurance coverage or that we may elect not to insure against because of premium costs or other reasons, which could materially adversely affect our results of operations and financial condition. We may also not be insured against all interruptions to our operations. Losses from these or other events may cause us to incur significant costs which could materially adversely affect our financial condition and our ability to fund activities on our properties. A significant loss could force us to reduce or suspend our operations and development.

Revenue from the sale of metal concentrate may be materially adversely affected by loss or damage during shipment and storage at our buyer’s facilities.

We rely on third-party transportation companies to transport our metal concentrate to the buyer’s facilities for processing and further refining. The terms of our sales contracts with the buyers require us to rely, in part, on assay results from samples of our metal concentrate that are obtained at the buyer’s warehouse to determine the final sales value for our metals. Once the metal concentrate leaves our processing facility, we no longer have direct custody and control of these products. Theft, loss, road accidents, improper storage, fire, natural disasters, tampering or other unexpected events while in transit or at the buyer’s location may lead to the loss of all or a portion of our metal concentrate products. Such losses may not be covered by insurance and may lead to a delay or interruption in our revenue and as a result, our operating results may be materially adversely affected.

A significant delay or disruption in sales of doré or concentrates as a result of the unexpected disruption in services provided by smelters or refiners could have a material adverse effect on results of operations.

We rely on third party smelters and refiners to refine and process and, in some cases, purchase, the gold and silver doré and copper, lead, and zinc concentrate produced from our mines. Access to smelters and refiners on economic terms is critical to our ability to sell our products to buyers and generate revenues. We periodically enter into agreements with smelters and refiners, some of which operate their smelting or refining facilities outside the United States, and we believe we currently have contractual arrangements with a sufficient number of smelters and refiners so that the loss of any one refiner or smelter would not significantly or materially impact our operations or our ability to generate revenues. Nevertheless, services provided by a refiner or smelter may be disrupted by operational issues, new or increased tariffs, duties or other cross-border trade barriers, the bankruptcy or insolvency of one or more smelters, or refiners or the inability to agree on acceptable commercial or legal terms with a refiner or smelter. Such an event or events may disrupt an existing relationship with a refiner or smelter or result in the inability to create a contractual relationship with a refiner or smelter, which may leave us with limited, uneconomical, or no access to smelting or refining services for short or long periods of time. Any such delay or loss of access may significantly impact our ability to sell doré and concentrate products. We cannot ensure that alternative smelters or refiners would be available or offer comparable terms if the need for them were to arise or that we would not experience delays or disruptions in sales that would materially and materially adversely affect results of operations.

We rely on contractors to conduct a significant portion of our development construction projects.

A significant portion of our development and construction projects are currently conducted in whole or in part by contractors. As a result, our operations are subject to a number of risks, some of which are outside our control, including:

The difficulty and inherent delay in replacing a contractor and its equipment in the event that either party terminates the agreement;

Reduced control and oversight over those aspects of the work which are the responsibility of the contractor;

Failure of a contractor to perform under its agreement;

Interruption of development and construction or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events;

Injuries or fatalities on the job as a result of the failure to implement or follow adequate safety measures;

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Failure of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance; and

Problems of a contractor with managing its workforce, labor unrest or other related employment issues.

In addition, we may incur liability to third parties as a result of the actions of our contractors. The occurrence of one or more of these risks could materially adversely affect our results of operations and financial position.

Risks Related to our Exploration Activities

The exploration of our mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently non-productive.

1
Mineral exploration is highly speculative in nature and frequently results in no or very little return on amounts invested to evaluate a particular property. The probability of an individual prospect ever having a “reserve” that meets the requirements of Regulation S-K 1300 is low. Even if we do eventually discover a mineral reserve on our exploration properties, there can be no assurance that we can develop a mine and extract those minerals. Substantial expenditures are required to (i) establish the existence of a potential ore body through drilling and metallurgical and other testing techniques; (ii) determine metal content and metallurgical recovery processes to process metal from the ore; (iii) determine the feasibility of mine development and production; and (iv) construct, renovate or expand mining and processing facilities. If we discover a deposit or ore at a property, it usually takes several years from the initial phases of exploration until mineral extraction is possible, if at all. During this time, the economic feasibility of a project may change because of increased costs, lower metal prices or other factors. As a result of these uncertainties, our exploration programs may not result in the identification of proven and probable Mineral Reserves in sufficient quantities to justify developing a particular property.
We have and may acquire additional mining properties and our business may be negatively impacted if reserves are not located on acquired properties or if we are unable to successfully execute and/or integrate the acquisitions.
We have in the past, and may in the future, acquire additional mining properties. There can be no assurance that reserves will be identified on any properties that we acquire. We may experience negative impacts on the trading price of our common stock or on our ability to access capital if we successfully complete acquisitions of additional properties and reserves are not located on these properties.
In December 2021, we acquired the Back Forty Project when we purchased Aquila Resources Inc. The acquisition may result in various material adverse impacts on our business and the trading price of our common stock. Adverse impacts may include, without limitation, the risk that the acquisition does not achieve the expected benefits, increased cash outflows, the availability of capital, the risk of potential material adverse tax consequences for our company and shareholders. Additional risks, difficulties, and uncertainties may result from the separation of businesses that were previously co-mingled, including necessary ongoing relationships. We are conducting a definitive feasibility study to establish Mineral Reserves on the property. While we have invested significant time, money, and equity into the acquisition of the Back Forty Project, there can be no assurance that the Back Forty Project will be permitted or will ultimately be productive.
The success of any future acquisition would depend on a number of factors, including, but not limited to:

Identifying suitable candidates for acquisition and negotiating acceptable terms;

Obtaining approval from regulatory authorities and potentially our shareholders;

Implementing our standards, controls, procedures, and policies at the acquired business and addressing any pre-existing liabilities or claims involving the acquired business; and

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To the extent the acquired operations are in a country in which we have not operated historically, understanding the regulations and challenges of operating in that new jurisdiction.

There can be no assurance that we will be able to successfully conclude any acquisitions, or that any acquisition will achieve the anticipated synergies or other anticipated positive results. Any material problems that we encounter in connection with such an acquisition could have a material adverse effect on our business, results of operations and financial position. These factors may materially adversely affect the trading price of our common stock.

Regulatory Risks

Our operations are subject to ongoing permitting requirements which could result in the delay, suspension, or termination of our operations.

Our operations, including our ongoing exploration drilling programs and mining, require ongoing permits from governmental and local authorities. We may also be required to obtain certain property rights to access or use our properties. Obtaining or renewing licenses and permits, and acquiring property rights, can be complex and time-consuming processes. There can be no assurance that we will be able to acquire all required licenses, permits or property rights on reasonable terms or in a timely manner, or at all, and that such terms will not be adversely changed, that required extensions will be granted, or that the issuance of such licenses, permits or property rights will not be challenged by third parties. If we cannot obtain or maintain the necessary permits or if there is a delay in receiving future permits, our timetable and business plan will be materially adversely affected.

Our operating properties located in Mexico are subject to changes in political or economic conditions and regulations in that country.

The risks with respect to operating in Mexico or other developing countries include, but are not limited to: nationalization of properties, military repression, extreme fluctuations in currency exchange rates, increased security risks, labor instability or militancy, mineral title irregularities, and high rates of inflation. In addition, changes in mining or investment policies or shifts in political attitude in Mexico may materially adversely affect our business. We may be affected in varying degrees by government regulation with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, maintenance of claims, environmental legislation, land use, land claims of local people, opposition from non-governmental organizations, labor legislation, water use, and mine safety. The effect of these factors cannot be accurately predicted and may adversely impact our operations.

Most of our properties are subject to extensive environmental laws and regulations which could materially adversely affect our business.

Our exploration and mining operations are subject to extensive laws and regulations governing land use and the protection of the environment, which control the exploration and mining of mineral properties and their effects on the environment, including air and water quality, mine reclamation, waste generation, handling and disposal, the protection of different species of flora and fauna and the preservation of lands. These laws and regulations require us to acquire permits and other authorizations for conducting certain activities. In many countries, there is relatively new comprehensive environmental legislation, and the permitting and the authorization process may not be established or predictable. We may not be able to acquire necessary permits or authorizations on a timely basis, if at all. Delays in acquiring any permit or authorization could increase the cost of our projects and could suspend or delay the commencement of extraction and processing of mineralized material.

Environmental legislation in Mexico and in many other countries is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors, and employees. Future changes in environmental regulation in the jurisdictions where our properties are located may materially adversely

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affect our business, make our business prohibitively expensive, or prohibit it altogether. We cannot predict what environmental legislation or regulations will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or regulatory agencies or stricter interpretation of existing laws, may (i) necessitate significant capital outlays, (ii) cause us to delay, terminate or otherwise change our intended activities with respect to one or more projects, or (iii) materially adversely affect our future exploration activities.

Climate change and climate change legislation or regulations could impact our business.

We are subject to physical risks associated with climate change, which could seriously harm our results of operations and increase our costs and expenses. The occurrence of severe adverse weather conditions, including increased temperatures and droughts, fires, longer wet or dry seasons, increased precipitation, floods, hail, snow, or more severe storms may have a potentially devastating impact on our operations. Adverse weather may result in physical damage to our operations, instability of our infrastructure and equipment, washed-out roads to our properties, and alter the supply of water and electricity to our projects. Increased temperatures may also decrease worker productivity at our projects and raise ventilation and cooling costs. Should the impacts of climate change be material in nature or occur for lengthy periods of time in the areas in which we operate, our financial condition or results of operations could be materially adversely affected.

Changes in the quantity of water, whether in excess or deficient amounts, may impact exploration and development activities, mining and processing operations, water storage and treatment facilities, tailings storage facilities, closure and reclamation efforts, and may increase levels of dust in dry conditions and land erosion and slope stability in case of prolonged wet conditions. Increased precipitation, extreme rainfall events may potentially impact tailings storage facilities through flooding of the water management infrastructure, exceeding surface water runoff network capacity, overtopping the facility, or undermining the slope stability of the structure. Further, increased amounts of water may result in extended periods of flooding to the mine pits and site infrastructure; or may exceed current water treatment facility capacity to store and treat water physical conditions resulting in an unintended overflow either on or off of the mine site property.

U.S. and international legislative and regulatory action intended to ensure the protection of the environment are constantly changing and evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs. Transitioning our business to meet regulatory, societal and investor expectations may cause us to incur higher costs and lower economic returns than originally estimated for new exploration projects and development plans of existing operations.

Our continuing reclamation obligations at our operations could require significant additional expenditures.

We are responsible for the reclamation obligations related to disturbances located on all of our properties and have recorded a liability on our Consolidated Balance Sheets to cover the estimated reclamation obligation. However, there is a risk that any reserve could be inadequate to cover the actual costs of reclamation when carried out. Continuing reclamation obligations will require a significant amount of capital. There is a risk that we will be unable to fund these additional obligations and further, that the regulatory authorities may increase reclamation requirements to such a degree that it would not be commercially reasonable to continue mining and exploration activities, which may materially adversely affect our results of operations, financial performance, and cash flows.

Title to mineral properties can be uncertain and in the event of a dispute regarding title to our Mexican properties, it will likely be necessary for us to resolve the dispute in Mexico, where we would be faced with unfamiliar laws and procedures.

Our ability to explore and operate our properties depends on the validity of our title to that property. Uncertainties inherent in mineral properties relate to such things as the sufficiency of mineral discovery, proper posting and marking of

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boundaries, assessment work and possible conflicts with other claims not determinable from public record. There may be valid challenges to the title to our properties which, if successful, could impair development and/or operations. The resolution of disputes in foreign countries can be costly and time consuming. In a foreign country, we face the additional burden of understanding unfamiliar laws and procedures. We may not be entitled to a jury trial, as we might be in the U.S. Further, to litigate in any foreign country, we would be faced with the necessity of hiring lawyers and other professionals who are familiar with the foreign laws. For these reasons, we may incur unforeseen costs if we are forced to resolve a dispute in Mexico or any other foreign country.

In most of the countries in which we operate, failure to comply with applicable laws and regulations relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners. Any such loss, reduction, or imposition of partners could have a material adverse effect on our financial condition, results of operations, and prospects.

Under the laws of Mexico, mineral resources belong to the state, and government concessions are required to explore for or exploit mineral reserves. Mineral rights derive from concessions granted, on a discretionary basis, by the Ministry of Economy, pursuant to the Mexican mining law and regulations thereunder. Our concessions in Mexico are subject to continuing government regulation, and failure to adhere to such regulations will result in termination of the concession. A title defect could result in losing all or a portion of our right, title, and interest in and to the properties to which the title defect relates.

Additionally, in 2014, new mining concessions became subject to additional review and approval by the Mexico Ministry of Energy, and in recent years, the federal government has been reluctant to issue new mining concessions at all.

Mining concessions in Mexico give exclusive exploration and exploitation rights to the minerals located in the concessions but do not include surface rights to the real property, which requires that we negotiate the necessary agreements with surface landowners. Many of our mining properties are subject to the Mexican ejido system, requiring us to contract with the local communities surrounding the properties in order to obtain surface rights to land needed in connection with our mining exploration activities. See “Risk Factors- Our ability to develop our Mexican properties is subject to the rights of the Ejido (agrarian cooperatives) who use or own the surface for agricultural purposes.”

Our ability to develop our Mexican properties is subject to the rights of the Ejido (agrarian cooperatives) who use or own the surface for agricultural purposes.

Our ability to mine minerals is subject to maintaining satisfactory arrangements and relationships with the Ejido for access and surface disturbances. Ejidos are groups of local inhabitants who were granted rights to conduct agricultural activities on the property. We must negotiate and maintain a satisfactory arrangement with these residents in order to disturb or discontinue their rights to farm. While we have successfully negotiated and signed such agreements related to the Arista and Alta Gracia mines, our inability to maintain these agreements or consummate similar agreements for new projects could impair or impede our ability to successfully explore, develop, and mine the properties, which in turn could materially adversely affect our future cash flow.

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A significant amount of our mining properties are subject to exchange control policies, the effects of inflation, and currency fluctuations between the U.S. dollar and the Mexican peso.

 

Our revenue and external funding are primarily denominated in U.S. dollars. However, certain mining, processing, maintenance, and exploration costs are denominated in Mexican pesos. These costs principally include electricity, labor, water, maintenance, local contractors, and fuel. The appreciation of the peso against the U.S. dollar increases expenses and the cost of purchasing capital assets in U.S. dollar terms in Mexico, which can adversely impact our operating results and cash flows. Conversely, depreciation of the Mexican peso decreases operating costs and capital asset purchases in U.S. dollar terms. When inflation in Mexico increases without a corresponding devaluation of the Mexican peso, our financial position, results of operations and cash flows could be materially adversely affected. The annual average inflation rate in Mexico was approximately 5.53% in 2021, 3.40% in 2020, and 3.64% in 2019. At the same time, the peso has been subject to fluctuation, which may not have been proportionate to the inflation rate and may not be proportionate to the inflation rate in the future. The value of the peso decreased by 3.08% in 2021, decreased by 5.53% in 2020, and increased by 4.45% in 2019. In addition, fluctuations in currency exchange rates may have a significant impact on our financial results. There can be no assurance that the Mexican government will maintain its current policies with regard to the peso or that the peso's value will not fluctuate significantly in the future. We cannot assure you that currency fluctuations, inflation and exchange control policies will not have an adverse impact on our financial condition, results of operations, earnings, and cash flows.

Lack of infrastructure could forestall or prevent further exploration and advancement.

Exploration activities, as well as any advancement activities, depend on adequate infrastructure. Reliable roads, bridges, power sources, and water supply are important factors that affect capital and operating costs and the feasibility and economic viability of a project. Unanticipated or higher than expected costs and unusual or infrequent weather phenomena, or government or other interference in the maintenance or provision of such infrastructure, could materially adversely affect our business, financial condition, and results of operations.

Risks Related to our Common Stock

Our stock price may be volatile and as a result shareholders could lose part or all of their investment.

In addition to other risk factors identified and due to volatility associated with equity securities in general, the value of a shareholder’s investment could decline due to the impact of numerous factors upon the market price of our common stock, including:

Changes in the worldwide price for the metals we mine;

Adverse results from our exploration, development, or production efforts;

Producing at rates lower than those targeted;

Political and regulatory risks;

Weather conditions, including unusually heavy rains;

Failure to meet our revenue or profit goals or operating budget;

Decline in demand for our common stock;

Downward revisions in securities analysts’ estimates or changes in general market conditions;

Technological innovations by competitors or in competing technologies;

Investor perception of our industry or our prospects;

Lawsuits;

Economic impact from spread of disease;

Actions by government or central banks; and

General economic trends.

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Stock markets in general have experienced extreme price and volume fluctuations and the market prices of individual securities have been highly volatile. These fluctuations are often unrelated to operating performance and may materially adversely affect the market price of our common stock. As a result, shareholders may be unable to sell their shares at a desired price.

Past payments of dividends on our common stock are not a guaranty of future payments of dividends.

In 2010, we began paying cash dividends to the holders of our common stock. However, our ability to continue to pay dividends in the future will depend on a number of factors, including, free cash flow, mine construction requirements and strategies, other acquisition and/or construction projects, spot metal prices, taxation, government-imposed royalties, and general market conditions. Further, a portion of our cash flow is expected to be retained to finance our operations and explorations and development of mineral properties. Any material change in our operations may affect future dividends which may be modified or canceled at the discretion of our Board of Directors. Any decrease in our dividend would likely have an adverse impact on the price of our common stock.

Issuances of our stock in the future could dilute existing shareholders and materially adversely affect the market price of our common stock.

We have the authority to issue up to 200,000,000 shares of common stock, 5,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock, in some cases without shareholder approval. As of March 9, 2022, there were 88,338,774 shares of common stock outstanding. Future issuances of our securities could be at prices substantially below the price paid for our common stock by our current shareholders. We can issue significant blocks of our common stock without further shareholder approval. Because we have issued less common stock than many of our larger peers, the issuance of a significant amount of our common stock may have a disproportionately large impact on our share price compared to larger companies.

Failure to meet the maintenance criteria of the NYSE American may result in the delisting of our common stock, which could result in lower trading volumes and liquidity, lower prices of our common shares, and make it more difficult for us to raise capital.

Our common stock is currently listed on the NYSE American. In order to maintain that listing, we must meet certain requirements, including maintaining a minimum amount of shareholders’ equity and a minimum number of public shareholders. In addition to objective standards, the NYSE American may delist the securities of any issuer if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; if the issuer sells or disposes of principal operating assets or ceases to be an operating company; if an issuer fails to comply with the NYSE American’s listing requirements; if an issuer’s common stock sells at what the NYSE American considers a “low selling price” and the issuer fails to correct this via a reverse split of shares after notification by the NYSE American; or if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, inadvisable.

If we are unable to remain in compliance with the NYSE American continued listing requirements, our common stock may be suspended from trading on and/or delisted from the NYSE American. Although we have not been notified of any delisting proceedings, there is no assurance that we will not receive such notice in the future or that we will be able to then comply with NYSE American listing standards. If the NYSE American delists our common stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our securities, reduced liquidity, decreased analyst coverage of our securities, and an inability for us to obtain additional financing to fund our operations.

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General Risks

Our operations may be further disrupted, and our financial results may be materially adversely affected by the novel coronavirus (COVID-19) pandemic.

 

The novel strain of coronavirus known as COVID-19, which was declared a pandemic by the World Health Organization in March 2020, poses a risk to our business and operations. If a significant portion of our workforce becomes unable to work or travel to our operations due to illness or state or federal government restrictions (including travel restrictions and “shelter-in-place” and similar orders restricting certain activities that may be issued or extended by authorities), we may be forced to reduce or suspend exploration activities and/or development projects which may impact liquidity and financial results. These restrictions have significantly disrupted economic activity in both the world, national and local economies and have caused volatility in capital markets. Our operations at the Arista mine in Oaxaca were temporarily suspended, and our cash flows were negatively impacted during 2020 and 2021 as a result. The various government restrictions arising due to the virus have curtailed the travel of our executives, which might materially adversely affect our operations on a long-term basis. The effects of the continued outbreak of COVID-19 and related government responses have caused and could continue to cause disruptions to supply chains and capital markets, reduced labor availability and productivity and a prolonged reduction in economic activity. These effects could have a variety of adverse impacts on us, including reduced demand for our products; impairment of goodwill or long-lived assets; impairment of our ability to develop and construct new mines, to operate existing projects, and to access funds from financial institutions and capital markets. In particular, these effects could disrupt or delay mining at our operating projects, which in turn could have a material adverse effect on our operations, cash flow and financial condition. Due to circumstances beyond our control, including the availability and distribution of the COVID-19 vaccine, we are unable to determine the long-term impact that the COVID-19 outbreak will have on operations.

 

To the extent the COVID-19 pandemic materially adversely affects our business and financial results as discussed above, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those relating to our operation and indebtedness and financing. Because of the highly uncertain and dynamic nature of events relating to the COVID-19 pandemic, it is not currently possible to estimate the impact of the pandemic on our business. However, these effects could have a material impact on our operations, and we will continue to monitor the COVID-19 situation closely.

We may not be able to operate successfully if we are unable to recruit, hire, retain, and develop key personnel and a qualified and diverse workforce. In addition, we are dependent upon our employees being able to safely perform their jobs, including the potential for physical injuries or illness.

We depend upon the services of a number of key executives and management personnel. These individuals include our executive officers and other key employees. If any of these individuals were to die, become disabled, or leave our company, we would be forced to identify and retain individuals to replace them. We may be unable to hire a suitable replacement on favorable terms should that become necessary.

Our success is also dependent on the contributions of our highly skilled and experienced workforce. Our ability to achieve our operating goals depend upon our ability to recruit, hire, retain, and develop qualified and diverse personnel to execute on our strategy. There continues to be competition over highly skilled personnel in our industry. If we lose key personnel or one or more members of our senior management team; or if we fail to develop adequate succession plans; or if we fail to hire, retain, and develop qualified and diverse employees; our business, financial condition, results of operations, and cash flows could be harmed. COVID-19 vaccine mandates and other COVID-19 related laws and policies could make hiring and retaining highly skilled key employees more difficult in the future.

Our business is dependent upon our workforce being able to safely perform their jobs, including the potential for physical injuries or illness. If we experience periods where our employees are unable to perform their jobs for any reason,

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including as a result of illness (such as COVID-19), our business, financial condition, results of operations, and cash flows could be materially adversely affected. As a result of the COVID-19 pandemic, we have experienced temporary workforce disruptions and periods where we temporarily placed our Mexican operations in care and maintenance. These events, or if similar events occur in the future, could have a material adverse impact on the business in the future.

We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks, data leakage risks, and risks associated with implementation and integration.

We are dependent upon information technology systems in the conduct of our business. Any significant breakdown, invasion, virus, cyberattack, security breach, destruction, or interruption of these systems by employees, others with authorized access to our systems, or unauthorized persons could negatively impact our business. To the extent any invasion, cyberattack, or security breach results in disruption to our business; such as loss or disclosure of, or damage to our data or confidential information; our reputation, business, results of operations, and financial condition could be materially adversely affected. We have implemented various measures to manage our risks related to information technology systems and network disruptions. However, given the unpredictability of the timing, nature, and scope of information technology disruptions, we could potentially be subject to production downtimes, operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems, and networks or financial losses from remedial actions, any of which could have a material adverse effect on our cash flows, competitive position, financial condition, or results of operations. Our systems and insurance coverage for protecting against cyber security risks may not be sufficient. Although to date we have not experienced any material losses relating to cyberattacks, we may suffer such losses in the future. We may be required to expend significant additional resources to continue to modify or enhance our protective measures. We also may be subject to significant litigation, regulatory investigation, and remediation costs associated with any information security vulnerabilities, cyberattacks or security breaches.

We may also be materially adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly, or not properly integrated into our operations. If we are unable to successfully implement system upgrades or modifications, we may have to rely on manual reporting processes and controls over financial reporting that have not been planned, designed, or tested. Various measures have been implemented to manage our risks related to the system upgrades and modifications, but system upgrades and modification failures could have a material adverse effect on our business, financial condition and results of operations and could, if not successfully implemented, adversely impact the effectiveness of our internal controls over financial reporting.

Our business is subject to the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, a breach or violation of which could lead to civil and criminal fines and penalties, loss of licenses or permits and reputational harm.

We operate in certain jurisdictions that have experienced some degree of governmental and private sector corruption, and in certain circumstances, strict compliance with anti-bribery laws may conflict with certain local customs and practices. The U.S. Foreign Corrupt Practices Act and anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. Our Code of Ethics and other corporate governance mandate compliance with these anti-bribery laws, which often carry substantial penalties. However, there can be no assurance that our internal control policies and procedures will always protect us from recklessness, fraudulent behavior, dishonesty, or other inappropriate acts committed by our affiliates, employees, contractors, or agents. As such, our corporate policies and processes may not prevent all potential breaches of law or other governance practices. Violations of these laws, or allegations of such violations, could lead to civil and criminal fines and penalties, litigation, loss of operating licenses or permits, and may damage our reputation, which could have a material adverse effect on our business, financial position, and results of operations, or cause the market value of our common stock to decline.

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ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

ITEM 2.PROPERTIES

We classify our mineral properties into three categories: “Production Stage Properties”, “Development Stage Properties”, and “Exploration Stage Properties”. Production Properties are properties for which we operate a producing mine.

At our Don David Gold Mine, we currently have 100% interest in six properties, including two Production Stage Properties and four Exploration Stage Properties, located in Oaxaca, Mexico, along the San Jose structural corridor. Because of their proximity and relatively integrated operations, we collectively refer to the six properties as the Don David Gold Mine. The two Production Stage Properties are the only two of the six properties that make up the Don David Gold Mine that we consider to be independently material at this time. The Company also has 100% interest in the Back Forty Project, an advanced Exploration Stage Property, located in Menominee County, Michigan, USA.

Mineral Resources

Under SEC S-K 1300, a Mineral Resource is defined as “a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction.” A Mineral Resource is a “reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.” More information supporting assumptions, methodologies, and procedures can be found in the Technical Report Summary filed as Exhibit 96.1 to this Form 10-K.

Don David Gold Mine – Summary of Gold, Silver, and Base Metal Mineral Resources
at December 31, 2021(1)(2)(3)(4)

Description

KTonnes

Gold
g/t

Silver
g/t

Copper %

Lead %

Zinc %

Cut-off grade

Metallurgical Recovery (%)

Arista

$/Tonne

Au

Ag

Cu

Pb

Zn

Measured Mineral Resources

352

2.18

171.69

0.38

1.57

4.79

88

81

92

80

80

82

Indicated Mineral Resources

1,208

1.46

120.06

0.31

1.21

3.49

88

81

92

80

80

82

Measured + Indicated

1,560

1.62

131.72

0.33

1.29

3.79

88

81

92

80

80

82

Inferred Mineral Resources

1,766

0.90

94.16

0.27

1.18

3.19

88

81

92

80

80

82

Alta Gracia

AuEq/tonne

Measured Mineral Resources

24

0.81

367.95

-

-

-

2.36

85

72

-

-

-

Indicated Mineral Resources

90

0.61

327.18

-

-

-

2.36

85

72

-

-

-

Measured + Indicated

114

0.65

335.82

-

-

-

2.36

85

72

-

-

-

Inferred Mineral Resources

148

0.62

295.61

-

-

-

2.36

85

72

-

-

-

Notes on Mineral Resources:

1.

Mineral Resource estimated at December 31, 2021 are based on $1,744/oz for Gold, $23.70/oz for Silver, $3.59/pound Copper, $0.97/pound Lead and $1.15/pound Zinc. These prices reflect the August 2021 average five-year street consensus as provided by the Bank of Montreal.

2.

The definitions for Mineral Resources in S-K 1300 were followed which are consistent with CIM (2014) definitions and are exclusive of Mineral Reserves.

3.

Mineral Resources that are not Mineral Reserves are materials of economic interest with reasonable prospects for economic extraction.

4.

Rounding of tonnes, average grades, and contained ounces may result in apparent discrepancies with total rounded tonnes, average grades, and total contained ounces.

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For comparison, as at December 31, 2020, DDGM’s estimates of Mineral Resources, exclusive of Mineral Reserves, are provided in the below table.

Don David Gold Mine – Summary of Gold, Silver, and Base Metal Mineral Resources

at December 31, 2020(1)(2)(3)(4)

Description

KTonnes

Gold
g/t

Silver
g/t

Copper %

Lead %

Zinc %

Cut-off grade

Metallurgical Recovery (%)

Arista

$/Tonne

Au

Ag

Cu

Pb

Zn

Measured Mineral Resources

576

1.56

114.28

0.28

1.02

3.08

77

76

92

80

79

80

Indicated Mineral Resources

1,704

1.43

154.25

0.22

1.25

3.54

77

76

92

80

79

80

Measured + Indicated

2,280

1.47

143.87

0.24

1.19

3.42

77

76

92

80

79

80

Inferred Mineral Resources

642

0.91

74.36

0.35

1.17

3.86

77

76

92

80

79

80

Alta Gracia

AuEq/tonne

Measured Mineral Resources

37

0.61

273.00

-

-

-

2.33

85

72

-

-

-

Indicated Mineral Resources

132

0.85

405.00

-

-

-

2.33

85

72

-

-

-

Measured + Indicated

169

0.80

376.00

-

-

-

2.33

85

72

-

-

-

Inferred Mineral Resources

53

0.74

368.00

-

-

-

2.33

85

72

-

-

-

Notes on Mineral Resources:

1.

Mineral Resource estimated at December 31, 2020 were based on $1,477/oz for Gold, $17.47/oz for Silver, $2.83/pound Copper, $0.92/pound Lead and $1.17/pound Zinc. These prices reflect the three-year trailing average price.

2.

The definitions for Mineral Resources in S-K 1300 were followed which are consistent with CIM (2014) definitions and are exclusive of Mineral Reserves.

3.

Mineral Resources that are not Mineral Reserves are materials of economic interest with reasonable prospects for economic extraction.

4.

Rounding of tonnes, average grades, and contained ounces may result in apparent discrepancies with total rounded tonnes, average grades, and total contained ounces.

During 2021, we performed a comprehensive review of our geological database and interpretation of the mineralization, the block models derived from them and ultimately the mine plan to ensure more reliable and accurate mine planning and forecasting. In addition, metallurgy, mining methods, ground control and other parameters were reviewed. As a result of this review, Measured and Indicated Mineral Resources decreased from 2.4 million tonnes at December 31, 2020 to 1.7 million tonnes at December 31, 2021. The largest contributing factor to this decrease was the reclassification of mineralization from Measured and Indicated Mineral Resource to Inferred Mineral Resource. Inferred Mineral Resources increased from 0.7 million tonnes as at December 31, 2020 to 1.9 million tonnes at December 31, 2021.

Mineral Reserves

Under S-K 1300, a Mineral Reserve is defined as “an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project.” More information supporting assumptions, methodologies, and procedures can be found in the Technical Report Summary filed as Exhibit 96.1 to this Form 10-K.

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Don David Gold Mine – Summary of Gold, Silver and Base Metal Mineral Reserves
at December 31, 2021 (1) (4)

Recovery

 

Description

Tonnes

Gold
g/t

Silver
g/t

Cu (%)

Pb (%)

Zn (%)

Cut-off Grade

% Au

% Ag

% Cu

% Pb

% Zn

Don David Gold Mine

Arista Mine (2)

$/Tonne

Proven Mineral Reserves

353,500

2.63

93

0.4

1.9

4.9

88

80.7

92.4

80.0

79.9

81.5

Probable Mineral Reserves

1,131,200

1.22

61

0.2

1.0

2.8

88

80.7

92.4

80.0

79.9

81.5

Arista Mine Total

1,484,700

1.55

69

0.3

1.2

3.3

Alta Gracia Mine (3)

AuEq/tonne

Proven Mineral Reserves

3,000

0.85

392

0.0

0.1

0.3

2.33

85.0

72.0

Probable Mineral Reserves

50,800

0.27

169

0.0

0.0

0.0

2.33

85.0

72.0

Alta Gracia Mine Total

53,800

0.30

181

0.0

0.0

0.0

Don David Gold Mine Total

1,538,500

1.51

73

Notes on Mineral Reserves:

1.Mineral Reserves estimated at December 31, 2021 are based on $1,744/oz for Gold, $23.70/oz for Silver, $3.59/pound Copper, $0.97/pound Lead, and $1.15/pound Zinc. These prices reflect the August 2021 average five-year street consensus as provided by the Bank of Montreal.
2.The Arista Mine cut-off grades for Mineral Reserves are $88/tonne NSR.
3.No appreciable amounts of base metals are present in the Alta Gracia veins identified to-date. A breakeven cut-off grade of 2.33 g/t AuEq was used for Mineral Reserves using gold and silver only to calculate gold equivalencies.
4.Rounding of tonnes, average grades, and contained ounces may result in apparent discrepancies with total rounded tonnes, average grades, and total contained ounces.

For comparison, as at December 31, 2020, DDGM’s estimates of Mineral Reserves are presented in the table below.

Don David Gold Mine – Summary of Gold, Silver and Base Metal Mineral Reserves
at December 31, 2020 (1) (4)

Recovery

 

Description

Tonnes

Gold
g/t

Silver
g/t

Cu (%)

Pb (%)

Zn (%)

Cut-off Grade

% Au

% Ag

% Cu

% Pb

% Zn

Don David Gold Mine

Arista Mine (2)

$/Tonne

Proven Mineral Reserves

1,775,600

2.22

116

0.4

1.6

4.5

77

76.0

92.0

80.0

79.0

80.0

Probable Mineral Reserves

490,600

1.88

138

0.4

1.5

3.9

77

76.0

92.0

80.0

79.0

80.0

Arista Mine Total

2,266,200

2.16

121

0.4

1.5

4.0

Alta Gracia Mine (3)

AuEq/tonne

Proven Mineral Reserves

51,900

0.76

325

0.0

0.0

0.0

2.33

85.0

72

Probable Mineral Reserves

10,400

0.85

514

0.0

0.0

0.0

2.33

85.0

72

Alta Gracia Mine Total

62,300

0.77

357

0.0

0.0

0.0

Don David Gold Mine Total

2,328,500

2.11

127

Notes on Mineral Reserves:

1.Mineral Reserves estimated at December 31, 2020 were based on $1,477/oz for Gold, $17.47/oz for Silver, $2.83/pound Copper, $0.92/pound Lead, and $1.17/pound Zinc. These prices reflect the three-year trailing average prices.
2.The Arista Mine cut-off grades for Mineral Reserves are $77/tonne NSR. The term “cutoff grade” means the lowest NSR value considered economic to process.
3.No appreciable amounts of base metals are present in the Alta Gracia veins identified to-date. A breakeven cut-off grade of 2.33 g/t AuEq was used for Mineral Reserves using gold and silver only to calculate gold equivalencies.

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4.Rounding of tonnes, average grades, and contained ounces may result in apparent discrepancies with total rounded tonnes, average grades, and total contained ounces.

Proven and Probable Mineral Reserves decreased from 2.3 million tonnes at December 31, 2020 to 1.5 million tonnes at December 31, 2021. The largest contributing factor was the depletion of the reserves by 0.5 million tonnes related to mining activities and another 0.3 million tonnes were reclassified as Measured and Indicated Mineral Resources.

Don David Gold Mine

All of the properties that make up our Don David Gold Mine are located in Oaxaca, Mexico in what is known as the San Jose structural corridor, which runs 70 degrees northwest. Our properties comprise 55 continuous kilometers of this structural corridor which spans three historic mining districts in Oaxaca; the map below shows the general location of our properties:

Map

Description automatically generated

The Company was granted concessions from the Mexican federal government to explore and mine our properties in Mexico. Please see below Mining Concessions and Regulations in Mexico for additional information. We hold certain properties as the concession holder and lease other properties from a third party. We are required to pay concession fees to the Mexican government to maintain our interest in these concessions, and we pay concession fees for all of our mineral properties, including those which are subject to the third-party lease.

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The table below details information related to the mining concessions that comprise our properties in Oaxaca, Mexico:

Total Number of Concessions

Total Size

Acquisition Date Range

2021 Maintenance Fees Paid

 

(in hectares)

Production Stage Properties:

Arista

18

24,372

2002 to 2016

$

405,057

Alta Gracia

3

5,175

2008

91,760

Total Production Stage Properties:

29,547

$

496,817

Exploration Stage Properties:

Rey

4

2,335

2002 to 2009

$

41,399

Chamizo

2

19,758

2011 to 2013

350,319

Margaritas

1

925

2002

16,401

Fuego

1

2,554

2013

45,284

Total Exploration Stage Properties:

25,572

$

453,403

Total:

29

55,119

$

950,220

Production Stage Properties

Arista & Alta Gracia Mines

History: The Arista and Alta Gracia mines are in the regional Tlacolula mining district within Oaxaca State, in the southwestern part of Mexico. According to the Mexican Geological Survey, the Servicio Geologico Mexicano (“SGM”) mining activity was initiated in the early 1880s in the Tlacolula mining district, producing some 300,000 ounces of gold and silver from an ore shoot of the La Leona mine. However, no separate amounts of production were reported for each metal. According to the SGM, in 1892 two smelters were built and operated (Magdalena Teitipac and O'Kelly) near the village of Tlacolula for processing ores from the Alta Gracia La Soledad, San Ignacio y Anexas, La Leona, La Victoria, and San Rafael silver mines. Subsequently, in 1911, Mr. Sken Sanders investigated the Totolapam mining region with a particular interest in the Margaritas mine. Most of these historical mines are within DDGM's mining concessions.

While the DDGM Arista Mine and Alta Gracia Mine are in the smaller mining subdistricts of San Jose de Gracia and Alta Gracia, respectively, only small-scale artisanal mining was historically conducted in these areas’ subdistricts. No reliable production records exist for the historic production performed in the Arista and Alta Gracia Project areas.

In 1998 and 1999, some concessions now held by DDGM were leased to Apex Silver Corporation (“Apex”). Apex carried out an exploration program involving geologic mapping, surface sampling, and an eleven (11) hole reverse circulation drilling program (1,242 m) into the Arista flat-lying vein (manto-style) deposit.

Arista Mine

Background: The Arista Mine currently holds 18 mining concessions aggregating 24,372 hectares.

In 2002, we leased the Aguila, El Aire, and La Tehuana concessions from a third party. The Aguila and El Aire concessions are part of the Arista Mine and the La Tehuana concession comprises the Margaritas property. The lease agreement is subject to a 4% net smelter return royalty where production is sold in the form of gold/silver doré and 5% for production sold in concentrate form. Subject to meeting minimum exploration requirements, there is no expiration term

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for the lease. We may terminate it at any time upon written notice to the lessor, and the lessor may terminate it if we fail to fulfill any of our obligations, which primarily consist of paying the appropriate royalty to the lessor.

In August 2003, we commenced an initial drilling and exploration program at the Arista mine. Through 2020, we have drilled a total of 1,293 core holes (both surface and underground) equaling 375,669 meters and 166 reverse circulation holes equaling 14,367 meters for a total of 1,459 holes totaling 390,036 meters.

In 2010, we acquired from a third party additional concessions, at no additional cost, which are subject to a 2% royalty, but are not subject to the Aguila lease agreement. We filed for and received additional concessions from the Mexican government which are also not part of the concessions leased or acquired from the third party. While not subject to the Aguila lease, the two concessions are considered within the Arista mine.

Location and Access: The Arista mine is located in the Sierra Madre del Sur Mountains of southern Mexico in the central part of the State of Oaxaca. The property is located along a major paved highway approximately 120 kilometers southeast of Oaxaca City, the state’s capital city. The property is approximately four kilometers northwest from the village of San Jose de Gracia. We have constructed gravel and paved roads from the village to the mine and processing facility which provides adequate access to the property.

The climate of the Arista mine area is dry and warm to very warm with most rainfall occurring in June through September, and annual precipitation averaging 423.7 mm. The average yearly temperature is 26.6 degrees centigrade. The area is very rocky with arid vegetation. Subsistence farming occurs, and the main agricultural crop is agave cactus that is cultivated for the production of mescal.

Geology and Mineralization: The Arista mine is located in the San Jose de Gracia Mining District in Oaxaca. Multiple volcanic domes of various scales, and likely non-vented intrusive domes, dominate the district geology. These volcanogenic features are imposed on a pre-volcanic basement of sedimentary rocks. Gold and silver mineralization in this district is related to the manifestations of this classic volcanogenic system and is considered epithermal in character.

Historically, we have produced ore from two locations on the Arista mine, the open pit mine and the underground mine. The open pit mineralization is considered low sulfidation, epithermal mineralization primarily of gold with some silver and no base metals. In 2021, mining activities were completed in the open pit, and it will now become the site for filtered dry stack tailings deposition. The Arista underground mine is considered intermediate epithermal mineralization of gold, silver, copper, lead, and zinc. The host rock in the Arista vein system is primarily andesite.

Facilities: We constructed a processing facility and other infrastructure at the Arista mine for approximately $35 million in 2009, and expanded the processing facility in 2012 and 2013, spending an additional $23 million. The flotation mill expansion, completed at the end of 2013, increased the number of flotation cells, added a second ball mill to allow for additional processing capacity, and added a Knelson gravity concentrator. In 2014 we completed a doré processing facility. In 2019, an increase in pumping capacity to the cyclones in the plant resulted in plant capacity increasing to nominal 2,000 tpd. The DDGM processing facility is flexible in its ability to process several types of mineralization. It has a differential flotation section capable of processing polymetallic ore and producing up to three separate concentrate products for sale. The facility also has an agitated leach circuit capable of producing gold and silver doré for sale.

We obtained water rights from the Mexican government for an amount of water that we believe is sufficient to meet our operating requirements and pump it approximately five kilometers to the site from a permitted well located near the Totolapam River.

Additional improvements at the site include electrical power lines connecting to the Mexican national power grid, installation of backup diesel generation power plants and switch gear, paving a three-kilometer section of the road from the mine to the processing facility, construction of a new surface maintenance garage and fuel station, construction of haul

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roads from the mine site to the processing facility, office space at the processing facility, an assay lab, an exploration office, tailings impoundment facilities and lift, a paste fill plant, mine camp facilities, and other infrastructure.

Exploration Activities:

We completed 112 underground diamond drill holes totaling 25,104 meters and 30 surface diamond drill holes totaling 9,929 meters at the Arista mine during 2021. The underground drilling included significant infill drilling, particularly on the Switchback system, in order to convert Inferred Mineral Resources to Mineral Reserves and to optimize the mine plan. A total of 68 underground infill drill holes were completed totaling 9,687 meters. The drilling, in conjunction with expansion drilling, identified a number of high-grade zones in the southeastern part of the Soledad vein, within and peripheral to existing Mineral Resources. The underground expansion drilling activities were mainly focused on the Switchback and, the newly defined, Three Sisters vein system in the Arista Mine; 44 drill holes were completed totaling 15,418 meters. The Switchback vein system extends for over a one-kilometer strike length and remains open on both strike and vertical extent, with 2021 drilling targeting the expansion and delineation of the multiple sub-parallel veins. The Three Sisters vein system lies at the northern limit of known mine working and between the Switchback and Arista vein systems; Three Sisters drilling focused on the Sandy vein which is open to the northwest and up- and down-dip.

Surface drilling continued to explore for potentially economic mineralization in zones close to the Arista Mine; along strike drilling from the Arista vein system confirmed the presence of felsic dykes which are often intimately associated with mineralization within the Arista mine and confirm the need to continue exploring along strike to the southeast. An infill program from surface targeted the along strike extension of the Santiago vein confirming the presence of mineralization. A condemnation drilling program below the open pit was also undertaken. Surface geologic mapping and rock chip sampling continued in the vicinity of the Arista mine, the open pit and the geological targets Cerro Pilon and Cerro Colorado amongst other prospects. Our exploration efforts demonstrate our commitment to long-term investment in Oaxaca, Mexico.

Please see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information concerning our mining operations at the Alta Gracia project.

Alta Gracia Mine

Background: In 2008, we were granted claims adjacent to the Margaritas property in the Alta Gracia Mining District by filing three mining concessions known as the David Fracción I, the David Fracción II, and La Herradura, totaling 5,175 hectares.

As of December 31, 2016, proven and probable reserves had been established for the Mirador Underground Mine on our Alta Gracia property. In July 2017, mine development reached the economic ore zone of the Mirador vein, and mining began.

Location and Access: The Alta Gracia project is approximately 20 kilometers northeast of the village of San Pedro Totalapam, in the Municipality of San Pedro Totolapam. Access to the project is by a gravel road that departs the paved highway approximately 13 kilometers east of the village of San Pedro Totalapam. The haulage distance by road from Alta Gracia to the DDGM processing facility is approximately 32 kilometers.

Geology and Mineralization: The sedimentary and volcanic units mapped at Alta Gracia are similar to those observed at the Arista mine. The district is dominated by tertiary-age rhyolite flows and tuffs which are underlain by andesite flows and tuff. Granodiorite and felsic intrusives are observed to crop out to the north and east of the Mirador mine. Known vein occurrences at Alta Gracia are mainly hosted in andesite and rhyolite. The veins at Alta Gracia are considered low sulfidation epithermal mineralization with economic values only for gold and silver.

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Facilities: During 2016, we received our operating permit for the Mirador Mine.

In 2017, two mine portals were developed to provide access to the Mirador vein. Mine site offices and a mobile equipment maintenance shop were established. Additionally, a diesel power generation plant, a compressed air and a mine water pumping station were developed and put into service. In 2018, old workings were improved to create a second access to the vein system called Independencia. The portal for this access is located approximately 500 meters southwest of the Mirador portal. Development is now established to access the mineralization, delineated by drill campaigns during 2018 and 2019, within the Mirador’s Independencia vein.

Ore from the Mirador Mine, primarily silver ore, is transported by contracted haul trucks to and processed at our agitated leach plant at the DDGM processing facility, with final product being doré.

Exploration Activities: The 2021 Alta Gracia exploration program mainly included surface geological mapping along with rock chip sampling in the historic mining areas at Alta Gracia. The new information will be used to guide future surface drilling programs.

Graphic

Open Pit and Dry Stack Facility

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Exploration Properties

Margaritas Property

The Margaritas property is made up of the La Tehuana concession, which is approximately 925 hectares, located along our 55-kilometer mineralized trend, and adjacent to the Arista mine.

In 2021, we continued to review results from previous surface drilling, surveying, detailed geological mapping, and rock chip channel sampling for the Margaritas property. We completed the work required to maintain the claims during 2021, with work focused on re-interpretation of geochemical data and additional data compilation to identify new targets of interest, as well as continued surface mapping. We expect to target the same amount of work in 2022, along with identifying opportunities to strengthen our relationship in the local communities.

Chamizo Property

In June 2011, we acquired an exploration concession from the Mexican government of approximately 17,898 hectares referred to as Chamizo. In March 2013, we acquired a property known as Cerro Colorado from Almaden Minerals, Ltd. (“Almaden”) consisting of approximately 1,860 hectares. The Cerro Colorado property is surrounded by our Chamizo concession, and we include it as part of the Chamizo property. The Chamizo Property is adjacent to the Alta Gracia Property. Any future production from the Cerro Colorado concession is subject to a 2% net smelter return royalty in favor of Almaden.

Due to the distance of Chamizo from the Arista mine, exploration activity undertaken in 2021 was limited to data compilation. We do not anticipate any significant work in 2022, although we will be looking to identify opportunities to strengthen our relationship in the local communities to facilitate future work.

Fuego Property

In March 2013, we acquired the Fuego property from Almaden subject to a 2% net smelter return royalty. The Fuego property consists of approximately 2,554 hectares and is located south of our Alta Gracia and Chamizo properties. In 2013, Fuego was included in the property-wide airborne geophysical survey. Geologic mapping and surface sampling have been conducted on the Fuego property, which allows us to meet the acceptable amount of work required to maintain the claims. We do not anticipate any significant exploration activities at Fuego in 2022. However, we plan to conduct the work required to maintain the claims.

Rey Property

The Rey property consists of concessions on the far northwest end of our 55-kilometer mineralized corridor in the State of Oaxaca known as Rey, El Virrey, La Reyna, and El Marquez. The Rey property consists of 2,335 hectares. We acquired the El Virrey concession from a third party, and it is subject to a 2% net smelter return royalty. We obtained the remaining concessions by staking claims and filing for concessions with the Mexican government.

The Rey property is located approximately 64.4 kilometers by road from the Arista mine. There is no plant or equipment on the Rey property. If exploration is successful, any mining would probably require an underground mine where ore could be trucked to the DDGM processing facility for processing. To date, we have drilled 48 core holes for a total of 5,273 meters at the Rey property. Early in 2012, we completed a small amount of work to finish refurbishing and extending an existing shaft on the property to permit underground exploratory drilling. We ceased work at the Rey property during 2012, following a request to obtain additional approvals from local community agencies. In 2022, we plan to continue working with the local agencies to understand and address any concerns the community may have, but we have no assurance that we will be able to resume our exploration activities in the near term. Once community support is obtained,

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we plan to conduct follow-up drilling and exploration based on the drilling done in 2007 and 2008. Regardless of the outcome, we plan to perform enough work to maintain the claims in 2022.

Mining Concessions and Regulations in Mexico

Mineral rights in Mexico belong to the Mexican federal government and are administered pursuant to Article 27 of the Mexican Constitution. All of our mining concessions are exploitation concessions, which may be granted or transferred to Mexican citizens and corporations. Our leases or concessions are held by our Mexican subsidiary DDGM. Exploitation concessions have a term of 50 years and can be renewed for another 50 years. Concessions grant us the right to explore and exploit all minerals found in the ground. Maintenance of concessions requires the semi-annual payment of mining duties (due in January and July) and the performance of assessment work, on a calendar year basis, with assessment work reports required to be filed in the month of May for the preceding calendar year. The amount of mining duties and annual assessment are set by regulation, may increase over the life of the concession, and include periodic adjustments for inflation. Failure to pay the mining duties can lead to cancellation of the relevant concession.

Mexican mining law does not require payment of finder’s fees to the government, except for a discovery premium in connection with national Mineral Reserves, concessions and claims, or allotments contracted directly from the Mexican Geological Survey. None of the claims held by DDGM are under such a discovery premium regime.

Ejido Lands and Surface Right Acquisitions in Mexico

Surface lands within DDGM are Ejido lands (agrarian cooperative lands granted by the federal government to groups of Campesinos pursuant to Article 27 of the Mexican Constitution of 1917). Prior to January 1, 1994, Ejidos could not transfer Ejido lands into private ownership. Amendments to Article 27 of the Mexican Constitution in 1994 now allow individual property ownership within Ejidos and allow Ejidos to enter into commercial ventures with individuals or entities, including foreign corporations. We have an agreement with the local San Pedro Totolapam Ejido allowing exploration and exploitation of mineralization at the Arista mine and some of our surrounding properties.

Mexican law recognizes mining as a land use generally superior to agriculture. However, the law also recognizes the rights of the Ejidos to compensation in the event mining activity interrupts or discontinues their use of the agricultural lands. Compensation is typically made in the form of a cash payment to the holder of the agricultural rights. The amount of such compensation is generally related to the perceived value of the agricultural rights as negotiated in the first instance between the Ejidos and the owner of the mineral rights. If the parties are unable to reach an agreement on the amount of the compensation, the decision can be referred to the government.

We have established surface rights agreements with the San Pedro Totolapam Ejido and the individuals impacted by our proposed operations which allow disturbance of the surface where necessary for our exploration activities and mining operations.

Office Facilities

We constructed an administrative office building adjacent to the DDGM processing facility and a mine office adjacent to the Arista Mine portal. We also lease approximately 3,000 square feet of office space in Oaxaca City, Oaxaca. The lease commenced in 2012 and was renewed in December 2021 for two years.

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Back Forty

The Back Forty Project is an advanced Exploration Stage Property located in Menominee County, Michigan, USA in the mineral-rich Penokean Volcanic Belt. Because the property does not currently have a Mineral Reserve estimate, we do not consider the property to be independently material at this time. Our property is made up of approximately 1,304 hectares (3,222 acres) of private and public (State of Michigan) mineral lands. The project is centered at latitude 46 degrees 27 North and longitude 87 degrees and 51 West.

Map

Description automatically generated

Background: On December 10, 2021, the Company successfully completed the acquisition of all the issued and outstanding common shares of Aquila Resources Inc. Aquila’s principal asset is its 100% interest in the Back Forty Project located in Menominee County, Michigan, USA. The Back Forty Project has a polymetallic (gold, silver, copper, lead, and zinc) Volcanogenic Massive Sulfide deposit. The Back Forty Project controls surface and mineral rights through ownership, leases with the State of Michigan, and royalties with private parties. We are currently advancing a definitive feasibility study and preparing permit applications.

Permitting: The State of Michigan governs and regulates the permitting process as it relates to the Back Forty Project. Upon completion of the definitive feasibility study, we plan to submit an omnibus application for required permits.

Community: Tribal engagement has been very important to the Project, especially considering the cultural resources near the site. Outreach to local Tribes, including the Menominee Indian Tribe of Wisconsin, began as early as June of 2010. Aquila conducted extensive archeological studies throughout the effected and unaffected areas. As agreed with the authorities, Aquila identified areas for permanent protection and established appropriate buffers. We plan to continue working with the Tribes to better understand their concerns and to find opportunities to work together on issues that are

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important to both parties, such as preservation of cultural sites and historical artifacts, impact to the Menominee river, and wetland mitigation.

Office Facilities: In Michigan, we own and operate an administrative office building in Stephenson, MI and another field office close to the location of the potential future mine facilities.

Glossary

The following terms used in this report shall have the following meanings:

Andesite:

An extrusive igneous, volcanic rock, of intermediate composition, with aphanitic to porphyritic texture characteristic of subduction zones, such as the western margin of South America.

Concentrate:

A product from a mineral processing facility, such as gravity separation or flotation, in which the valuable constituents have been upgraded and unwanted gangue materials rejected as waste.

Doré:

Composite gold and silver bullion, usually consisting of approximately 90% precious metals that will be further refined to separate pure metals.

Drift:

A horizontal tunnel generally driven within or alongside an ore body and aligned parallel to the long dimension of the ore.

Epithermal:

Used to describe gold deposits found on or just below the surface close to vents or volcanoes, formed at low temperature and pressure.

Exploration:

Prospecting, sampling, mapping, diamond-drilling, and other work involved in locating the presence of economic deposits and establishing their nature, shape, and grade.

Grade:

The concentration of an element of interest expressed as relative mass units (percentage, ounces per ton, grams per tonne (“g/t”), etc.).

Hectare:

A metric unit of measurement, for surface area. One hectare equals 1/200th of a square kilometer, 10,000 square meters, or 2.47 acres. A hectare is approximately the size of a soccer field.

Long-hole Stoping:

Mining method which uses holes drilled by a production drill to a predetermined pattern by a mining engineer. Long-hole stoping is a highly selective and productive method of mining and can cater for varying ore thicknesses and dips (0 - 90 degree). Blasted rock is designed to fall into a supported drawpoint or removed with remote control LHD (load, haul, dump machine).

Net Smelter Return

(“NSR”):

The net revenue that the owner of a mining property receives from the sale of the mine's metal products, less transportation and refining costs. As a royalty, it refers to the fraction of net smelter return that a mine operator is obligated to pay the owner of the royalty agreement.

Mineral Deposit:

Rocks that contain economic amounts of minerals in them and that are expected to be profitably mined.

Tonne:

A metric ton. One tonne equals 1000 kg. It is equal to approximately 2,204.62 pounds.

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Volcanogenic:

Of volcanic origin.

Volcanic domes:

These are mounds that form when viscous lava is erupted slowly and piles up over the vent, rather than moving away as lava flow. The sides of most domes are very steep and typically are mantled with unstable rock debris formed during or shortly after dome emplacement. Most domes are composed of silica-rich lava, which may contain enough pressurized gas to cause explosions during dome extrusion.

ITEM 3.LEGAL PROCEEDINGS

In February 2020, a local Ejido community (who claim to be an indigenous community) filed an injunction against the Mexican federal government through which they demanded the cancellation of several concession titles, including concessions currently granted to DDGM. The federal government ordered a suspension to prevent work related to excavating, drilling, opening tunnels, and exploiting the mineral resources on the surface and subsoil of the concessions named in the injunction in the lands of the indigenous community. Presently, DDGM does not perform such works in the named concessions in lands of the indigenous community. The lawsuit filed in February 2020 remains under review by the courts.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock trades on the New York Stock Exchange American (“NYSE American”) under the symbol “GORO”.

On March 9, 2022, there were 88,338,774 shares of Gold Resource Corporation, which were held by approximately 200 holders of record.

Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference in such filing.

The following graph compares the performance of our common stock with the performance of the NYSE American Composite Index and the S&P TSX Global Gold Fund, assuming reinvestment of dividends on December 31 of each year indicated. The graph assumes $100 invested at the per share closing price in Gold Resource Corporation and each of the indices included below from December 31, 2016 to December 31, 2021. The spin-off of Fortitude Gold Corporation to our shareholders at December 31, 2020 is reflected as a special dividend in 2021, as the shares started trading on the OTQB in February 2021.

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Chart, line chart

Description automatically generated

* for $100 invested on 12/31/16 in stock or index, including reinvestment of dividends

Transfer Agent

Computershare Trust Company, N.A. is the transfer agent for our common stock. The principal office of Computershare is located at 6200 S. Quebec St., Greenwood Village, CO 80111, and its telephone number is (303) 262-0600.

Dividend Policy

Since our inception, one of management’s primary goals has been to make cash dividend distributions to shareholders. Since commercial production began at the DDGM in July 2010, we have returned over $119 million to our shareholders in dividends. Regular dividends should not be considered a prediction or guarantee of future dividends.

ITEM 6.RESERVED

Not applicable.

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ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. See “Forward-Looking Statements” above. Our actual future results or actions may differ materially from these forward-looking statements for many reasons, including but not limited to the risks described in “Risk Factors” and elsewhere in this annual report and other reports filed by us with the SEC. This discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and related notes included in this report and with the understanding that our actual future results may be materially different from what we currently expect.

Introduction

We are a mining company that pursues gold and silver projects that are expected to achieve both low operating costs and high returns on capital. DDGM holds six properties and includes mineral production primarily from the Arista underground mine. During 2021, we temporarily suspended operations voluntarily in late August in response to a spike in COVID-19. We produce gold and silver doré and metal concentrates which contain precious metals of gold and silver and base metals of copper, lead, and zinc. We are also currently preparing a definitive feasibility study at our Back Forty Project with the goal of commencing commercial production in 2025.

The following discussion summarizes our results of operations for the two fiscal years ended December 31, 2021 and 2020 and our financial condition as of December 31, 2021 and 2020, with a particular emphasis on the year ended December 31, 2021. For discussion regarding the results of operations for the years ended December 31, 2020 and 2019, as well as discussion regarding the financial condition as of December 31, 2020 compared to 2019, please refer to the audited consolidated financial statements for the year ended December 31, 2020 included in the our annual report on Form 10-K filed with the SEC on February 24, 2021. On December 31, 2020, we spun-off our wholly-owned subsidiary, Fortitude Gold Corporation, which held a Nevada Mining Unit. We presented the operating results and cash flows of the Nevada Mining Unit reportable segment within discontinued operations in the prior periods. See Note 21, Discontinued Operations, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information.

The discussion also presents certain non-GAAP financial measures that are important to management in its evaluation of our operating results and which are used by management to compare our performance with what we perceive to be peer group mining companies and are relied on as part of management’s decision-making process. Management believes these measures may also be important to investors in evaluating our performance. For a detailed description of each of the non-GAAP financial measures, please see the discussion under “Non-GAAP Measures”.

In our financial statements, we report the sale of precious and base metals as revenue, and we periodically review our revenue streams to ensure that this treatment remains appropriate. We consider precious metals to be the long-term primary driver of our economic decisions and believe that base metals are secondary products for non-GAAP financial measures.

Precious metal gold equivalent is determined by taking gold ounces produced or sold, plus silver ounces produced or sold, converted to precious metal gold equivalent ounces using the gold to silver average realized price ratio for the period.

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COVID-19 Pandemic

We continue to protect the health and safety of our employees, contractors, and communities, by taking precautionary measures, including specialized training, social distancing, screening workers before they enter facilities, a work from home mandate where possible, and close monitoring of national and regional COVID-19 impacts and governmental guidelines. Since our non-mining workforce is able to work remotely with the benefit of technology, we are able to maintain our operations and internal controls over financial reporting and disclosures.

On August 18, 2021, we announced the temporary suspension of activities at the Don David Gold Mine in response to a spike in COVID-19 cases at our mine and surrounding communities. The suspension lasted twelve days and by September 7, 2021, we had significantly ramped back up operations under further enhanced COVID-19 protocols. We incurred incremental COVID-19 specific costs of $0.2 million during 2021 for activities such as additional health and safety procedures, increased transportation, and community contributions. We are working with local authorities to improve the availability of vaccines to our employees and host communities.

As of the date of the issuance of these audited Consolidated Financial Statements, there have been no other significant impacts, including impairments, to our operations and financial statements. However, the long-term impact of the COVID-19 outbreak on our results of operations, financial position, and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, our results of operations, financial position, and cash flows may be materially adversely affected. We are not able to estimate the duration of the pandemic and potential impact on its business if disruptions or delays in business developments and shipments of product occur. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including a decreased ability to raise additional capital when and if needed on acceptable terms, if at all. As the situation continues to evolve, we will continue to closely monitor market conditions and respond accordingly. We have completed various scenario planning analyses to consider the potential impacts of COVID-19 on its business, including volatility in commodity prices, temporary disruptions, and curtailments of operating activities (voluntary or involuntary). We believe that current working capital balances will be sufficient for the foreseeable future, although there is no assurance that will be the case.

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Results of Operations

Don David Gold Mine

Mine activities during 2021 included development and ore extraction from the Arista mine. The following table summarizes certain production statistics about our Don David Gold Mine for the periods indicated:

For the three months ended December 31, 

For the year ended December 31, 

2021

2020

2021

2020

Arista Mine

Milled

Tonnes Milled

135,398

133,353

486,970

506,747

Grade

Average Gold Grade (g/t)

1.93

1.81

2.01

1.47

Average Silver Grade (g/t)

82

66

82

74

Average Copper Grade (%)

0.38

0.40

0.39

0.39

Average Lead Grade (%)

2.17

1.93

1.93

1.92

Average Zinc Grade (%)

4.77

4.93

4.36

4.87

Open Pit Mine

Milled

Tonnes Milled

-

16,409

15,008

51,149

Grade

Average Gold Grade (g/t)

-

1.61

1.88

1.41

Average Silver Grade (g/t)

-

31

33

35

Alta Gracia Mine

Milled

Tonnes Milled

-

-

-

7,450

Grade

Average Gold Grade (g/t)

-

-

-

0.91

Average Silver Grade (g/t)

-

-

-

130

Combined

Tonnes Milled

135,398

149,762

501,978

565,346

Tonnes Milled per Day (1)

1,559

1,702

1,512

1,829

Metal production (before payable metal deductions) (2)

Gold (ozs.)

6,853

6,854

26,438

20,473

Silver (ozs.)

330,873

276,902

1,200,291

1,189,366

Copper (tonnes)

413

431

1,506

1,593

Lead (tonnes)

2,345

1,914

7,544

7,725

Zinc (tonnes)

5,349

5,310

17,329

19,696

(1)Based on actual days the mill operated during the period.
(2)The difference between what we report as "ounces/tonnes produced" and "payable ounces/tonnes sold" is attributable to the difference between the quantities of metals contained in the concentrates we produce versus the portion of those metals actually paid for according to the terms of our sales contracts. Differences can also arise from inventory changes incidental to shipping schedules, or variances in ore grades and recoveries, which impact the amount of metals contained in concentrates produced and sold.

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2021 compared to 2020

For the year ended December 31, 2021, the Oaxaca operations produced 26,438 gold ounces and 1,200,291 silver ounces. These production results reflect an increase of 29% and 1%, respectively, from the same period in 2020. For the three months ended December 31, 2021, production totaled 6,853 gold ounces and 330,873 silver ounces. While gold production was the same period over period, silver production increased by 19% from the same period in 2020. Production increases are directly related to the increase in gold and silver grades in 2021.

Production Volumes

During the three and twelve months ended December 31, 2021, we processed ore at a rate of 1,559 and 1,512 ore tonnes per day, respectively, as compared to 1,702 and 1,829 ore tonnes per day for the same periods in 2020. Tonnes milled were 10% and 11% lower for the three and twelve months ended December 31, 2021, respectively, as compared to the same periods in 2020. The lower production rates were a result of ground support challenges throughout the year and a twelve-day voluntary suspension of the operations in the third quarter of 2021 due to a spike in COVID-19 cases. The operations team has responded to ground support challenges through mine sequencing and taken measures to ensure the safety of our employees.

Grades & Recoveries

During the three and twelve months ended December 31, 2021, we processed ore with an average gold grade of 1.93 g/t and 2.01 g/t, respectively, as compared to 1.81 g/t and 1.47 g/t for the same periods in 2020. Likewise, during both the three and twelve months ended December 31, 2021, we processed ore with an average silver grade of 82 g/t, as compared to 66 g/t and 74 g/t, respectively, for the same periods in 2020. Full-year average gold grade was approximately 37% higher than the prior year, and the full-year average silver grade was 11% higher than the prior year, as a result of mining more ore from the Arista high-grade narrow veins. Additionally, overall recoveries for gold in 2021 improved by 5% due to process improvement initiatives.

Our base metals average grades during the three months ended December 31, 2021 were 0.38% for copper, 2.17% for lead, and 4.77% for zinc, compared to 0.40% for copper, 1.93% for lead, and 4.93% for zinc, for the same period in 2020. The average grades for our base metals for the twelve months ended December 31, 2021 were 0.39% for copper, 1.93% for lead, and 4.36% for zinc, compared to 0.39% for copper, 1.92% for lead, and 4.87% for zinc in 2020. Overall copper and lead grades and recoveries during the three and twelve months ended December 31, 2021, were in line with the same period in 2021. While zinc grades were 3% and 10% lower during the three and twelve months ended December 31, 2021, the zinc recoveries were slightly higher (approximately 2%) than the same period in 2021.

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The following table summarizes certain financial data of the Company for the periods indicated:

For the three months ended December 31, 

For the year ended December 31, 

2021

2020

2021

2020

(in thousands)

(in thousands)

Doré and concentrate sales

$

40,492

$

35,650

$

135,679

$

111,879

Less: Treatment and refining charges

(3,275)

(5,998)

(11,485)

(21,140)

Realized/unrealized derivatives, net

846

(65)

1,002

(47)

Sales, net

38,063

29,587

125,196

90,692

Total mine cost of sales

25,016

21,693

88,449

78,205

Mine gross profit

13,047

7,894

36,747

12,487

Other costs and expenses, including tax:

10,358

11,013

28,719

18,818

Net income (loss) from continuing operations

2,689

(3,119)

8,028

(6,331)

Net income from discontinued operations, net of income taxes

-

7,410

-

10,690

Net income

$

2,689

$

4,291

$

8,028

$

4,359

Total cash cost after co-product credits per AuEq oz sold

$

73

$

647

$

414

$

784

Total all-in sustaining cost after co-product credits per AuEq oz sold

$

451

$

1,357

$

922

$

1,338

Total all-in cost after co-product credits per AuEq oz sold

$

845

$

1,781

$

1,300

$

1,634

Sales

DDGM net sales of $125.2 million for the year ended December 31, 2021 increased by $34.5 million, or 38%, when compared to 2020. The increase in 2021 sales is the result of increased gold sales volumes, higher silver and base metal prices, and lower treatment charges. Gold ounces sold in 2021 increased over 2020 by 5,177 ounces or 30%. Silver and base metal volumes decreased as follows: silver by 5%, copper by 5%, lead by 9%, and zinc by 14%. These decreases were offset by higher average realized prices as follows: silver 19%, copper 51%, lead 26%, and zinc 37%. Concentrate treatment charges, which are net against concentrate sales, deceased by 46%.

Treatment Charges

Treatment charges for the twelve months ended December 31, 2021 were $11.5 million, or $548 per tonne of base metal produced and sold, as compared to $21.1 million, or $885 per produced and sold base metal tonne for the same period in 2020. This 38% decrease in the per base metal tonne sold was expected as a result of the negotiations of new treatment charge agreements for 2021. The decrease is largely dependent on the spot treatment charge market for zinc, which can be volatile.

Operating Costs

Total Mine Cost of Sales of $88.4 million increased $10.2 million or 13%, compared to 2020. The primary driver is related to the $11.6 million, or 19%, increase in production costs from $60.6 million in 2020 to $72.2 million in 2021, offset by a $1.4 million, or 8%, decrease in depreciation expense. The increase in production costs is mostly related to a $8.7 million increase in consumable goods caused by a 14% price increase in materials used in the operations, a $2.9 million increase in energy costs due to higher consumption, a $2.8 million increased spend on contractors, a $2.8 million impact related to the Mexico Labor Reform for long-term employee obligations ($0.9 million) and profit sharing ($1.9 million), offset by a $6.3 million decrease due to lower tonnes processed through the mill.

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Mine Gross Profit

For the year ended December 31, 2021, mine gross profit and mine gross profit percent totaled $36.7 million and 29%, as compared to $12.5 million and 14% for the same period in 2020. The increase in mine gross profit and mine gross profit percent during 2021 primarily resulted from higher sales, offset by higher operating costs discussed above.

Net income (loss) from continuing operations.

For the year ended December 31, 2021, we recorded net income from continuing operations of $8.0 million, as compared to a net loss from continuing operations of $6.3 million during the same period in 2020. The change was attributable to the factors noted above.

Net income from discontinued operations.

For the year ended December 31, 2021, net income from discontinued operations was nil. We recorded net income from discontinued operations of $10.7 million during the same period in 2020.

Net income.

For the year ended December 31, 2021, we recorded net income of $8.0 million, as compared to net income of $4.4 million during the same period in 2020. The change was attributable to the factors noted above.

The following table summarizes certain sales statistics about the Don David Gold Mine operations for the periods indicated:

For the three months ended December 31, 

For the year ended December 31, 

2021

2020

2021

2020

Metal sold

Gold (ozs.)

6,119

6,314

22,644

17,467

Silver (ozs.)

287,805

255,945

1,066,581

1,118,032

Copper (tonnes)

405

398

1,420

1,488

Lead (tonnes)

2,059

1,755

5,999

6,582

Zinc (tonnes)

4,167

4,281

13,553

15,815

Average metal prices realized (1)

Gold ($ per oz.)

1,811

1,867

1,796

1,803

Silver ($ per oz.)

23.51

24.18

25.06

21.03

Copper ($ per tonne)

9,768

7,360

9,553

6,330

Lead ($ per tonne)

2,339

1,870

2,268

1,803

Zinc ($ per tonne)

3,466

2,650

3,091

2,259

Precious metal gold equivalent ounces sold

Gold Ounces

6,119

6,314

22,644

17,467

Gold Equivalent Ounces from Silver

3,736

3,315

14,882

13,041

Total AuEq oz

9,855

9,629

37,526

30,508

(1)Average metal prices realized vary from the market metal prices due to final settlement adjustments from our provisional invoices when they are settled. Our average metal prices realized will therefore differ from the market average metal prices in most cases.

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Other Costs and Expenses, Including Taxes

For the three months ended December 31, 

For the year ended December 31, 

2021

2020

2021

2020

 

(in thousands)

(in thousands)

Other costs and expenses:

General and administrative expenses

830

2,441

6,900

8,402

Exploration expenses

1,226

353

4,886

2,485

Restructuring expenses

1,927

1,316

2,423

1,316

Stock-based compensation

164

1,055

875

2,230

Realized and unrealized loss on zinc zero cost collar

2,816

-

3,000

-

Other (income) expense, net

477

(145)

1,020

(1,188)

Total other costs and expenses

7,440

5,020

19,104

13,245

Provision for income taxes

2,918

5,993

9,615

5,573

Total other costs, including taxes

$

10,358

$

11,013

$

28,719

$

18,818

As noted above, we have reflected the results of operations of the Nevada Mining Unit as discontinued operations for the three and twelve months ended December 31, 2020, and therefore, have not included such operations in the discussion below.

General and administrative expenses. For the year ended December 31, 2021, general and administrative expenses totaled $6.9 million compared to $8.4 million for the same period of 2020. The $1.5 million decrease in 2021, compared to 2020 is directly related to the lower administrative costs as a result of the spin-off of Fortitude Gold Corporation.

Exploration expenses. For the year ended December 31, 2021, property exploration expenses totaled $4.9 million as compared to $2.5 million for the same period of 2020, which demonstrated GRC’s commitment to expand the DDGM operations and invest in Mexico.

Restructuring expenses. Restructuring expenses of $2.4 million were incurred during the year ended December 31, 2021 for employee severance compensation related to the spin-off of Fortitude Gold Corporation in the first quarter of 2021, and change of control payments related to the Aquila Transaction in December 2021.

Stock-based compensation. For the year ended December 31, 2021, stock-based compensation expense totaled $0.9 as compared to $2.2 million for the same period of 2020. The higher 2020 costs are the result of additional expense recognized related to the spin-off of Fortitude Gold Corporation.

Other expense, net. For the year ended December 31, 2021, we recorded other expense of $4.0 million compared to other income of $1.2 million during the same period of 2020. The $5.2 million change from 2020 was due to the $3.0 million realized and unrealized losses on the zinc zero cost collars, $0.9 million related to long-term employee obligations as a result of the Mexico Employment Reform, and $0.4 million foreign currency losses due to volatility in the Mexican Peso. Please see Note 17 in Item 8. Financial Statements and Supplementary Data for additional information.

Provision for income taxes. For the year ended December 31, 2021, income tax expense increased to $9.4 million from $5.6 million from the same period in 2020. The 2021 income tax expense is primarily driven by the increase in net income at DDGM. Please see Note 6 in Item 8. Financial Statements and Supplementary Data for additional information.

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2021 Capital and Exploration Investment Summary

For the year ended December 31, 2021

2021 full year guidance

(in thousands)

Sustaining Investments:

Underground Development

Capital

$

4,935

$

5,000

Infill Drilling

Capital

1,959

1,600

Other Sustaining Capital

Capital

4,413

4,100

Growth Investments:

Surface Exploration Expense

Exploration

3,983

3,000

Underground Exploration Drilling

Exploration

903

1,000

Surface Exploration & Other

Capital

1,931

1,600

Gold Regrind

Capital

1,025

700

Dry Stack Completion

Capital

6,347

6,200

Total

$

25,496

$

23,200

Gold Regrind Project: Metallurgical testing, full-scale design, and engineering of the zinc tailings regrind circuit was completed through the second quarter of 2021. In the third quarter of 2021, work began to repurpose the existing ball mill and refurbish flotation cells. New flotation cells are expected to be delivered later in the first quarter of 2022. Regrinding of the zinc tailings has already resulted in an increase in gold recoveries in the fourth quarter of 2021 and is expected to increase gold recovery by 6% to 10% overall. The reground material will be leached to produce doré bars. Completion and commissioning are expected in the first quarter of 2022. As of December 31, 2021, $1.0 million has been invested in this project with another $1.2 million expected before completion. 

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Dry Stack Tailings Project: Construction and commissioning of the filtration plant and dry stack tailings project is complete. The dry stacked tailings will accelerate reclamation of certain areas of the open pit mine, extend the life of the existing tailings and storage facilities, and significantly reduce water consumption as approximately 80% of the process water will be available for reuse. As of December 31, 2021, $14 million has been invested in this project.

Graphic

Dry Stack Tailings Filtration Plant and Dry Stack Area

Underground and Exploration Development: Mine development during the quarter included ramps and accesses to various areas of the Arista and Switchback vein systems and exploration development drifts. A total of 2,501 meters of underground development and exploration development, at a cost of $4.9 million, was completed during the year, including access to new exploration drill stations on level 17.

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Non-GAAP Measures

Throughout this report, we have provided information prepared or calculated according to U.S. GAAP and have referenced some non-GAAP performance measures which we believe will assist with understanding the performance of our business. These measures are based on precious metal gold equivalent ounces sold and include cash cost before co-product credits per ounce, total cash cost after co-product credits per ounce, and total all-in sustaining cost per ounce (“AISC”). Because the non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation, or as a substitute for, measures of performance prepared in accordance with U.S. GAAP. These non-GAAP measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP.

For financial reporting purposes, we report the sale of base metals as part of our revenue. Revenue generated from the sale of base metals in our concentrates is considered a co-product of our gold and silver production for the purpose of our total cash cost after co-product credits for our Don David Gold Mine. We periodically review our revenues to ensure that our reporting of primary products and co-products remains appropriate. Because we consider copper, lead, and zinc to be co-products of our precious metal production, the value of these metals continues to be applied as a reduction to total cash costs in our calculation of total cash cost after co-product credits per precious metal gold equivalent ounce sold. Likewise, we believe the identification of copper, lead, and zinc as co-product credits is appropriate because of their lower individual economic value compared to gold and silver and due to the fact that gold and silver are the primary products we intend to produce.

Total cash cost, after co-product credits, is a measure developed by the Gold Institute in an effort to provide a uniform standard for comparison purposes. AISC is calculated based on the current guidance from the World Gold Council.

 

Total cash cost before co-product credits includes all direct and indirect production costs related to our production of metals (including mining, milling and other plant facility costs, royalties, and site general and administrative costs) less stock-based compensation allocated to production costs plus treatment and refining costs.

Total cash cost after co-product credits includes total cash cost before co-product credits, less co-product credits (revenues earned from base metals).

 AISC includes total cash cost after co-product credits plus other costs related to sustaining production, including sustaining allocated general and administrative expenses and sustaining capital expenditures. We determined sustaining capital expenditures as those capital expenditures that are necessary to maintain current production and execute the current mine plan.

 

Cash cost before co-product credits per ounce, total cash cost after co-product credits per ounce, and AISC are calculated by dividing the relevant costs, as determined using the cost elements noted above, by precious metal gold equivalent ounces sold for the periods presented.

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Reconciliations to U.S. GAAP

The following table summarizes Don David Gold Mine’s total all-in cost after co-product credits per precious metal gold equivalent ounce sold:

For the three months ended December 31, 

For the year ended December 31, 

2021

2020

2021

2020

(in thousands, except per oz)

Precious metal gold equivalent ounces sold (oz)

9,855

9,629

37,526

30,508

Total production (1)

$

20,252

$

17,770

$

72,234

$

60,626

Treatment and refining charges (2)

3,275

5,999

11,485

21,140

Co-product credits (2)

(22,812)

(17,540)

(68,193)

(57,850)

Total cash cost after co-product credits

715

6,229

15,526

23,916

Total cash cost after co-product credits per AuEq oz sold

$

73

$

647

414

784

Sustaining - capital expenditure (3)

2,739

3,341

11,307

6,280

Sustaining - general and administrative, including stock-based compensation expenses

994

3,496

7,775

10,632

Subtotal of sustaining costs

3,733

6,837

19,082

16,912

Total all-in sustaining cost after co-product credits

4,448

13,066

34,608

40,828

Total all-in sustaining cost after co-product credits per AuEq oz sold

$

451

$

1,357

922

1,338

Non-sustaining cost- capital expenditure (3)

2,654

3,733

9,303

6,531

Non-sustaining cost- exploration expenditure (1)

1,226

354

4,886

2,485

Subtotal of non-sustaining costs

3,880

4,087

14,189

9,016

Total all-in cost after co-product credits

8,328

17,153

48,797

49,844

Total all-in cost after co-product credits per AuEq oz sold

$

845

$

1,781

1,300

1,634

(1)Refer to Item 8. Financial Statements and Supplemental Data: Consolidated Statements of Operations
(2)Refer to Item 8. Financial Statements and Supplemental Data: Note 3.
(3)Sum of, refer to Item 8. Financial Statements and Supplemental Data: Consolidated Statements of Cash Flow

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Trending Highlights

2020

2021

Q3

Q4

Q1

Q2

Q3

Q4

Full Year

Operating Data

Total tonnes milled

153,531

149,762

138,980

129,590

98,010

135,398

501,978

Average Grade

Gold (g/t)

1.26

1.79

1.68

1.93

2.68

1.93

2.01

Silver (g/t)

68

59

72

77

91

82

80

Copper (%)

0.40

0.40

0.43

0.36

0.37

0.38

0.39

Lead (%)

1.93

1.93

1.70

1.63

2.29

2.17

1.93

Zinc (%)

5.02

4.93

4.29

3.64

4.79

4.77

4.36

Metal production (before payable metal deductions)

Gold (ozs.)

4,728

6,854

6,097

6,555

6,933

6,853

26,438

Silver (ozs.)

324,592

276,902

307,610

295,979

265,829

330,873

1,200,291

Copper (tonnes)

428

431

441

368

284

413

1,506

Lead (tonnes)

2,157

1,914

1,737

1,654

1,808

2,345

7,544

Zinc (tonnes)

5,538

5,310

4,377

3,683

3,920

5,349

17,329

Metal produced and sold

Gold (ozs.)

3,619

6,314

5,019

5,697

5,809

6,119

22,644

Silver (ozs.)

316,993

255,945

253,061

270,321

255,394

287,805

1,066,581

Copper (tonnes)

447

398

382

365

268

405

1,420

Lead (tonnes)

1,849

1,755

1,176

1,214

1,550

2,059

5,999

Zinc (tonnes)

4,586

4,281

3,134

3,193

3,059

4,167

13,553

Average metal prices realized

Gold ($ per oz.)

1,887

1,867

1,787

1,822

1,762

1,811

1,796

Silver ($ per oz.)

25.47

24.18

26.77

26.88

23.19

23.51

25.06

Copper ($ per tonne)

6,711

7,360

8,873

10,375

9,092

9,768

9,553

Lead ($ per tonne)

1,902

1,870

2,082

2,162

2,397

2,339

2,268

Zinc ($ per tonne)

2,392

2,650

2,797

2,945

3,032

3,466

3,091

Precious metal gold equivalent ounces sold

Gold Ounces

3,619

6,314

5,019

5,697

5,809

6,119

22,644

Gold Equivalent Ounces from Silver

4,279

3,315

3,791

3,999

3,356

3,736

14,882

Total AuEq oz

7,898

9,629

8,810

9,696

9,165

9,855

37,526

Financial Data ($'s in thousands except for per ounce)

Total sales, net

$ 26,435

$ 29,587

$ 27,268

$ 30,836

$ 29,029

$ 38,063

$ 125,196

Earnings from mining operations before depreciation and amortization

10,105

11,770

11,974

11,259

11,766

17,744

52,743

Total cash cost after co-product credits per AuEq oz sold

612

647

408

713

466

73

414

Total all-in sustaining cost after co-product credits per AuEq oz sold

1,109

1,357

937

1,280

1,031

451

922

Production Costs

16,286

17,770

15,243

19,523

17,216

20,252

72,234

Production Costs/Tonnes Milled

106

119

110

151

176

150

144

Earnings before interest, taxes, depreciation and amortization (from continuing operations)

7,020

6,750

8,520

7,413

7,402

10,304

33,639

Operating Cash Flows

6,396

9,125

6,831

9,298

5,743

12,911

34,783

Net income (loss)

(251)

(3,119)

2,527

1,283

1,529

2,689

8,028

Earnings per share - basic (from continuing operations)

($ 0.00)

($ 0.04)

$ 0.03

$ 0.02

$ 0.02

$ 0.03

$ 0.11

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Liquidity and Capital Resources

As of December 31, 2021, our working capital was $29.3 million, a decrease of $1.5 million from $30.8 million at December 31, 2020. Our working capital balance at December 31, 2021 reflects an increase in cash, offset by liabilities related to the zinc zero cost collar, Mexico employee profit sharing. Our working capital balance fluctuates as we use cash to fund our operations, financing and investing activities, including exploration, mine development, income taxes, and shareholder dividends. We believe that as a result of our cash balances, the performance of our current and expected operations, and current metals prices, we will be able to meet our obligations and other potential cash requirements during the next 12 months from the date of this report.

Long-term liabilities assumed with the Aquila acquisition, capital requirements to develop the Back Forty Project, and potential project financing may have an impact on liquidity in the long term. These long-term liabilities are contingent upon the Back Forty Project securing project financing and achieving commercial production. We are currently preparing a definitive feasibility study at our Back Forty Project with the goal of commencing commercial production in 2025. Depending on the capital requirements, project financing is currently expected for 2023 or 2024.

Cash and cash equivalents as of December 31, 2021 increased to $33.7 million from $25.4 million as of December 31, 2020, a net increase in cash of $8.3 million. The increase is primarily due to cash from operations which was offset by cash spent on capital and exploration expenditures at DDGM.

Net cash provided by operating activities from continuing operations for the years ended December 31, 2021 and 2020 was $34.8 million and $21.2 million, respectively. The increase is mainly attributable to the increase in net income from continuing operations.

Net cash used in investing activities from continuing operations for the year ended December 31, 2021 was $23.0 million compared to $8.0 million during the same period in 2020. The increase in investing activities is primarily attributable to more mine development in 2021 at our Don David Gold Mine and the investment in Aquila acquisition.

Net cash used in financing activities from continuing operations for the year ended December 31, 2021 was a net outflow of $3.1 million compared to a net outflow of $5.2 million in 2020.

Off-Balance Sheet Arrangements

As of December 31, 2021, we have off-balance sheet arrangements related to equipment purchase obligations of $0.4 million.

Accounting Developments

Recent accounting pronouncements issued have been evaluated and do not presently impact our financial statements and supplemental data.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, and contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. As a result, management is required to routinely make judgments and estimates about the effects of matters that are inherently uncertain. Actual results may differ from these estimates under different conditions or assumptions. The following discussion pertains to accounting estimates management believes are most critical to the presentation of our financial position and results of operations that require management’s most difficult, subjective, or complex judgments.

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Future Metals Prices

Metals prices are key components in estimates that determine the valuation of some of our significant assets and liabilities, including properties, plant and equipment, deferred tax assets, and certain accounts receivable. Metals prices are also an important component in the estimation of reserves. As shown above in Item 1. – Business, metals prices have historically been volatile. Gold demand arises primarily from investment and consumer demand. Silver demand arises from investment demand, particularly in exchange-traded funds, industrial demand, and consumer demand. Investment demand for gold and silver can be influenced by several factors, including: the value of the U.S. dollar and other currencies, changing U.S. budget deficits, widening availability of exchange-traded funds, interest rate levels, the health of credit markets, and inflationary expectations. The investments in the construction industry, rising electrical and electronics production, and demand for industrial equipment are some of the major factors driving the demand for base metals and their prices.

Mineral Resources and Mineral Reserves

Critical estimates are inherent in the process of determining our Mineral Resources and Mineral Reserves. Our Mineral Resources and Mineral Reserves are affected largely by our assessment of future metals prices, as well as by engineering and geological estimates of ore grade, accessibility, and production cost. Metals prices are estimated based on a five-year street consensus as provided by the Bank of Montreal. Our assessment of Mineral Resources and Mineral Reserves occurs at least annually. Mineral Reserves are a key component in the valuation of our property, equipment and mine development and related depreciation rates.

Mineral Reserve estimates are used in determining appropriate rates of units-of-production depreciation, with net book value of many assets depreciated over remaining estimated reserves. Mineral Resources and Mineral Reserves are also key components in forecasts of estimated future cash flows, which we compare to current asset values in an effort to ensure that carrying values are reported appropriately, as well as assessment of the recoverability of deferred tax assets related to expectations of future taxable income. Mineral Resources and Mineral Reserves are a culmination of many estimates and are not guarantees that we will recover the indicated quantities of metals or that we will do so at a profitable level.

Revenue

Concentrate sales are initially recorded based on 100% of the provisional sales prices, net of treatment and refining charges, at the time of delivery to the customer, at which point the performance obligations are satisfied and control of the product is transferred to the customer. Adjustments to the provisional sales prices are made to take into account the mark-to-market changes based on the forward prices of metals until final settlement occurs. The changes in price between the provisional sales price and final sales price are considered an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the concentrates at the quoted metal prices at the time of delivery. The embedded derivative, which does not qualify for hedge accounting, is adjusted to market through revenue each period prior to final settlement. Market changes in the prices of metals between the delivery and final settlement dates will result in adjustments to revenues related to previously recorded sales of concentrate. Sales are recorded net of charges for treatment, refining, smelting losses, and other charges negotiated with the buyer. These charges are estimated upon delivery of concentrates based on contractual terms and adjusted to reflect actual charges at final settlement. Historically, actual charges have not varied materially from the Company’s initial estimates.

Doré sales are recognized upon the satisfaction of performance obligations, which occurs when price and quantity are agreed upon with the customer. Doré sales are recorded using quoted metal prices, net of refining charges.

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Depreciation and Amortization

Capitalized costs are depreciated or amortized using the straight-line method or unit-of-production (“UOP”) method at rates sufficient to depreciate such costs over the shorter of estimated productive lives of such assets or the useful life of the individual assets. Significant judgment is involved in the determination of the estimated life of the assets. The Company’s estimates for Mineral Reserves is used in determining our UOP rates. The Company’s estimates of proven and probable ore reserves may change, possibly in the near term, resulting in changes to depreciation, depletion, and amortization rates in future reporting periods. Productive lives of the assets range from 1 to 10 years, but do not exceed the useful life of the individual asset.

Please see Note 1 in Item 8. Financial Statements and Supplementary Data for depreciation rates of major asset categories.

Carrying Value of Stockpiles

Stockpiles represent ore that has been extracted from the mine and is available for further processing. Mine sequencing may result in mining material at a faster rate than can be processed. We generally process the highest ore grade material first to maximize metal production; however, a blend of gold ore stockpiles may be processed to balance hardness and/or metallurgy in order to maximize throughput and recovery. Processing of lower grade stockpiled ore may continue after mining operations are completed. Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained ounces (based on assay data), and the estimated metallurgical recovery rates. Stockpile ore tonnages are verified by periodic surveys. Costs are added to stockpiles based on current mining costs, including applicable overhead and depreciation and amortization relating to mining operations and removed at each stockpile’s average cost per recoverable unit as material is processed.

We record stockpiles at the lower of average cost or net realizable value, and carrying values are evaluated at least quarterly. Net realizable value represents the estimated future sales price based on short-term and long-term metals price assumptions that are applied to expected short-term (12 months or less) and long-term sales from stockpiles, less estimated costs to complete production and bring the product to sale. The primary factors that influence the need to record write-downs of stockpiles include declines in short-term or long-term metals prices, increases in costs for production inputs such as labor, fuel and energy, materials and supplies, as well as realized ore grades and recovery rates.

Other assumptions include future operating and capital costs, metal recoveries, production levels, commodity prices, Mineral Resource and Mineral Reserve quantities, engineering data, and other factors unique to each operation based on the life of mine plans. If short-term and long-term commodity prices decrease, estimated future processing costs increase, or other negative factors occur, it may be necessary to record a write-down of ore on stockpiles. A high degree of judgment is involved in determining such assumptions and estimates and no assurance can be given that actual results will not differ significantly from those estimates and assumptions.

Impairment of Long-Lived Assets

We evaluate the carrying value of long-lived assets to be held and used using a fair-value based approach when events and circumstances indicate that the related carrying amount of our assets may not be recoverable. The economic environment and commodity prices may be considered as impairment indicators for the purposes of these impairment assessments. In accordance with U.S. GAAP, the carrying value of a long-lived asset or asset group is considered impaired when the anticipated undiscounted cash flows from such asset or asset group is less than its carrying value. In that event, a loss will be recorded in our Consolidated Statements of Operations based on the difference between book value and the estimated fair value of the asset or asset group computed using discounted estimated future cash flows, or the application of an expected fair value technique in the absence of an observable market price. Future cash flows include estimates of recoverable quantities to be produced from estimated Mineral Resources and Mineral Reserves, commodity prices

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(considering current and historical prices, price trends, and related factors), production quantities, production costs, and capital expenditures, all based on life-of-mine plans and projections. In estimating future cash flows, assets are grouped at the lowest level for which identifiable cash flows exist that are largely independent of cash flows from other asset groups. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and costs, and capital are each subject to significant risks and uncertainties.

Asset Retirement Obligation/Reclamation and Remediation Costs

Our mining and exploration activities are subject to various laws and regulations, including legal and contractual obligations to reclaim, remediate, or otherwise restore properties at the time the property is removed from service. Accounting for reclamation and remediation obligations requires management to make estimates of the future costs that we will incur to complete the work required to comply with existing laws and regulations. Actual costs may differ from the amounts estimated. Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and remediation costs. Also, future changes to environmental laws and regulations could increase the extent of reclamation and remediation work required.

Stock-based Compensation

The Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all stock-based payments to employees, including grants of stock options, restricted stock units (“RSUs”), and deferred share units (“DSUs”) to be measured based on the grant date fair value of the awards. The resulting expense generally recognized on a straight-line basis over the period during which the employee is required to perform service in exchange for the award.

Stock-based compensation expense is recorded net of estimated forfeitures in our Consolidated Statements of Operations and as such is recorded for only those stock-based awards that we expect to vest. We estimate the forfeiture rate based on historical forfeitures of equity awards and adjust the rate to reflect changes in facts and circumstances, if any. We will revise our estimated forfeiture rate if actual forfeitures differ from our initial estimates.

Income Taxes

In preparing our consolidated financial statements, we estimate the actual amount of taxes currently payable or receivable, as well as deferred tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period of the changes. Mining taxes represent federal and state taxes levied on mining operations. As the mining taxes are calculated as a percentage of mining profits, we classify them as income taxes. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the consolidated financial statements.

Each period, we evaluate the likelihood of whether some portion or all of each deferred tax asset will be realized and provide a valuation allowance for those deferred tax assets for which it is more likely than not that the related benefits will not be realized. When evaluating our valuation allowance, we consider historic and future expected levels of taxable income, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, market gold and silver prices, production costs, quantities of Mineral Resource and Mineral Reserves, interest rates, federal and local legislation,

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and foreign currency exchange rates. If we determine that all or a portion of the deferred tax assets will not be realized, a valuation allowance will be recorded with a charge to income tax expense. Conversely, if we determine that we will ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced with a credit to income tax expense.

In addition, the calculation of income tax expense involves significant management estimation and judgment involving a number of assumptions. In determining these amounts, management interprets tax legislation in each of the jurisdictions in which we operate and makes estimates of the expected timing of the reversal of future tax assets and liabilities. We also make assumptions about future earnings, tax planning strategies, and the extent to which potential future tax benefits will be used. We are also subject to assessments by various taxation authorities which may interpret tax legislation differently, which could affect the final amount or the timing of tax payments.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risks includes, but is not limited to, the following risks: changes in commodity prices, foreign currency exchange rates, provisional sales contract risks, changes in interest rates, and equity price risks. We do not use derivative financial instruments as part of an overall strategy to manage market risk; however, we may consider such arrangements in the future as we evaluate our business and financial strategy.

Commodity Price Risk

The results of our operations depend in large part upon the market prices of gold, silver, and base metal prices of copper, lead, and zinc. Gold and silver prices fluctuate widely and are affected by numerous factors beyond our control. The level of interest rates, the rate of inflation, the state of the global or national economies, the stability of exchange rates, the world supply of and demand for gold, silver, and other metals, among other factors, can all cause significant fluctuations in commodity prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems, and political developments. The price of gold and silver has fluctuated widely in recent years, and future price declines could cause a mineral project to become uneconomic, thereby having a material adverse effect on our business and financial condition. We have not entered into derivative contracts to protect the selling price for gold or silver. We may in the future more actively manage our exposure through derivative contracts or other commodity price risk management programs, although we have no intention of doing so in the near-term.

Effective May 18, 2021, the Company entered into a Trading Agreement with Auramet International LLC that govern non-exchange traded, over-the-counter, spot, forward, and option transactions on both a deliverable and non-deliverable basis involving various metals and currencies. Subsequently the Company entered into zinc zero cost collars. These derivatives are not designated as hedges. The zero cost collars are used to manage the Company’s near-term exposure to cash flow variability from zinc price risks. We do not currently use financial instruments with respect to any of the other base metal production.

In addition to materially adversely affecting our reserve estimates, results of operations and/or our financial condition, declining gold and silver prices could require a reassessment of the feasibility of a project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause delays in the implementation of a project.

Foreign Currency Risk

Foreign currency exchange rate fluctuations can increase or decrease our costs to the extent we pay costs in currencies other than the U.S. dollar. We are primarily impacted by Mexican peso rate changes relative to the U.S. Dollar, as we incur approximately 60% of costs in the Mexican peso. When the value of the peso rises in relation to the U.S. Dollar, some of our costs in Mexico may increase, thus affecting our operating results. Alternatively, when the value of

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the peso drops in relation to the U.S. Dollar, peso-denominated costs in Mexico will decrease in U.S. Dollar terms. These fluctuations do not impact our revenues since we sell our metals in U.S. dollars. Future fluctuations may give rise to foreign currency exposure, which may affect our financial results.

As of December 31, 2021, we held 4.9 million Mexican Pesos ($0.2 million) and 0.2 million Canadian Dollars ($0.1 million). We have not utilized market-risk sensitive instruments to manage our exposure to foreign currency exchange rates but may in the future actively manage our exposure to foreign currency exchange rate risk.

Provisional Sales Contract Risk

We enter into concentrate sales contracts which, in general, provide for a provisional payment to us based upon provisional assays and prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates determined at the quoted metal prices at the time of shipment. The embedded derivative, which does not qualify for hedge accounting, is adjusted to market through revenue each period prior to settlement. Changes in the prices of metals between the shipment and final settlement date will result in adjustments to revenues related to the sales of concentrate previously recorded upon shipment. Please see Note 13 in Item 8. Financial Statements and Supplementary Data for additional information.

Interest Rate Risk

None.

 Equity Price Risk

We have in the past, and may in the future, seek to acquire additional funding by sale of common stock and other equity. The price of our common stock has been volatile in the past and may also be volatile in the future. As a result, there is a risk that we may not be able to sell our common stock at an acceptable price should the need for new equity funding arise.

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ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Page

Index to Financial Statements:

Report of Independent Registered Public Accounting Firm (Plante & Moran, PLLC, Denver, Colorado, PCAOB ID 166)

59

Consolidated Balance Sheets at December 31, 2021 and 2020

63

Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019

64

Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2021, 2020 and 2019

65

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019

66

Notes to Consolidated Financial Statements

67

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Gold Resource Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Gold Resource Corporation (the “Company”) as of December 31, 2021 and 2020 and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”) and our report dated March 10, 2022 expressed an adverse opinion.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinions.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Accounting for and Valuation of Asset Acquisition

Critical Audit Matter Description

On December 10, 2021, the Company completed the acquisition of all the issued and outstanding common shares of Aquila Resources Inc. The Company determined that the acquisition should be accounted for as an asset acquisition. Refer to notes 1, 2, 6, 10, and 12 of the consolidated financial statements.

We identified the asset acquisition as a critical audit matter due to the significant judgment and estimation required in management’s determination of the accounting and the related valuation for the gold and silver stream agreements and value ascribed to the acquired land. Additionally, there is significant judgement required from management related to the tax basis of the acquired assets and the related valuation of the deferred tax liability.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures performed to address this critical audit matter included the following, among others:

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the acquisition
We evaluated the Company’s analysis of the accounting for the gold and silver stream agreements
We evaluated the Company’s use of valuation methodologies and compared significant assumptions to other sources of evidence
We involved our valuation specialists to assist in evaluating the appropriateness of the valuation methodology and testing the significant assumptions used to value the gold and silver stream agreements
We involved our real estate valuation specialist to assist in testing the significant assumptions used to value the acquired land
We performed sensitivity analysis around the significant assumptions used in the valuation of the gold and silver stream agreements to evaluate the potential change in value ascribed to the gold and silver stream agreements
We involved our tax specialists to assist in auditing the historical tax basis of the properties acquired as well as testing the key assumptions used in the valuation of the deferred tax liability

/s/ Plante & Moran, PLLC

We have served as the Company’s auditor since 2016.

Denver, Colorado

March 10, 2022

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Gold Resource Corporation

Opinion on the Internal Control over Financial Reporting

We have audited Gold Resource Corporation’s (the Company’s) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the operating effectiveness of review controls over the accounting for and valuation of acquired assets and liabilities in the application of the acquisition method of accounting for asset acquisitions.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. We considered the material weakness described above in determining the nature, timing, and extent of audit tests applied in our audit of the 2021 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sheets of the Company as of December 31, 2021 and 2020 and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”) and our report dated March 10, 2022 expressed an unqualified opinion.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Plante & Moran, PLLC

Denver, Colorado

March 10, 2022

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GOLD RESOURCE CORPORATION

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except share and per share amounts)

As of

As of

December 31, 

December 31,

Note

2021

2020

ASSETS

Current assets:

Cash and cash equivalents

$

33,712

$

25,405

Gold and silver rounds

4

589

671

Accounts receivable, net

8,672

4,226

Inventories, net

5

10,361

9,995

Promissory Note

20

3,885

-

Prepaid expenses and other current assets

7

1,696

2,576

Total current assets

58,915

42,873

Property, plant and mine development, net

8

156,771

62,511

Deferred tax assets, net

6

-

309

Other non-current assets

76

41

Total assets

$

215,762

$

105,734

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

13,308

$

8,782

Income taxes payable, net

6,801

73

Mining royalty taxes payable, net

2,975

955

Accrued expenses and other current liabilities

9

6,575

2,275

Total current liabilities

29,659

12,085

Reclamation and remediation liabilities

11

3,112

3,098

Gold and silver stream agreements

10

42,560

-

Deferred tax liabilities, net

6

13,126

-

Contingent consideration

12

4,603

Other non-current liabilities

9

1,952

13

Total liabilities

95,012

15,196

Shareholders' equity:

Common stock - $0.001 par value, 200,000,000 shares authorized:

88,338,774 and 74,376,958 shares outstanding at December 31, 2021 and December 31, 2020, respectively

89

75

Additional paid-in capital

110,153

84,865

Retained earnings

17,563

12,653

Treasury stock at cost, 336,398 shares

(5,884)

(5,884)

Accumulated other comprehensive loss

(1,171)

(1,171)

Total shareholders' equity

120,750

90,538

Total liabilities and shareholders' equity

$

215,762

$

105,734

The accompanying notes are an integral part of these consolidated financial statements.

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GOLD RESOURCE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

for the years ended December 31, 2021, 2020 and 2019

(U.S. dollars in thousands, except share and per share amounts)

For the year ended

December 31, 

Note

2021

2020

2019

Sales, net

3

$

125,196

$

90,692

$

120,301

Mine cost of sales:

Production costs

72,234

60,626

72,056

Depreciation and amortization

15,996

17,413

19,549

Reclamation and remediation

219

166

64

Total mine cost of sales

88,449

78,205

91,669

Mine gross profit

36,747

12,487

28,632

Costs and expenses:

General and administrative expenses

6,900

8,402

8,017

Exploration expenses

4,886

2,485

2,720

Restructuring expenses

2,423

1,316

-

Stock-based compensation

16

875

2,230

1,932

Realized and unrealized loss on zinc zero cost collar

17

3,000

-

-

Other expense (income), net

18

1,020

(1,188)

464

Total costs and expenses

19,104

13,245

13,133

Income (loss) before income taxes

17,643

(758)

15,499

Provision for income taxes

9,615

5,573

9,967

Net income (loss) from continuing operations

8,028

(6,331)

5,532

Net income from discontinued operations, net of income taxes

21

-

10,690

300

Net income

$

8,028

$

4,359

$

5,832

Net income per common share:

Basic and diluted net income (loss) per common share from continuing operations

19

0.11

(0.09)

0.09

Basic and diluted net income per common share from discontinued operations

19

-

0.15

-

Basic and diluted net income per common share

19

$

0.11

$

0.06

$

0.09

Weighted average shares outstanding:

Basic

19

75,301,253

69,902,708

63,681,156

Diluted

19

75,608,627

70,686,243

64,032,990

The accompanying notes are an integral part of these consolidated financial statements.

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GOLD RESOURCE CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

for the years ended December 31, 2021, 2020 and 2019

(U.S. dollars in thousands, except share amounts)

Number of
Common
Shares

Par Value of
Common
Shares

Additional Paid-
in Capital

Retained
Earnings

Treasury
Stock

Accumulated
Other
Comprehensive
Loss

Total
Shareholders'
Equity

Balance, December 31, 2018

59,186,829

$

59

$

121,602

$

12,656

$

(5,884)

$

(1,171)

$

127,262

Stock-based compensation

-

-

1,932

-

-

-

1,932

Net stock options exercised

69,448

1

97

-

-

-

98

Common stock issued for vested restricted stock units

121,060

-

-

-

-

-

-

Dividends declared

-

-

-

(1,612)

-

-

(1,612)

Issuance of stock, net of issuance costs

6,650,588

6

24,540

-

-

-

24,546

Net income

-

-

-

5,832

-

-

5,832

Balance, December 31, 2019

66,027,925

$

66

$

148,171

$

16,876

$

(5,884)

$

(1,171)

$

158,058

Stock-based compensation

-

-

3,039

-

-

-

3,039

Common stock issued for vested restricted stock units

238,062

1

-

-

-

-

1

Dividends declared

-

-

-

(2,819)

-

-

(2,819)

Spin-off of Fortitude Gold Corporation

-

-

(92,232)

(5,763)

-

-

(97,995)

Issuance of stock, net of issuance costs

8,447,369

8

25,887

-

-

-

25,895

Net income

-

-

-

4,359

-

-

4,359

Balance, December 31, 2020

74,713,356

$

75

$

84,865

$

12,653

$

(5,884)

$

(1,171)

$

90,538

Stock-based compensation

-

-

671

-

-

-

671

Net stock options exercised

237,719

-

288

-

-

-

288

Common stock issued for vested restricted stock units

75,262

-

-

-

-

-

-

Dividends declared

-

-

-

(3,118)

-

-

(3,118)

Issuance of stock, net of issuance costs

13,714,630

14

24,536

-

-

-

24,550

Surrender of stock for taxes due on vesting

(65,795)

-

(207)

-

-

-

(207)

Net income

-

-

-

8,028

-

-

8,028

Balance, December 31, 2021

88,675,172

$

89

$

110,153

$

17,563

$

(5,884)

$

(1,171)

$

120,750

The accompanying notes are an integral part of these consolidated financial statements.

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GOLD RESOURCE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2021, 2020 and 2019

(U.S. dollars in thousands)

For the year ended December 31, 

Note

2021

2020

2019

Cash flows from operating activities:

Net income

$

8,028

$

4,359

$

5,832

Net income from discontinued operations

-

10,690

300

Net income (loss) from continuing operations

$

8,028

$

(6,331)

$

5,532

Adjustments to reconcile net income from continuing operations to net cash from operating activities:

Deferred income tax (benefit) expense

(2,216)

3,508

3,857

Depreciation and amortization

16,147

17,601

19,917

Stock-based compensation

877

2,230

1,932

Other operating adjustments

22

2,709

(404)

305

Changes in operating assets and liabilities:

Accounts receivable

(4,446)

4,136

(6,618)

Inventories

(708)

1,036

(1,976)

Prepaid expenses and other current assets

(267)

(405)

1,097

Other noncurrent assets

(8)

4

(3)

Accounts payable and other accrued liabilities

5,930

(588)

175

Mining royalty and income taxes payable, net

8,737

426

 

(106)

Net cash provided by operating activities from continuing operations

34,783

21,213

24,112

Cash flows from investing activities:

Capital expenditures

(20,610)

(12,811)

(16,936)

Cash acquisition costs, net of cash acquired

(2,363)

-

-

Proceeds from the sale of gold and silver rounds

-

4,846

2

Net cash used in investing activities from continuing operations

(22,973)

(7,965)

(16,934)

Cash flows from financing activities:

Proceeds from the exercise of stock options

300

-

98

Proceeds from issuance of stock

-

25,795

24,449

Dividends paid

(3,366)

(2,790)

(1,491)

Cash related to the spin-off

-

(27,774)

-

Other financing activities

3

-

-

Other financing activities from discontinued operations

-

(452)

(2,019)

Net cash (used in) provided by financing activities

(3,063)

(5,221)

21,037

Effect of exchange rate changes on cash and cash equivalents

(440)

(528)

 

(455)

Cash flows from discontinued operations:

Net cash provided by operating activities

-

14,184

(2,705)

Net cash used in investing activities

-

(6,488)

(22,538)

Net increase in cash and cash equivalents

8,307

15,195

2,517

Cash and cash equivalents of continuing operations at beginning of period

25,405

10,210

7,693

Cash and cash equivalents of continuing operations at end of period

$

33,712

$

25,405

$

10,210

Supplemental Cash Flow Information Continuing Operations

Interest expense paid

$

-

$

20

$

18

Income and mining taxes paid

$

4,939

$

2,734

$

3,743

Non-cash investing activities:

Change in capital expenditures in accounts payable

$

684

$

(643)

$

624

Change in estimate for asset retirement costs

$

7

$

82

$

443

The accompanying notes are an integral part of these consolidated financial statements

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GOLD RESOURCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021, 2020 and 2019

1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Gold Resource Corporation (the “Company”) was organized under the laws of the State of Colorado on August 24, 1998. The Company is a producer of doré containing gold and silver and metal concentrates that contain gold, silver, copper, lead, and zinc in Oaxaca, Mexico.

Acquisition

On December 10, 2021, the Company completed the acquisition of all the issued and outstanding common shares of Aquila Resources Inc. Aquila’s principal asset is its 100% interest in the Back Forty Project located in Menominee County, Michigan, USA. The Back Forty Project has a polymetallic (gold, silver, copper, silver, lead, and zinc) Volcanogenic Massive Sulfide deposit. The Back Forty Project controls surface and mineral rights through ownership, leases with the State of Michigan, and royalties with private parties. The Company considered the appropriate accounting treatment with regards to the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 805 Business Combinations and determined it was appropriate to account for this transaction as an asset acquisition. Please see Note 2 for additional information.

Spin-Off

On December 31, 2020, The Company completed the spin-off of its wholly-owned subsidiary, Fortitude Gold Corporation and its subsidiaries (“FGC” or “Nevada Mining Unit”), into a separate, public company. FGC and its subsidiaries are presented as discontinued operations in the Company’s consolidated financial statements. Please see Note 21 for additional information.

The spin-off was affected by the distribution of all of the outstanding shares of FGC common stock to the Company’s shareholders (the “Distribution”). The Company’s shareholders of record as of the close of business on December 28, 2020 (the “Record Date”) received one share of FGC common stock for every 3.5 shares of the Company’s common stock held as of the Record Date. The Company issued fractional shares of FGC common stock in the Distribution, except in certain instances where fractional shares were not permissible and, in such case, shareholders received cash in lieu of fractional shares. As a result, the Company ceased to have any ownership interest in FGC and its subsidiaries following the spin-off.

Significant Accounting Policies

Basis of Presentation

The consolidated financial statements included herein are expressed in United States dollars and conform to U.S. GAAP. The consolidated financial statements include the accounts of the Company, its Mexican subsidiary, Don David Gold Mexico S.A. de C.V., and its newly acquired Aquila subsidiaries (See Exhibit 21.1 for material subsidiaries). Intercompany accounts and transactions have been eliminated in consolidation.

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Asset Acquisition

The Company considered the appropriate accounting treatment with regards to the Financial Accounting Standards Board’s ASC 805 Business Combinations for all material merger and acquisition transactions as they occur. The facts and circumstances of each transaction are evaluated to determine the appropriate accounting. Please see Note 2 for additional information regarding the accounting for the Aquila Transaction.

Discontinued Operations

The Company presents discontinued operations when there is a disposal of a component group or a group of components that in its judgment represents a strategic shift that will have a major effect on its operations and financial results. The Company aggregates the results of operations for discontinued operations into a single line item in the Consolidated Statements of Operations for all periods presented. General corporate overhead is not allocated to discontinued operations. See Note 20 for additional information.

Segment Reporting

The Company has organized its operations into three geographic regions. The geographic regions include Oaxaca, Mexico, Michigan, U.S.A. and Corporate and Other. Oaxaca, Mexico represents the Company’s only production stage property. Michigan, U.S.A. is an advanced exploration stage property. The Company’s business activities that are not considered production stage or advanced exploration stage properties are included in Corporate and Other.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The more significant areas requiring the use of management estimates and assumptions relate to Mineral Resources and Mineral Reserves that are the basis for future cash flow estimates utilized in impairment calculations and units-of-production depreciation calculations; asset and liability valuation related to acquisitions; accounting for asset acquisitions; future metal prices, especially as it relates to zinc zero cost collar; environmental remediation, reclamation and closure obligations; estimates of recoverable gold and other minerals in stockpiles; write-downs of inventory, stockpiles to net realizable value; valuation allowances for deferred tax assets and liabilities; valuation of contingent considerations and gold and silver stream agreements, provisional amounts related to income tax effects of newly enacted tax laws; and stock-based compensation. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain and bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Reclassifications

Certain amounts presented in prior periods have been reclassified to conform to the current period presentation. Starting 2020, the Company showed Stock-based compensation as a separate line item in the Consolidated Statements of Operations. In 2019, Stock-based compensation was included with General and administrative expenses. The reclassifications had no material effect on the Company’s results of operations or financial condition.

Cash and Cash Equivalents

Cash and cash equivalents consist of all cash balances and are highly liquid. Cash held in Mexican Pesos or Canadian Dollars is converted to U.S. Dollars at the closing exchange rate on December 31, 2021.

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Gold and Silver Rounds

The Company sponsored a physical dividend program which was concluded in 2021. Historically, the Company purchased gold and silver rounds on the open market in order to diversify its treasury and provide an option for shareholders to convert their dividends into rounds. At December 31, 2021, the Company held gold and silver rounds carried at quoted market value prices based on the daily London P.M. fix as of the balance sheet date. The Company considers rounds a highly liquid investment.

Accounts Receivable, net

Accounts receivable consists of trade receivables, which are recorded net of allowance for doubtful accounts, from the sale of doré and metals concentrates, as well an embedded derivative based on mark-to-market adjustments for outstanding provisional invoices based on forward metal prices. Please see Note 14 and Note 19 for additional information related to the embedded derivative. As of both December 31, 2021 and 2020, the allowance for doubtful accounts was nil.

Inventories

The major inventory categories are set forth below:

Stockpile Inventories: Stockpile inventories represent ore that has been mined and is available for further processing. Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, an estimate of the contained metals (based on assay data) and the estimated metallurgical recovery rates. Costs are allocated to stockpiles based on relative values of material stockpiled and processed using current mining costs incurred, including applicable overhead and depreciation and amortization relating to mining operations. Material is removed at each stockpile’s average cost per tonne. Stockpiles are carried at the lower of average cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term metals prices, less the estimated costs to complete production and bring the product to sale.

Concentrate Inventories: Concentrate inventories include metal concentrates located either at the Company’s facilities or in transit to its customer’s port. Inventories consist of copper, lead, and zinc metal concentrates, which also contain gold and silver mineralization. Concentrate inventories are carried at the lower of cost of production or net realizable value based on current metals prices.

Doré Inventory: Doré includes gold and silver doré bars held at the Company’s facility. Doré inventories are carried at the lower of cost of production or net realizable value based on current metals prices.

Materials and Supplies Inventories: Materials and supplies inventories consist of chemical reagents, parts, fuels and other materials and supplies. Cost includes applicable taxes and freight. Materials and supplies inventory is carried at lower of average cost or net realizable value.

Write-downs of inventory are charged to production costs on the Consolidated Statements of Operations.

Promissory Note

The promissory note was acquired in the Aquila Transaction. In October 2021, Aquila sold its Wisconsin assets to Green Light Metals in return for a C$4.9 million ($3.9 million) promissory note. Under the promissory note, Green Light Metals is to pay C$0.9 million cash and deliver C$4.0 million in Green Light Metal shares once Green Light Metals goes public. The cash and shares will be delivered upon completion of Green Light Metals listing on the TSX and the shares are expected to represent approximately 18% of the total outstanding shares of Green Light Metals. Upon maturity on December 31, 2022, the shares of Green Light Metals will be recorded at fair value as available-for-sale securities. Due to the short maturity of the promissory note, the carrying amount approximates the fair value, and likewise, no interest and collateral is required.

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Property, Plant and Mine Development

Land and Mineral Interests: The costs of acquiring land, mineral rights, and mineral interests are considered tangible assets. Administrative and holding costs to maintain an exploration property are expensed as incurred. If a mineable mineral deposit is discovered, such capitalized costs are amortized when production begins using the units of production (“UOP”) method. If no mineable mineral deposit is discovered or such rights are otherwise determined to have diminished value, such costs are expensed in the period in which the determination is made.

Mine Development: The costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, the building of access ways, shafts, lateral access, drifts, ramps, and other infrastructure. Costs incurred before mineralization is classified as Mineral Reserves are expensed and classified as exploration expenses. Capitalization of mine development project costs that meet the definition of an asset begins once mineralization is classified as proven and probable reserves.

Drilling costs incurred during the production phase for operational ore control are recorded as mine development and amortized using UOP. All other drilling and related costs are expensed as incurred.

Mine development costs are amortized using the UOP method based on estimated recoverable ounces in Mineral Reserves.

Property and Equipment: All items of property and equipment are carried at cost. Normal maintenance and repairs are expensed as incurred while expenditures for major maintenance and improvements are capitalized. Gains or losses on disposition are recognized in other (income) expense.

Construction in Progress: Expenditures for new facilities or equipment are capitalized and recorded at cost. Once completed and ready for its intended use, the asset is transferred to property and equipment to be depreciated or amortized.

Depreciation and Amortization: Capitalized costs are depreciated or amortized using the straight-line or UOP method at rates sufficient to depreciate such costs over the shorter of estimated productive lives of such assets or the useful life of the individual assets. The estimates for Mineral Reserves are a key component in determining the UOP depreciation rates. The estimates of Mineral Reserves may change, possibly in the near term, resulting in changes to depreciation and amortization rates in future reporting periods. The following are the estimated economic lives of depreciable assets:

Range of Lives

Asset retirement costs

UOP

Furniture, computer and office equipment

3 to 10 years

Light vehicles and other mobile equipment

4 years

Machinery and equipment

UOP to 4 years

Mill facilities and related infrastructure

UOP

Mine development and mineral interests

UOP

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset. If an impairment is indicated, a determination is made whether an impairment has occurred. Impairment losses are measured either 1) as the excess of carrying value over the total discounted estimated future cash flows, or 2) by applying an expected fair value technique in the absence of an observable market price; losses are charged to expense on the Company’s Consolidated Statements of Operations. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups.

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Existing Mineral Resources and Mineral Reserves are included when estimating the fair value in determining whether the assets are impaired. The Company’s estimates of future cash flows are based on numerous assumptions including expected gold and other commodity prices, production levels, capital requirements and estimated salvage values. It is possible that actual future cash flows will be significantly different from the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and costs, and capital requirements are each subject to significant risks and uncertainties.

Fair Value of Financial Instruments

The recorded amounts of cash and cash equivalents, gold and silver rounds, receivables from provisional concentrate sales and accounts payable approximate fair value because of the short maturity of those instruments. The recorded amounts for the zinc zero cost collar are based on the London Metal Exchange forward underlying price over a period from the trade date to the payment date.

Treasury Stock

Treasury stock represents shares of the Company’s common stock which have been repurchased on the open market at the prevailing market price at the time of purchase and have not been cancelled. Treasury stock is shown at cost as a separate component of equity.

Revenue Recognition 

The Company recognizes revenue from doré and concentrate sales.

Doré sales: Doré sales are recognized upon the satisfaction of performance obligations, which occurs upon delivery of doré and when the price and quantity are agreed with the customer. Doré sales are recorded using quoted metal prices, net of refining charges.

Concentrate sales: Concentrate sales are initially recorded based on 100% of the provisional sales prices, net of treatment and refining charges, at the time of delivery to the customer at which point the performance obligations are satisfied and control of the product is transferred to the customer. Adjustments to the provisional sales prices are made to take into account the mark-to-market changes based on the forward prices of metals until final settlement occurs. The changes in price between the provisional sales price and final sales price are considered an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the concentrates at the quoted metal prices at the time of delivery. The embedded derivative, which does not qualify for hedge accounting, is adjusted to market through revenue each period prior to final settlement. Market changes in the prices of metals between the delivery and final settlement dates will result in adjustments to revenues related to previously recorded sales of concentrate. Sales are recorded net of charges for treatment, refining, smelting losses and other charges negotiated with the buyer. These charges are estimated upon delivery of concentrates based on contractual terms and adjusted to reflect actual charges at final settlement. Historically, actual charges have not varied materially from the Company’s initial estimates.

Production Costs

Production costs include labor and benefits, royalties, concentrate and doré shipping costs, mining costs, fuel and lubricants, legal and professional fees related to mine operations, stock-based compensation attributable to mine workers, materials and supplies, repairs and maintenance, explosives, site support, housing and food, insurance, reagents, travel, medical services, security equipment, office rent, tools and other costs that support mining operations.

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Exploration Costs

Exploration costs are charged to expense as incurred. Costs to identify new Mineral Resources and to evaluate potential Mineral Resources are considered exploration costs. Exploration activities conducted within the defined Mineral Resources are capitalized.

Stock-Based Compensation

The Company accounts for stock-based compensation under the fair value recognition and measurement provisions of U.S. GAAP. Those provisions require all stock-based payments, including grants of stock options, RSUs, and DSUs to be measured based on the grant date fair value of the awards, with the resulting expense generally recognized on a straight-line basis in the Consolidated Statements of Operations over the period during which services are performed in exchange for the award. The majority of the awards are earned over a service period of three years. DSUs are earned immediately at grant and expected to be paid out in cash in the future. DSUs are considered liability instruments and marked-to-market each reporting period. The Company's estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, and estimates of forfeitures.

Reclamation and Remediation Costs

Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and remediation costs. Reclamation obligations are based in part on when the spending for an existing environmental disturbance will occur. The Company reviews, at least on an annual basis, the reclamation obligation.

Prior to 2014, the Company had been recognizing only reclamation and remediation obligations and all associated asset retirement costs were written off as the Company had not been reporting its proven and probable Mineral Reserves for its Don David Gold Mine. In 2014, the Company became a production stage company and therefore capitalized asset retirement costs along with the asset retirement obligation. Please see Note 11 for additional information.

Accounting for reclamation and remediation obligations requires management to make estimates unique to each mining operation of the future costs expected to be incurred to complete the reclamation and remediation work required to comply with existing laws and regulations. Actual costs incurred in future periods could differ from amounts estimated. Additionally, future changes to environmental laws and regulations could increase the extent of reclamation and remediation work required. Any such increases in future costs could materially impact the amounts charged to operations for reclamation and remediation.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is presented in the consolidated statements of changes in shareholders’ equity. Accumulated other comprehensive loss is composed of foreign currency translation adjustment effects related to the historical adjustment when the functional currency was the Mexican peso for our Mexico subsidiary. This loss will remain on our Consolidated Balance Sheets until the sale or dissolution of our Mexico subsidiary.

Income and Mining Royalty Taxes

Income and Mining Royalty Taxes are computed using the asset and liability method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes and the effect of net operating loss and foreign tax credit carryforwards using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax assets are evaluated to determine if it is more likely than not that they will be realized. Please see Note 6 for additional information.

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Net Income Per Share

Basic earnings per share is calculated based on the weighted average number of common shares outstanding for the period. Diluted income per share reflects the dilution that could occur if potentially dilutive securities, as determined using the treasury stock method, are converted into common stock. Potentially dilutive securities are excluded from the calculation when their inclusion would be anti-dilutive, such as periods when a net loss is reported or when the exercise price of the instrument exceeds the average fair market value of the underlying common stock.

Foreign Currency

The functional currency for all of the Company’s subsidiaries is the United States dollar (“U.S. dollar”).

Concentration of Credit Risk

The Company has considered and assessed the credit risk resulting from its concentrate sales and doré sales arrangements with its customers. In the event that the Company’s relationships with its customers are interrupted for any reason, the Company believes that it would be able to locate another entity to purchase its metals concentrates and doré bars; however, any interruption could temporarily disrupt the Company’s sale of its products and materially adversely affect operating results.

The Company’s Arista and Alta Gracia mines, which are located in the State of Oaxaca, Mexico, accounted for 100%of the Company’s total net sales from continuing operations for the years ended December 31, 2021, 2020 and 2019, respectively.

Some of the Company’s operating cash balances are maintained in accounts that currently exceed federally insured limits. The Company believes that the financial strength of the depositing institutions mitigates the underlying risk of loss. To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations.

2. Aquila Acquisition

On December 10, 2021, the Company completed the Definitive Arrangement Agreement pursuant to which GRC acquired all of the issued and outstanding common shares of Aquila Resources Inc. (the "Acquisition").

Under the terms of the Acquisition, each holder of Aquila common shares (a “Shareholder”) received 0.0399 of GRC common share per Aquila share. Aquila had 343,725,063 issued and outstanding common shares immediately prior to consummation of the Acquisition. GRC issued 13,714,630 shares for a total value of $24.5 million. The value of GRC stock issued as consideration was based upon the closing share price of $1.79 per share on December 10, 2021. The total purchase price consideration of $29.1 million was comprised of the common stock issued at a value of $24.5 million and cash paid for certain transactions costs totaling $4.6 million.

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The Company considered the appropriate accounting treatment with regards to ASC 805 Business Combinations and determined it was appropriate to account for this transaction as an asset acquisition. This determination was made as the Back Forty Project, as a single asset, made up more than 90% of the acquired assets and there were no significant outputs or substantive processes. The following table summarizes the allocation of purchase price to the assets acquired and liabilities assumed as of the date of acquisition (in thousands):

AQUILA ACQUISITION

As of December 10, 2021

Consideration:

Cash Consideration, including transaction costs

$

4,571

Stock Consideration (13,714,630 shares at $1.79 per share)

24,549

Total Consideration:

$

29,120

Value of net assets acquired:

Assets:

Cash and cash equivalents

$

2,208

Accounts receivable

142

Promissory Note

3,885

Prepaid expenses

29

Security deposits

27

Property, plant and mine development

89,579

Total Assets

95,870

Liabilities:

Accounts payable and accrued liabilities

3,314

Leases payable - current

127

Exploration reclamation liability

611

Gold and silver stream agreements

42,421

Contingent consideration

4,603

Leases payable - long term

205

Deferred tax liability

15,469

Total Liabilities

66,750

Total net assets:

$

29,120

The deferred tax liability assumes an Internal Revenue Code Section 338(g) election (“338(g) election”) will not be made to step up the tax basis of the Back Forty Project to the book basis. The Company is currently evaluating certain elections, including the 338(g) election, and post-transaction structuring strategies to optimize the tax impacts of the acquisition. The final determination to implement these elections or strategies may impact the Consolidated Statements of Operations in a future period.

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3. Revenue

The Company derives its revenue from the sale of doré and concentrates. The following table presents the Company’s net sales disaggregated by source:

For the year ended December 31, 

2021

2020

2019

(in thousands)

Doré sales, net

Gold

$

8,120

$

8,719

$

6,763

Silver

678

2,774

2,439

Less: Refining charges

(136)

(233)

(171)

Total doré sales, net

8,662

11,260

9,031

Concentrate sales

Gold

32,593

22,145

27,184

Silver

26,095

20,391

21,347

Copper

13,495

9,387

9,930

Lead

13,442

12,012

16,116

Zinc

41,256

36,451

48,804

Less: Treatment and refining charges

(11,349)

(20,907)

(13,825)

Total concentrate sales, net

115,532

79,479

109,556

Realized gain embedded derivative, net

777

138

1,423

Unrealized gain (loss) - embedded derivative, net

225

(185)

291

Total sales, net

$

125,196

$

90,692

$

120,301

4. Gold and Silver Rounds

The Company holds gold and silver rounds which were formerly used in its dividend exchange program which was discontinued in 2021. The Company plans to sell the gold and silver rounds on the open market in 2022. During the year ended December 31, 2021, the Company distributed one (1) ounce of gold and thirty-nine (39) ounces of silver for a realized gain of $2 thousand in the dividend exchange program. Additionally, the Company used twelve (12) ounces of gold for employee recognition and one hundred forty-eight (148) ounces of silver rounds for marketing purposes. The realized gain is recorded in other income on a net basis. During the year ended December 31, 2020, the Company sold 1,641 ounces of gold rounds and 67,560 ounces of silver rounds for a realized gain of $1.0 million.

At December 31, 2021 and 2020, the Company’s holdings of rounds, using quoted market prices, consisted of the following:

As of December 31, 2021

As of December 31, 2020

Ounces

Per Ounce

Amount

Ounces

Per Ounce

Amount

(in thousands)

(in thousands)

Gold

176

$

1,820

$

320

189

$

1,888

$

357

Silver

11,655

$

23.09

269

11,842

$

26.49

314

Total holdings

$

589

$

671

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5. Inventories

At December 31, 2021 and 2020, current inventories consisted of the following:

As of

As of

December 31, 

December 31, 

2021

2020

(in thousands)

Stockpiles - underground mine

$

-

$

648

Stockpiles - open pit mine

-

41

Concentrates

2,048

1,919

Doré, net (1)

452

459

Subtotal - product inventories

2,500

3,067

Materials and supplies (2)

7,861

6,928

Total

$

10,361

$

9,995

(1)Net of reserve of nil and $368 as of December 31, 2021 and 2020, respectively.
(2)Net of reserve for obsolescence of $384 and $209 as of December 31, 2021 and 2020, respectively.

6. Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC 740, "Income Taxes" ("ASC 740") on a tax jurisdictional basis. The Company and its U.S. subsidiaries file U.S. tax returns and the Company’s foreign subsidiaries file tax returns in Mexico and in Canada. For financial reporting purposes, net income before income taxes includes the following components:

Years Ended December 31, 

2021

2020

2019

(in thousands)

U.S. Operations

$

(6,369)

$

(7,196)

$

(6,338)

Foreign Operations

24,012

6,438

21,837

Total income before income taxes

$

17,643

$

(758)

$

15,499

The Company's income tax expense from continuing operations consists of the following:

Years ended December 31, 

2021

2020

2019

(in thousands)

Current taxes:

U.S. Federal

$

-

$

-

$

-

U.S. State

305

-

-

Foreign

11,426

3,294

6,210

Total current taxes

$

11,731

$

3,294

$

6,210

Deferred taxes:

U.S. Federal

$

-

$

2,999

$

1,881

U.S. State

-

-

-

Foreign

(2,116)

(720)

1,876

Total deferred taxes

$

(2,116)

$

2,279

$

3,757

Total income tax provision

$

9,615

$

5,573

$

9,967

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The provision for income taxes for the years ended December 31, 2021, 2020 and 2019, differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income from operations as a result of the following differences:

For the year ended December 31, 

2021

2020

2019

(in thousands)

Tax at statutory rates

$

3,705

$

(159)

$

3,255

Foreign rate differential

2,095

558

1,969

GILTI Inclusion

-

(886)

2,173

Changes in deferred tax assets

(1,189)

3,919

277

Mexico mining tax

1,590

280

1,126

Foreign exchange

535

866

255

Stock option expiration

2,471

449

361

Mexico withholding tax

679

192

374

Deduction for inflation in Mexico

(981)

(550)

(338)

U.S. State income tax

585

127

139

Other

125

777

376

Tax provision

$

9,615

$

5,573

$

9,967

The following table sets forth deferred tax assets and liabilities:

As of December 31, 

2021

2020

 

(in thousands)

Non-current deferred tax assets:

Tax loss carryforward

$

29,496

$

2,190

Property and equipment

12,092

10,355

Share-based compensation

1,068

4,018

Foreign tax credits

4,089

4,089

Inventory

142

79

Foreign mining tax

793

199

Accounts payable

2,708

912

Employee profit sharing obligation

566

-

Zinc derivatives

608

-

Other

362

377

Total deferred tax assets

51,924

22,219

Valuation allowance

(36,933)

(10,592)

Deferred tax assets after valuation allowance

$

14,991

$

11,627

Deferred tax liability – Property, plant and mine development

(28,117)

(11,318)

Net deferred tax (liability) asset

$

(13,126)

$

309

In accordance with ASC 740, the Company presents deferred tax assets net of its deferred tax liabilities on a tax jurisdictional basis on its Consolidated Balance Sheets. The net deferred tax liability of $13.1 million as of December 31, 2021 is primarily related to the Aquila acquisition. The Company is currently evaluating certain elections and post-transaction structuring strategies to optimize the tax impacts of the acquisition. The final determination to implement these elections or strategies may impact the Consolidated Statements of Operations in a future period.

The Company evaluates the evidence available to determine whether a valuation allowance is required on deferred tax assets. As of December 31, 2021, the Company determined that a valuation allowance of $36.9 million was necessary due to the uncertain utilization of specific deferred tax assets, primarily net operating loss carryforwards, in both U.S. and Canada. $27.5 million of the valuation allowance related to the Aquila acquisition. As of December 31, 2020, the Company determined that a full valuation allowance on the US deferred tax assets was necessary as a result of the spin-off of Fortitude Gold Corporation and its subsidiaries.

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At December 31, 2021, the Company has U.S. federal loss carryforwards of $80.7 million, of which $33.9 million have no expiration date, and $46.8 million that expire at various dates between 2027 and 2037; U.S. Foreign Tax Credits of $4.1 million that expire at various dates between 2023 and 2026; federal capital loss carryforwards of $0.4 million that expire at various dates between 2022 and 2024; state of Colorado tax loss carryforwards of $40.5 million, of which $30.8 million expire at various dates between 2022 and 2037 and $9.8 million that have no expiration; state of Michigan tax loss carryforwards of $51.6 million, of which $24.4 million have no expiration and $27.2 million expire at various dates between 2022 and 2027; and Canadian tax loss carryforwards of $30.8 million that expire between 2026 and 2041.

Mexico Mining Taxation

Mining entities in Mexico are subject to two mining duties, in addition to the 30% Mexico corporate income tax: (i) a “special” mining duty of 7.5% of taxable income as defined under Mexican tax law (also referred to as “mining royalty tax”) on extraction activities performed by concession holders, and (ii) the “extraordinary” mining duty of 0.5% on gross revenue from the sale of gold, silver and platinum. The mining royalty tax is generally applicable to earnings before income tax, depreciation, depletion, amortization, and interest. In calculating the mining royalty tax, there are no deductions related to depreciable costs from operational fixed assets, but exploration and prospecting depreciable costs are deductible when incurred. Both duties are tax deductible for income tax purposes. As a result, our effective tax rate applicable to the Company’s Mexican operations is substantially higher than Mexico statutory rate.

The Company periodically transfers funds from its Mexican wholly-owned subsidiary to the U.S. in the form of dividends. Mexico requires a 10% withholding tax on dividends on all post-2013 earnings. The Company began distributing post-2013 earnings from Mexico in 2018. According to the existing U.S. – Mexico tax treaty, the dividend withholding tax between these countries is limited to 5% if certain requirements are met. The Company determined that it had met such requirements and paid a 5% withholding tax on dividends received from Mexico, and as a result, paid $0.5 million, $0.2 million, and $0.4 million for years ending December 31, 2021, 2020 and 2019, respectively. 

Other Tax Disclosures

The U.S. Treasury Department issued final regulations in July 2020 concerning global intangible low-taxed income, commonly referred to as GILTI tax and introduced by the Tax Act of 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The final tax regulations allow income to be excluded from GILTI tax that are subject to an effective tax rate higher than 90% of the U.S. tax rate. The Company determined that it was not subject to GILTI tax in 2019 due to this high tax exception rule, therefore the Company recorded the reversal of the prior year GILTI tax expense that resulted in $0.9 million tax benefit for the year ended December 31, 2020.

As of both December 31, 2021 and 2020, the Company believes that it has no unrecognized tax benefits. If the Company were to determine there was an unrecognized tax benefit, the Company would recognize the liability and related interest and penalties within income tax expense.

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7. Prepaid Expenses and Other Current Assets

At December 31, 2021 and 2020, prepaid expenses and other current assets consisted of the following:

As of

As of

December 31, 

December 31, 

2021

2020

(in thousands)

Advances to suppliers

$

188

$

374

Prepaid insurance

1,222

709

IVA taxes receivable, net

20

846

Other current assets

266

647

Total

$

1,696

$

2,576

IVA taxes receivable, net is a value added (“IVA”) tax in Mexico assessed on purchases of materials and services and sales of products. Likewise, businesses owe IVA taxes as the business sells a product and collects IVA taxes from its customers. Businesses are generally entitled to recover the taxes they have paid related to purchases of materials and services, either as a refund or credit to IVA tax payable. Amounts recorded as IVA taxes in the consolidated financial statements represent the net estimated IVA tax receivable or payable, since there is a legal right of offset of IVA taxes.

8. Property, Plant and Mine Development, net

At December 31, 2021 and 2020, property, plant and mine development consisted of the following:

As of

As of

December 31, 

December 31, 

2021

2020

(in thousands)

Asset retirement costs

$

1,065

$

1,064

Construction-in-progress (1)

15,854

7,158

Furniture and office equipment

1,685

1,839

Land

9,230

230

Mineral interest

79,964

-

Light vehicles and other mobile equipment

2,224

2,192

Machinery and equipment

33,213

31,227

Mill facilities and infrastructure

24,973

24,407

Mine Development

92,138

83,859

Software and licenses

1,592

1,619

Subtotal (2)

261,938

153,595

Accumulated depreciation and amortization

(105,167)

(91,084)

Total

$

156,771

$

62,511

(1)Primarily related to the dry stack filtration plant.
(2)Includes capital expenditures in accounts payable and accruals of $1.7 million and $1.0 at December 31, 2021 and 2020, respectively.

The Company recorded depreciation and amortization expense for the years ended December 31, 2021, 2020 and 2019 of $16.1 million, $17.6 million, and $19.9 million, respectively.

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9. Accrued Expenses and Other Liabilities

At December 31, 2021 and 2020, accrued expenses and other current and non-current liabilities consisted of the following:

As of

As of

December 31, 

December 31, 

2021

2020

(in thousands)

Accrued royalty payments

1,743

1,796

Dividends payable

-

247

Zinc derivatives

1,844

-

Employee profit sharing obligation

1,888

-

Other payables

1,100

232

Total accrued expenses and other current liabilities

$

6,575

$

2,275

Accrued non-current labor obligation

920

-

Deferred stock unit compensation liability

206

-

Other long-term liabilities

826

13

Total other non-current liabilities

$

1,952

$

13

In 2021, the Company entered into zinc zero cost collars consisting of call and put options on the same volume to manage its near-term exposure to cash flow variability from zinc price risks. As of December 31, 2021, the Company had $1.8 million liability related to the program.

On April 23, 2021, a decree that reforms labor outsourcing in Mexico was published in the Federation’s Official Gazette. This new decree amends the outsourcing provisions, whereby operating companies will no longer be able to source their labor resources used to carry out the core business functions from service entities or third-party providers.

Under Mexican law, employees are entitled to receive statutory profit sharing (Participacion a los Trabajadores de las Utilidades or “PTU”) payments. The required cash payment to employees in the aggregate is equal to 10% of their employer’s profit subject to PTU, which differs from profit determined under U.S. GAAP. In the past, the Company was not subject to PTU payments, as it had been sourcing its labor resources through a third-party service provider.

As a result of adopting the new legislation in 2021, $1.9 million for PTU was recorded in current liabilities and production cost, as well as $0.9 million for statutory employee severance benefits recorded in other long-term liabilities and other expenses.

10. Gold and Silver Stream Agreements

The following table presents the Company’s liabilities related to the Gold and Silver Stream Agreements as of December 31, 2021 and 2020:

As of

As of

December 31, 

December 31, 

2021

2019

(in thousands)

Liability related to the Gold Stream Agreement

$

20,364

$

-

Liability related to the Silver Stream Agreement

22,196

-

Total liability

$

42,560

$

-

Periodic interest expense will be incurred based on an implied interest rate. The implied interest rate is determined based on the timing and probability of future production and an 8% discount rate. Interest expense will be recorded to

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the Consolidated Statements of Operations and the gold and silver stream agreement liability on the Consolidated Balance Sheet.

Gold Streaming Agreement

In November 2017, Aquila completed a financing transaction with Osisko Bermuda Limited (“OBL”), a wholly-owned subsidiary of Osisko Gold Royalties Ltd (TSX & NYSE: OR), pursuant to which OBL agreed to commit approximately $55 million to Aquila through a gold stream purchase agreement. In June 2020, Aquila amended its agreement with Osisko, reducing the total committed amount to $50 million as well as adjusting certain milestone dates under the gold stream to align with the current project development timeline. Aquila had received a total of $20 million of the committed funds at the time of the Gold Resource Corporation acquisition. Remaining deposits from OBL are $5 million upon receipt of permits required for the development and operation of the Back Forty Project and $25 million upon the first drawdown of an appropriate project debt finance facility. OBL has been provided a general security agreement over the Back Forty Project which consists of the subsidiaries of Gold Resource Acquisition CO, a 100% owned subsidiary of Gold Resource Corporation. The initial term of the agreement is for 40 years, automatically renewable for successive ten-year periods. The agreement is subject to certain operating and financial covenants, which are in good standing as of December 31, 2021.

The $20 million received from OBL through December 31, 2021 is shown as a long-term liability on the Consolidated Balance Sheet along with an implied interest rate. The implied interest rate is applied on OBL advance payments and calculated on the total expected life-of-mine production to be deliverable (as supported in the Back Forty Project Preliminary Economic Assessment) at the five-year average street consensus metal prices (based on the median) evaluated at December 31, 2021 and is discounted at 8.0%. As the remaining $30 million deposit is subject to the completion of certain milestones and the satisfaction of certain other conditions, this amount is not reflected on the Consolidated Balance Sheet.

Per the terms of the gold stream agreement, OBL will purchase 18.5% of the refined gold from Back Forty (the “Threshold Stream Percentage”) until the Company has delivered 105,000 ounces of gold (the “Production Threshold”). Upon satisfaction of the Production Threshold, the Threshold Stream Percentage will be reduced to 9.25% of the refined gold (the “Tail Stream”). In exchange for the refined gold delivered under the Stream Agreement, OBL will pay the Company ongoing payments equal to 30% of the spot price of gold on the day of delivery, subject to a maximum payment of $600 per ounce. Where the market price of gold is greater than price paid, the difference realized from the sale of the gold will be applied against the deposit received from Osisko. (See Note 12 Commitments and Contingencies.)

Silver Stream Agreement

Through a series of contracts, Aquila executed a silver stream agreement with OBL to purchase 85% of the silver produced and sold at the Back Forty Project. A total of $17.2 million has been advanced under the agreement as at December 31, 2021. There are no future deposits remaining under the agreement. The initial term of the agreement is for 40 years, automatically renewable for successive ten-year periods. The agreement is subject to certain operating and financial covenants, which are in good standing as of December 31, 2021.

Per the terms of the silver stream agreement, OBL will purchase 85% of the silver produced from the Back Forty Project at a fixed price of $4 per ounce of silver. Where the market price of silver is greater than $4 per ounce, the difference realized from the sale of the silver will be applied against the deposit received from Osisko.

The $17.2 million received from OBL through December 31, 2021 is shown as a long-term liability on the Consolidated Balance Sheet and includes an implied interest rate. (See Note 12 Commitments and Contingencies.)

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11. Reclamation and Remediation

The following table presents the changes in the Company’s reclamation and remediation obligations for the years ended December 31, 2021 and 2020:

2021

2020

(in thousands)

Reclamation liabilities – balance at beginning of period

$

1,890

$

2,003

Foreign currency exchange gain

(57)

(113)

Reclamation liabilities – balance at end of period

1,833

1,890

Asset retirement obligation – balance at beginning of period

1,208

1,105

Changes in estimate

-

82

Accretion

109

79

Foreign currency exchange gain

(38)

(58)

Asset retirement obligation – balance at end of period

1,279

1,208

Total period end balance

$

3,112

$

3,098

The Company’s undiscounted reclamation liabilities of $1.8 million and $1.9 million as of December 31, 2021 and 2020, respectively, are related to DDGM in Mexico. These represent reclamation liabilities that were expensed through 2013 before proven and probable Mineral Reserves were established and the Company was considered to be a development stage entity; therefore, most of the costs, including asset retirement costs, were not allowed to be capitalized as part of our property, plant and mine development.

 

The Company’s asset retirement obligations reflect the additions to the asset for reclamation and remediation costs in property, plant & mine development, post 2013 development stage status, which were discounted using a credit adjusted risk-free rate of 8%. As of December 31, 2021, and 2020, the Company’s asset retirement obligation related to the Don David Gold Mine in Mexico was $1.3 million and $1.2 million, respectively.

The Company has recoded $0.6 million in reclamation liabilities to remediate exploration drill holes at the Back Forty Project in Michigan, USA. The amount is recorded in other non-current liabilities. Upon completion of the definitive feasibility study and the related mine closure plan, an asset for asset retirement obligation and corresponding liability for reclamation and remediation will be recorded.

12. Commitments and Contingencies

As of December 31, 2021 and 2020, the Company had equipment purchase commitments aggregating approximately $0.4 million.

Contingent Consideration

With the Aquila acquisition, the Company assumed contingent consideration. On December 30, 2013, Aquila’s shareholders approved the acquisition of 100% of the shares of HudBay Michigan Inc. (“HMI”), a subsidiary of HudBay Minerals Inc. (“HudBay”), effectively giving Aquila 100% ownership in the Back Forty Project (the “HMI Acquisition”). Pursuant to the HMI Acquisition, HudBay’s 51% interest in the Back Forty Project was acquired in consideration for the issuance of common shares of Aquila, future milestone payments tied to the development of the Back Forty Project and a 1% net smelter return royalty on production from certain land parcels in the project. The issuance of shares and 1% net smelter obligations were settled before the Company acquired Aquila.

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The contingent consideration is composed of the following:

The value of future installments is based on C$9 million tied to development of the Back Forty project as follows:

a.C$3 million payable on completion of any form of financing for purposes including the commencement of construction of Back Forty, up to 50% of the C$3 million can be paid, at the Company’s option in Gold Resource Corporation shares with the balance payable in cash (if as of November 2023 this milestone has not been achieved, HMI has the right to repurchase a 51% ownership in the Back Forty Project);
b.C$2 million payable in cash 90 days after the commencement of commercial production;
c.C$2 million payable in cash 270 days after the commencement of commercial production, and;
d.C$2 million payable in cash 450 days after the commencement of commercial production.

The value of the contingent consideration at December 31, 2021 was $4.6 million. The contingent consideration will be adjusted for the time value of money and the likelihood of the milestone payments. Any future changes in the value of the contingent consideration will be recognized in the Consolidated Statements of Operations.

Other Contingencies

The Company has certain other contingencies resulting from litigation, claims, and other commitments and is subject to a variety of environmental and safety laws and regulations incident to the ordinary course of business. The Company currently has no basis to conclude that any or all of such contingencies will materially affect its financial position, results of operations or cash flows. However, in the future, there may be changes to these contingencies, or additional contingencies may occur, any of which might result in an accrual or a change in current accruals recorded by the Company, and there can be no assurance that their ultimate disposition will not have a material adverse effect on the Company’s financial position, results of operations or cash flow.

With the successful acquisition of Aquila Resources Inc. on December 10, 2021, the Company assumed substantial liabilities that relate to the gold and silver stream agreements with Osisko Bermuda Limited. Under the agreements, Osisko deposited a total of $37.2 million upfront in exchange for a portion of the future gold and silver production from the Back Forty Project. The stream agreements contain customary provisions regarding default and security. In the event that our subsidiary defaults under the stream agreements, including achieving commercial production at an agreed upon date, it may be required to repay the deposit plus accumulated interest at a rate agreed with Osisko. If it fails to do so, Osisko may be entitled to enforce their remedies as a secured party and take possession of the assets that comprise the Back Forty Project.

13. Shareholders’ Equity

In the year ended December 31, 2021, the Company declared dividends of $3.1 million and paid dividends of $3.4 million, or $0.0433 per share. The Company declared and paid dividends of $2.8 million, or $0.04 million per share for the year ended December 31, 2020.

On April 3, 2018, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with an investment banking firm (“Agent”) pursuant to which the Agent agreed to act as the Company’s sales agent with respect to the offer and sale from time to time of the Company’s common stock having an aggregate gross sales price of up to $75.0 million (the “Shares”), which was subsequently renewed in June 2020. The ATM Agreement will remain in effect until the earlier of (i) June 3, 2023 or (ii) the date that the ATM Agreement is terminated in accordance with its termsAn aggregate of nil, 8,421,259 shares, and 6,625,588 shares of the Company’s common stock were sold through the ATM Agreement during the years ended December 31, 2021, 2020 and 2019, for net proceeds to the Company, after deducting the Agent’s commissions and other expenses, of $0.0 million, $25.8 million, and $24.4 million, respectively.

During the year ended December 31, 2021, the Company issued 13,714,630 shares of common stock in connection with the Aquila acquisition at a price of $1.79 per share in exchange for 100% of Aquila’s common shares. During the year ended December 31, 2020, the Company issued 26,110 shares of its common stock at a price of $3.83 per share in

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connection with its purchase of the Golden Mile project (a Nevada Mining Unit Asset). During the year ended December 31, 2019, the Company issued 25,000 shares of its common stock at a value of $3.88 per share as payment for a one-year investor relations agreement with a third-party.

14. Derivatives

Embedded Derivatives

Concentrate Sales

Concentrate sales contracts contain embedded derivatives due to the provisional pricing terms for shipments pending final settlement. At the end of each reporting period, the Company records an adjustment to accounts receivable and revenue to reflect the mark-to-market adjustments for outstanding provisional invoices based on forward metal prices. Please see Note 20 for additional information.

The following table summarizes the Company’s unsettled sales contracts at December 31, 2021, with the quantities of metals under contract subject to final pricing occurring through February 2022:

Gold

Silver

Copper

Lead

Zinc

Total

(ounces)

(ounces)

(tonnes)

(tonnes)

(tonnes)

Under contract

3,014

215,786

275

1,503

4,180

Average forward price (per ounce or tonne)

$

1,803

$

23.18

$

9,598

$

2,311

$

3,356

Unsettled sales contracts value (in thousands)

$

5,434

$

5,002

$

2,639

$

3,473

$

14,028

$

30,576

Other Derivatives

Zinc zero cost collar

Derivative instruments that are not designated as hedging instruments are required to be recorded on the balance sheet at fair value. Changes in fair value will impact the Company’s earnings through mark-to-market adjustments until the physical commodity is delivered or the financial instrument is settled. The fair value does not reflect the realized or cash value of the instrument.

Effective May 18, 2021, GRC entered into Trading Agreement with Auramet International LLC that govern nonexchange traded, over-the-counter, spot, forward and option transactions on both a deliverable and non-deliverable basis involving various metals and currencies. In 2021, the Company had a realized loss of $1.2 million and an unrealized loss of $1.8 million related to the program. The agreement allows for the trader to require cash collateral should market value of contracts be above uncommitted trading line. As of December 31, 2021, our remaining hedge program was in an acceptable position to the trading line, thus there was no collateral required.

As of December 31, 2021, the Company’s derivatives not designated as hedges consist of zinc zero cost collars used to manage its near-term exposure to cash flow variability from zinc price risks. A zero cost collar is a combination of two options: a sold call option and a purchased put option. As of December 31, 2021, the Company maintained an outstanding derivative position of 5,700 tonnes for January 2022 through December 2022 with an average ceiling price of $3,342 per tonne of zinc and a floor price of $3,047 per tonne of zinc.

Derivatives are carried at fair value and on a net basis as a legal right of offset exists with the same counterparty. Otherwise, any fair value gains or losses are recognized in earnings in the current period. The fair value does not reflect the realized or cash value of the instrument. Mark-to-market adjustments are made until the physical commodity is delivered or the financial instrument is settled. The December 2021 London Metal Exchange (“LME”) average zinc price of $3,408 exceeded the call option ceiling of $3,066, resulting in a realized loss of $478 thousand. The mark-to-market

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adjustment on the remaining 5,700 tonnes resulted in an unrealized loss of $1.8 million recorded in the Consolidates Statements of Operations and in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Subsequent to year end, on January 4, 2022, the Company executed additional derivatives of zero cost collars to manage its near-term exposure to cash flow variability from zinc price risks through December 2022. The Company sold call options to establish the ceiling price of $3,500 per tonne of zinc that the Company will receive for the contracted zinc volume of 3,150 tonnes for April 2022 through December 2022. The purchased put establishes the floor price of $3,200 per tonne of zinc that we will receive for the same contracted tonnes and period of time.

The Company manages credit risk by selecting counterparties that it believes to be financially strong, by entering into netting arrangements with counterparties and by requiring other credit risk mitigants, as appropriate. The Company actively evaluates the creditworthiness of its counterparties, assigns appropriate credit limits, and monitors credit exposures against those assigned limits.

15. Employee Benefits

Effective October 2012, the Company adopted a profit sharing plan (the “Plan”) which covers all U.S. employees. The Plan meets the requirements of a qualified retirement plan pursuant to the provisions of Section 401(k) of the Internal Revenue Code. The Plan also provides eligible employees the opportunity to make tax deferred contributions to a retirement trust account up to 50% of their qualified wages, subject to the IRS annual maximums.

On April 23, 2021, a decree that reforms labor outsourcing in Mexico was published in the Federation’s Official Gazette. This new decree amends the outsourcing provisions, whereby operating companies will no longer be able to source their labor resources used to carry out the core business functions from service entities or third-party providers. Under Mexican law, employees are entitled to receive statutory profit sharing (Participacion a los Trabajadores de las Utilidades or “PTU”) payments. The required cash payment to employees in the aggregate is equal to 10% of their employer’s profit subject to PTU, which differs from profit determined under U.S. GAAP. Please see Note 9 for additional information.

16. Stock-Based Compensation

The Gold Resource Corporation 2016 Equity Incentive Plan (the “Incentive Plan”) allows for the issuance of up to 5 million shares of common stock in the form of incentive and non-qualified stock options, stock appreciation rights, restricted stock units, stock grants, stock units, performance shares, performance share units and performance cash. Additionally, pursuant to the terms of the Incentive Plan, any award outstanding under the prior plan that is terminated, expired, forfeited, or canceled for any reason, will be available for grant under the Incentive Plan.

Effective January 1, 2021, the Company’s Board of Directors, on the recommendation of the Compensation Committee, implemented a program to issue deferred stock units. DSUs are a qualifying instrument under the terms of the Company’s Incentive Plan and therefore do not require additional shareholder approval. The vesting and settlement terms of the DSUs are determined by the Compensation Committee at the time the DSUs are awarded.

130,000 DSUs were granted to the Board of Directors during the period ended March 31, 2021 and are redeemable in cash or shares at the earlier of 10 years or upon the eligible directors’ termination. Termination is deemed to occur on the earliest of (1) the date of voluntary resignation or retirement of the director from the Board; (2) the date of death of the director; or (3) the date of removal of the director from the Board whether by shareholder resolution, failure to achieve re-election or otherwise; and on which date the director is not a director or employee of the Company or any of its affiliates. These awards contain a cash settlement feature and are therefore classified as a liability and are marked to fair value each reporting period. The Company may also issue DSUs for directors in lieu of board fees at their request. As of December 31, 2021, there were 1,960 DSUs granted in lieu of board fees that are also subject to mark-to-market adjustment. As of December 31, 2021, the Company recorded $0.2 million of other non-current liability and expense for the DSUs based on the fair value of the Company’s stock price.

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Stock-Based Compensation Expense

Stock-based compensation expense for stock options, RSUs, and DSUs is as follows:

For the year ended December 31, 

2021

2020

2019

(in thousands)

Stock options

$

549

$

1,956

$

1,458

Restricted stock units

120

1,083

474

Deferred stock units

206

-

-

Total

$

875

$

3,039

$

1,932

In 2020, in connection with the Fortitude Gold Spin-Off, the Company accelerated the vesting on 105,568 stock options and 127,068 RSU’s for four employees which resulted in $0.8 million of incremental stock-based compensation, included in restructuring expense.

The estimated unrecognized stock-based compensation expense from unvested options and RSUs as of December 31, 2021 was approximately $0.7 million and $0.3 million, respectively, and is expected to be recognized over the remaining vesting periods of up to three years.

The Company has a short-term incentive plan (“STIP”) for its executive officers that provides for the grant of either cash or stock-based bonus awards payable upon achievement of specified performance metrics. As of December 31, 2021 we accrued $0.7 million related to the STIP program. As of December 31, 2020, there were no accruals related to the STIP.

Stock Options

A summary of stock option activity under the Incentive Plan for the years ended December 31, 2021 and 2020 is presented below:

Shares

Weighted
Average Exercise
Price (per share)

Weighted Average
Remaining
Contractual Term
(in years)

Aggregate
Intrinsic
Value
(thousands)

Outstanding as of December 31, 2019

4,564,735

$

8.54

5.09

$

4,513

Granted

100,000

3.45

-

Exercised

-

-

-

Expired

(486,666)

13.82

-

Forfeited

(4,901)

6.57

-

Outstanding as of December 31, 2020

4,173,168

$

6.83

3.58

$

1,324

Granted

600,000

3.22

-

Exercised

(253,335)

1.31

-

Expired

(2,035,966)

9.14

-

Forfeited

(29,167)

5.89

-

Outstanding as of December 31, 2021

2,454,700

$

4.62

4.58

$

109

Vested and exercisable as of December 31, 2021

1,848,033

$

5.06

3.17

$

109

The weighted-average fair value of options per share granted during the years ended December 31, 2021, 2020, and 2019 was $1.65, $2.38 and $1.94, respectively. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020, and 2019, was $0.1million, nil, and $0.2 million, respectively. The total fair value of options vested during the years ended December 31, 2021, 2020 and 2019 was $0.3 million, $1.0 million and $1.6 million, respectively.

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253,335 options were exercised during the year ended December 31, 2021, at a weighted average exercise price of $1.31 per share. For these exercises, 237,719 shares of the Company’s common stock were issued. For the remaining 15,616 options, no common shares were issued because the same number of common shares were surrendered due to exercise by attestation. No stock options were exercised during the year ended December 31, 2020.

The following table summarizes information about stock options outstanding at December 31, 2021:

Outstanding

Exercisable

Range of Exercise Prices

Number of
Options

Weighted Average
Remaining
Contractual Term
(in years)

Weighted
Average Exercise
Price (per share)

Number of
Options

Weighted
Average Exercise
Price (per share)

$0.00 - $6.25

2,154,700

5.12

$

3.04

1,548,033

$

2.96

$6.25 -$12.50

-

-

$

-

-

$

-

$12.50 - $18.75

300,000

0.64

$

15.92

300,000

$

15.92

2,454,700

4.58

$

4.62

1,848,033

$

5.06

The assumptions used to determine the value of stock-based awards under the Black-Scholes method are summarized below:

For the year ended December 31, 

2021

2020

2019

Risk-free interest rate

0.55

%

0.23

%

2.20

%

Dividend yield

0.26

%

0.97

%

0.53

%

Expected volatility

64.71

%

66.03

%

62.76

%

Expected life in years

6

6

5

Restricted and Deferred Stock Units

A summary of RSU and DSU activity under the Incentive Plan for the years ended December 31, 2021 and 2020 is presented below:

Shares

Aggregate
Intrinsic
Value
(thousands)

Weighted Average
Remaining
Contractual Term
(in years)

Nonvested as of December 31, 2019

401,235

$

2,223

8.00

Granted

203,181

-

Vested

(238,062)

-

Expired

-

-

Forfeited

(16,489)

-

Nonvested as of December 31, 2020

349,865

$

1,017

4.87

Granted

134,574

-

Vested

(207,222)

-

Expired

-

-

Forfeited

(171,418)

-

Nonvested as of December 31, 2021

105,799

$

165

2.69

2,614 RSUs and 131,960 DSUs were granted during the year ended December 31, 2021. The weighted-average fair value per share of RSUs granted during the years ended December 31, 2021, 2020, and 2019 was, $2.56, $3.78 and $4.83, respectively. The weighted-average fair value per share of DSUs granted during the years ended December 31, 2021 was $1.63. The total intrinsic value of RSUs vested during the years ended December 31, 2021, 2020, and 2019 was $0.1 million, $0.8 million, and $0.4 million, respectively. No DSUs were converted to common shares.

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17. Zinc Zero Cost Collar

During the years ended December 31, 2021, 2020 and 2019, the realized and unrealized losses related to the Company’s Zinc Zero Cost Collar are the following:

For the year ended December 31, 

2021

2020

2019

(in thousands)

Unrealized loss on zinc zero cost collar (1)

1,844

-

-

Realized loss on zinc zero cost collar (1)

1,156

-

-

Total

$

3,000

$

-

$

-

(1)Gains and losses due to changes in fair value are non-cash in nature until such time that they are realized through cash transactions.

Effective May 18, 2021, GRC entered into Trading Agreement with Auramet International LLC that govern nonexchange traded, over-the-counter, spot, forward and option transactions on both a deliverable and non-deliverable basis involving various metals and currencies. In 2021, the Company had a realized loss of $1.2 million and an unrealized loss of $1.8 million related to the program. Please see Note 14 for additional information

18. Other (Income) Expense, Net

During the years ended December 31, 2021, 2020 and 2019, other expense, net consisted of the following:

For the year ended December 31, 

2021

2020

2019

(in thousands)

Unrealized currency exchange (gain) loss (1)

$

493

$

105

$

(19)

Realized currency exchange loss (gain)

(111)

(17)

252

Realized and unrealized loss (gain) from gold and silver rounds, net (1)

55

(1,173)

(671)

Loss on disposal of fixed assets

26

3

12

(Decrease) increase in reserve for inventory

-

(148)

885

Employee benefit obligation

947

-

-

Other (income) expense

(390)

42

5

Total

$

1,020

$

(1,188)

$

464

(1)Gains and losses due to changes in fair value are non-cash in nature until such time that they are realized through cash transactions.

19. Net Income per Common Share

Basic income per common share is calculated based on the weighted average number of shares of common stock outstanding for the period. Diluted income per common share is calculated based on the assumption that stock options outstanding, which have an exercise price less than the average market price of the Company’s common stock during the period, would have been exercised on the later of the beginning of the period or the date granted and that the funds obtained from the exercise were used to purchase common shares at the average market price during the period. All the Company’s restricted stock units are considered to be dilutive.

The effect of the Company’s dilutive securities is calculated using the treasury stock method and only those instruments that result in a reduction in net income per common share are included in the calculation. Options to purchase 2.2 million, 4.2 million, and 3.6 million shares of common stock at weighted average exercise prices of $10.69, $8.95, and $10.44 were outstanding as of December 31, 2021, 2020, and 2019, respectively, but were not included in the computation of diluted weighted average common shares outstanding, as the exercise price of the options exceeded the average price of the Company’s common stock during those periods, and therefore were anti-dilutive.

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Basic and diluted net income per common share is calculated as follows:

For the year ended

December 31, 

2021

2020

2019

Numerator:

Net income (loss) from continuing operations

8,028

(6,331)

5,532

Net income from discontinued operations

-

10,690

300

Net income (in thousands)

$

8,028

$

4,359

$

5,832

Denominator:

Basic weighted average shares of common stock outstanding

75,301,253

69,902,708

63,681,156

Dilutive effect of share-based awards

307,374

783,535

351,834

Diluted weighted average common shares outstanding

75,608,627

70,686,243

64,032,990

Basic and diluted net income (loss) per common share:

 Continuing operations

0.11

(0.09)

0.09

 Discontinued operations

-

0.15

-

Basic and diluted net income per common share

$

0.11

$

0.06

$

0.09

20. Fair Value Measurement

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity.)

As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth certain of the Company’s assets and liabilities measured at fair value by level within the fair value hierarchy as of December 31, 2021 and 2020:

As of

As of

December 31, 

December 31,

Input Hierarchy Level

2021

2020

(in thousands)

Cash and cash equivalents

$

33,712

$

25,405

Level 1

Gold and silver rounds

$

589

$

671

Level 1

Accounts receivable, net

$

8,672

$

4,226

Level 2

Derivative liability - zinc zero cost collar

$

(1,844)

$

-

Level 2

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The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents & Gold and silver rounds: Cash and cash equivalents consist primarily of cash deposits and are valued at cost, which approximates fair value. Gold and silver rounds consist of precious metals used for investment purposes and in the now discontinued physical dividend program and are valued using quoted market prices.

Accounts receivable, net: Accounts receivable, net include amounts due to the Company for deliveries of concentrates and doré sold to customers. Concentrate sales contracts provide for provisional pricing as specified in such contracts. These sales contain an embedded derivative related to the provisional pricing mechanism which is bifurcated and accounted for as a derivative. At the end of each reporting period, the Company records an adjustment to sales to reflect the mark-to-market of outstanding provisional invoices based on the forward price curve. Because these provisionally priced sales have not yet settled as of the reporting date, the mark-to-market adjustment related to these invoices is included in accounts receivable as of each reporting date. At December 31, 2021 and 2020, the Company had an unrealized gain or loss of nil and an unrealized gain of $0.2 million, respectively, included in its accounts receivable on the accompanying Consolidated Balance Sheets related to mark-to-market adjustments. Please see Note 14 for additional information.

Derivative liability - zinc zero cost collar: Derivatives are carried at fair value and on a net basis as a legal right of offset exists with the same counterparty. The valuation is using the Black Scholes model as applied to zinc call options and considers interest rate forecast, market volatility, and the zinc forward price curve for each respective hedge period. Any fair value gains or losses are recognized in earnings in the current period. The fair value does not reflect the realized or cash value of the instrument. Mark-to-market adjustments are made until the physical commodity is delivered or the financial instrument is settled. At each reporting period Management evaluates the unrealized gain (loss) on the derivatives instruments based on average London Metal Exchange forward underlying price over a period from the trade date to the payment date.

Gains and losses related to changes in the fair value of these financial instruments were included in the Company’s Consolidated Statements of Operations as shown in the following:

For the year ended December 31, 

Statements of Operations Classification

2021

2020

2019

Note

Realized and unrealized derivative gain (loss), net

16

$

1,002

$

(47)

$

1,714

Sales, net

Realized and unrealized gold and silver rounds (loss) gain

18

$

(55)

$

1,173

$

663

Other expense, net

Realized loss on zinc zero cost collar

18

$

(1,156)

$

-

$

-

Realized and unrealized loss on zinc zero cost collar

Unrealized loss on zinc zero cost collar

18

$

(1,844)

$

-

$

-

Realized and unrealized loss on zinc zero cost collar

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Realized/Unrealized Derivatives, net

The following tables summarize the Company’s realized/unrealized derivatives, net (in thousands):

Gold

Silver

Copper

Lead

Zinc

Total

For the year ended December 31, 2021

Realized (loss) gain

$

(47)

$

(44)

$

73

$

163

$

632

$

777

Unrealized (loss) gain

-

(159)

6

(2)

380

225

Total realized/unrealized derivatives, net

$

(47)

$

(203)

$

79

$

161

$

1,012

$

1,002

Gold

Silver

Copper

Lead

Zinc

Total

For the year ended December 31, 2020

Realized gain (loss)

$

623

$

344

$

35

$

(143)

$

(722)

$

137

Unrealized (loss) gain

(237)

(244)

(15)

59

253

(184)

Total realized/unrealized derivatives, net

$

386

$

100

$

20

$

(84)

$

(469)

$

(47)

Gold

Silver

Copper

Lead

Zinc

Total

For the year ended December 31, 2019

Realized gain (loss)

$

318

$

167

$

17

$

(44)

$

965

$

1,423

Unrealized gain (loss)

117

208

114

(64)

(84)

291

Total realized/unrealized derivatives, net

$

435

$

375

$

131

$

(108)

$

881

$

1,714

For the zinc zero cost collar, when the prior month LME average zinc price is greater than the call price, positions settling in the period are recorded as a realized gain or loss, and unsettled positions are recorded as an unrealized gain or loss.

21. Discontinued Operations

As described in Note 1, on December 31, 2020, the Company completed its spin-off of its wholly-owned subsidiary Fortitude Gold Corporation and its subsidiaries (“FGC” or “Nevada Mining Unit”). FGC is presented as discontinued operations in the Company’s consolidated financial statements.

Results of discontinued operations for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands):

For the year ended December 31, 

 

2021

2020

2019

Sales, net

$

-

$

53,967

$

15,065

Mine cost of sales

-

37,784

14,582

Mine gross profit

-

16,183

483

Exploration expenses

-

2,649

932

Other expense, net

-

838

168

Profit (loss) before income taxes

-

12,696

(617)

Income tax expense (benefit)

-

2,006

(917)

Net income from discontinued operations

$

-

$

10,690

$

300

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Table of Contents

Selected Statements of Cash Flows presenting depreciation and amortization, capital expenditures, sale proceeds and significant operating noncash items of FGC were as follows:

For the year ended December 31, 

2021

2020

2019

Cash flows from discontinued operating activities:

Net income

$

-

$

10,690

$

300

Adjustments to reconcile net income to net cash from discontinued operating activities:

Deferred income benefit

-

(224)

(917)

Depreciation and amortization

-

10,377

4,022

Other operating adjustments

-

48

17

Changes in operating assets and liabilities:

Accounts receivable

-

(145)

-

Inventories

-

(2,300)

(6,490)

Prepaid expenses and other current assets

-

(1,670)

346

Other non-current assets

-

(2,085)

(3,600)

Accounts payable and other accrued liabilities

-

(1,707)

3,617

Mining royalty and income taxes payable, net

-

1,200

-

Net cash provided by (used in) discontinued operating activities

-

14,184

(2,705)

Cash flows from discontinued investing activities:

Capital expenditures

-

(6,488)

(22,538)

Net cash used in discontinued investing activities

-

(6,488)

(22,538)

Cash flows from discontinued financing activities:

Other financing activities

 

-

 

(452)

 

(2,019)

Net cash provided used in discontinued financing activities

-

(452)

(2,019)

Supplemental Cash Flow Information Discontinued Operations

Non-cash investing activities:

Change in capital expenditures in accounts payable

$

-

$

(1,544)

$

(1,174)

Change in estimate for asset retirement costs

$

-

$

1,159

$

1,726

Effective December 31, 2020, in connection with the spin-off, the Company entered into an agreement with FGC that governs the relationship of the parties following the spin-off. The Management Services Agreement provided that the Company and its subsidiaries provide services to FGC to assist in the transition of FGC as a separate company. The agreed upon charges for services rendered were based on market rates that align with the rates that an unaffiliated service provider would charge for similar services. Due to the successful development of FGC’s corporate, administrative, and technical capabilities, the Company terminated the Agreement effective on May 21, 2021.

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22. Supplementary Cash Flow Information

During the years ended December 31, 2021, 2020, and 2019, other operating adjustments and write-downs within the net cash provided by operations on the Consolidated Statements of Cash Flows consisted of the following:

For the year ended December 31, 

2021

2020

2019

(in thousands)

Unrealized loss (gain) on gold and silver rounds

$

53

$

(170)

$

(671)

Realized loss (gain) on gold and silver rounds

2

(1,003)

-

Unrealized foreign currency exchange loss (gain)

493

105

(19)

Loss on disposition of fixed assets

37

3

12

Increase (decrease) in reserve for inventory

175

(148)

885

Stock-based compensation related to restructuring

-

809

-

Unrealized loss on zinc zero cost collar

1,844

-

-

Other

105

-

98

Total other operating adjustments

$

2,709

$

(404)

$

305

23. Segment Reporting

As of December 31, 2021, the Company has organized its operations into three geographic regions. The geographic regions include Oaxaca, Mexico, Michigan, U.S.A. and Corporate and Other. Oaxaca, Mexico represents the Company’s only production stage property. Michigan, U.S.A. is an advanced exploration stage property. Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance. The Company’s business activities that are not considered production stage or advanced exploration stage properties are included in Corporate and Other.

The following table shows selected information from the Consolidated Balance Sheets relating to the Company’s segments (in thousands):

Oaxaca, Mexico

Michigan, USA (1)

Corporate and Other

Consolidated

As of December 31, 2021

Total current assets

$

50,057

$

5,528

$

3,330

$

58,915

Total non-current assets

66,756

90,018

73

156,847

Total assets

$

116,813

$

95,546

$

3,404

$

215,762

Total current liabilities

25,833

2,459

1,367

29,659

Total non-current liabilities

1,436

63,438

479

65,353

Total shareholders' equity

89,544

29,649

1,557

120,750

Total liabilities and shareholders' equity

$

116,813

$

95,546

$

3,403

$

215,762

As of December 31, 2020

Total current assets

$

34,744

$

-

$

8,129

$

42,873

Total non-current assets

62,695

-

166

62,861

Total assets

$

97,439

$

-

$

8,295

$

105,734

Total current liabilities

11,007

-

1,078

12,085

Total non-current liabilities

3,098

-

13

3,111

Total shareholders' equity

83,334

-

7,204

90,538

Total liabilities and shareholders' equity

$

97,439

$

-

$

8,295

$

105,734

(1)Michigan, USA was acquired on December 10, 2021 and therefore there are no December 31, 2020 balances.

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The following table shows selected information from the Consolidated Statements of Operations relating to the Company’s segments (in thousands):

Oaxaca, Mexico

Michigan, USA (1)

Corporate and Other

Consolidated

For the year ended December 31, 2021

Sales, net

$

125,196

$

-

$

-

$

125,196

Total mine cost of sales

88,449

-

-

88,449

Exploration expense

4,813

55

18

4,886

Total other costs and expenses (without exploration)

3,995

1,167

9,056

14,218

Provision for income taxes (benefit)

8,518

305

792

9,615

Net income (loss) from continuing operations

$

19,421

$

(1,527)

$

(9,866)

$

8,028

For the year ended December 31, 2020

Sales, net

$

90,692

$

-

$

-

$

90,692

Total mine cost of sales

78,205

-

-

78,205

Exploration expense

2,418

-

67

2,485

Total other costs and expenses (without exploration)

48

-

10,712

10,760

Provision for income taxes (benefit)

2,331

-

3,242

5,573

Net income (loss) from continuing operations

$

7,690

$

-

$

(14,021)

$

(6,331)

For the year ended December 31, 2019

Sales, net

$

120,301

$

-

$

-

$

120,301

Total mine cost of sales

91,669

-

-

91,669

Exploration expense

2,614

-

106

2,720

Total other costs and expenses (without exploration)

1,101

-

9,312

10,413

Provision for income taxes (benefit)

7,612

-

2,355

9,967

Net income (loss) from continuing operations

$

17,305

$

-

$

(11,773)

$

5,532

(1)Michigan, USA was acquired on December 10, 2021 and therefore there is no information for the years ended December 31, 2020 and 2019.

24. COVID-19

The Company continues to protect the health and safety of our employees, contractors, and communities, by taking precautionary measures, including specialized training, social distancing, screening workers before they enter facilities, a work from home mandate where possible, and close monitoring of national and regional COVID-19 impacts and governmental guidelines. Since our non-mining workforce is able to work remotely with the benefit of technology, we are able to maintain our operations and internal controls over financial reporting and disclosures.

On August 18, 2021, we announced the temporary suspension of activities at the Don David Gold Mine in response to a spike in COVID-19 cases at our mine and surrounding communities. The suspension lasted twelve days and by September 7, 2021, we had significantly ramped back up operations under further enhanced COVID-19 protocols. The Company incurred COVID-19 specific costs of $0.2 million in 2021 for activities such as additional health and safety procedures, increased transportation, and community contributions. We are working with local authorities, to improve the availability of vaccines to our employees and host communities.

As of the date of the issuance of these Consolidated Financial Statements, there have been no other significant impacts, including impairments, to the Company’s operations and financial statements. However, the long-term impact of the COVID-19 outbreak on the Company’s results of operations, financial position, and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position, and cash flows may be materially adversely affected. The Company is not able to estimate the duration of the pandemic and potential impact on its business if disruptions or delays in business

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developments and shipments of product occur. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including a decreased ability to raise additional capital when and if needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. The Company has completed various scenario planning analyses to consider potential impacts of COVID-19 on its business, including volatility in commodity prices, temporary disruptions and/or curtailments of operating activities (voluntary or involuntary). The Company believes that current working capital balances will be sufficient for the foreseeable future, although there is no assurance that will be the case.

25. Subsequent Events

None.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None. 

ITEM 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Chief Executive Officer and the Chief Financial Officer, with assistance from management, have evaluated the effectiveness of disclosure controls and procedures as of December 31, 2021. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2021.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

Due to the Aquila acquisition at December 10, 2021, management performed review and approval controls related to the balances consolidated into the statement of financial position and statement of operations at December 31, 2021. The Aquila acquisition consisted of multiple complex valuations including the gold and silver stream agreements, the deferred tax liability and land. While multiple layers of approval and reasonableness tests were conducted, management prepared insufficient documentation related to the performance of these review controls to allow the auditor to reperform the controls. Additionally, due to the timing of the acquisition, it was necessary to perform these review controls in a compressed timeframe, which resulted in an adjustment identified by the independent registered public accounting firm between balance sheet accounts.

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Table of Contents

Due to the complexity of the acquisition, limited timing from the close of the transaction and the inherent limitation of internal controls over financial reporting, management concluded that our internal control over financial reporting as of December 31, 2021, had a material weakness related to the operating effectiveness of review controls over the accounting for and valuation of acquired assets and liabilities in the application of the acquisition method of accounting for asset acquisitions. All other internal controls over financial reporting as of December 31, 2021 remain effective. Due to this assessment, the December 31, 2021 filing was deferred from February 24, 2022 to March 10, 2022. Management will continue to evaluate if any additional action is required to further resolve the material weakness.

The Company’s independent registered public accounting firm has issued its report on the effectiveness of Gold Resource Corporation’s internal control over financial reporting and similarly identified the existence of a material weakness in internal controls over financial reporting. That report follows under the heading, “Report of Independent Registered Public Accounting Firm.”

Changes in Internal Control over Financial Reporting

The Company evaluates the adequacy of its internal control over financial reporting quarterly. In addition, the Company enhances its internal controls in response to internal control evaluations, internal and external audits and regulations, when appropriate. There has been no change in our internal control over financial reporting during the fourth quarter ended December 31, 2021, other than the Aquila acquisition, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. For the Aquila acquisition, additional controls were implemented to ensure the proper reporting of the newly acquired asset.

ITEM 9B.OTHER INFORMATION

None.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

Item 10.Directors, Executive Officers, and Corporate Governance

The information required by this item is incorporated by reference from the information to be contained in our Proxy Statement for the 2022 Annual Meeting of Shareholders (“2022 Proxy Statement”), which we will file within 120 days after the end of our fiscal year ended December 31, 2021.

We have adopted a code of ethics that applies to all of our employees, including the principal executive officer, principal financial officer, principal accounting officer, and those of our officers performing similar functions. The full text of our code of ethics can be found on the Corporate Governance page on our website. In the event our Board of Directors approves an amendment to or waiver from any provision of our code of ethics, we will disclose the required information pertaining to such amendment or waiver on our website.

Item 11.Executive Compensation

The information required by this item is incorporated by reference from the information to be contained in our 2022 Proxy Statement.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Table of Contents

The information required by this item is incorporated by reference from the information to be contained in our 2022 Proxy Statement.

Item 13.

Certain Relationships and Related Transactions and Director Independence

The information required by this item is incorporated by reference from the information to be contained in our 2022 Proxy Statement.

Item 14.Principal Accountant Fees and Services

The information required by this item is incorporated by reference from the information to be contained in our 2022 Proxy Statement.

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Table of Contents

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed with or incorporated by referenced in this report:

Item No.

Description

2.1

Separation Agreement dated as of December 31, 2020, by and between Gold Resource Corporation and Fortitude Gold Corporation (incorporated by reference from our current report on Form 8-K filed on January 7, 2021, Exhibit 2.1).

3.1

Articles of Incorporation of the Company as filed with the Colorado Secretary of State on August 24, 1998 (incorporated by reference from our registration statement on Form SB-2 filed on October 28, 2005, Exhibit 3.1).

3.1.1

Articles of Amendment to the Articles of Incorporation as filed with the Colorado Secretary of State on September 16, 2005 (incorporated by reference from our registration statement on Form SB-2 filed on October 28, 2005, Exhibit 3.1.1).

3.1.2

Articles of Amendment to the Articles of Incorporation as filed with the Colorado Secretary of State on November 8, 2010 (incorporated by reference from our quarterly report on Form 10-Q filed on November 10, 2010, Exhibit 3.1).

3.2

Amended and Restated Bylaws of the Company dated August 9, 2010 (incorporated by reference from our current report on Form 8-K filed on August 12, 2010, Exhibit 3.2).

3.2.1

Amendment dated March 25, 2013 to Amended and Restated Bylaws of the Company dated August 9, 2010 (incorporated by reference from our current report on Form 8-K filed on March 27, 2013, Exhibit 3.2).

3.2.2

Amendment dated April 3, 2018 to the Amended and Restated Bylaws of the Company dated August 9, 2010 (incorporated by reference from our current report on Form 8-K filed on April 3, 2018, Exhibit 3.2).

4.1*

Description of Capital Stock.

10.1

Exploitation and Exploration Agreement between the Company and Jose Perez Reynoso dated October 14, 2002 (incorporated by reference from our registration statement on Form SB-2 filed on October 28, 2005, Exhibit 10.1).

10.2

Mining Exploration and Exploitation Agreement between Don David Gold, S.A. de C.V. and Jose Perez Reynoso effective November 21, 2002 (incorporated by reference from our quarterly report on Form 10-Q filed on August 9, 2012, Exhibit 10.15).

10.3

Amendment to Mining Exploration and Exploitation Agreement between Don David Gold Mexico, S.A. de C.V. and Jose Perez Reynoso effective August 3, 2012 (incorporated by reference from our quarterly report on Form 10-Q filed on August 9, 2012, Exhibit 10.17).

10.4

Gold Resource Corporation 2016 Equity Incentive Plan (incorporated by reference from our registration statement on Form S-8 filed on December 7, 2016, Exhibit 4.1).

10.5

Form of Stock Option Agreement (incorporated by reference from our Form 10-K filed on March 2, 2020, Exhibit 10.5)

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Table of Contents

10.6

Form of RSU Agreement (incorporated by reference from our Form 10-K filed on March 2, 2020, Exhibit 10.6).

10.7

Form of RSU Agreement (incorporated by reference from our Form 10-K filed on March 2, 2020, Exhibit 10.7).

10.8

Form of Indemnification Agreement between the Company and its directors and officers (incorporated by reference from our current report on Form 8-K filed on December 18, 2013, Exhibit 10.1).

10.9

Policy for Recoupment of Executive Compensation (incorporated by reference from our annual report on Form 10-K filed on March 8, 2018, Exhibit 10.14).

10.10

At-The-Market Offering Agreement, dated November 29, 2019, between the Company and H.C. Wainwright & Co., LLC (incorporated by reference from our registration statement on Form S-3 filed on November 29, 2019, Exhibit 1.1).

10.11

Executive Employment Agreement dated August 10, 2020 between the Company and Kimberly Perry (incorporated by reference from our current report on Form 8-K filed on August 10, 2020, Exhibit 10.1)

10.12

Employment Agreement dated December 31, 2020 between Gold Resource Canada Corporation and Allen Palmiere (incorporated by reference from our current report on Form 8-K filed on December 31, 2020, Exhibit 10.1)

10.13

Employment Agreement dated May 12, 2021 between Gold Resource Canada Corporation and Alberto Reyes (incorporated by reference from our current report on Form 8-K filed on May 18, 2021, Exhibit 10.1)

10.14

Arrangement Agreement by and among Gold Resource Corporation, Gold Resource Acquisition Sub, Inc. and Aquila Resources Inc., dated October 5, 2021 (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2021, Exhibit 2.1).

10.15*

Aquila and Osisko - Amended and Restated Gold Purchase Agreement

10.16*

Aquila and Osisko - Amended and Restated Silver Purchase Agreement

21*

Subsidiaries of the Company.

23.1*

Consent of Plante & Moran, PLLC, Independent Registered Public Accounting Firm.

23.2*

Consent of Qualified Person

23.3*

Consent of Qualified Person

23.4*

Consent of Qualified Person

31.1*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Allen Palmiere.

31.2*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Kimberly C. Perry.

32*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Allen Palmiere and Kimberly C. Perry.

96.1*

Technical Report Summary for the Don David Gold Mine dated December 31. 2021.

99

Table of Contents

101*

The following financial statements from the Annual Report on Form 10-K for the year ended December 31, 2021 are furnished herewith, formatted in inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.

104

Cover Page Interactive Data File (embedded within the XBRL document)

*

filed herewith

ITEM 16.

FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GOLD RESOURCE CORPORATION

Date: March 10, 2022

/s/ Allen Palmiere

By: Allen Palmiere, Chief Executive Officer,
President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Allen Palmiere

Chief Executive Officer, President and Director

March 10, 2022

Allen Palmiere

(Principal Executive Officer)

/s/ Kimberly C. Perry

Chief Financial Officer

March 10, 2022

Kimberly C. Perry

(Principal Financial and Accounting Officer)

/s/ Alex G. Morrison

Chairman of the Board of Directors

March 10, 2022

Alex G. Morrison

/s/ Joseph Driscoll

Director

March 10, 2022

Joseph Driscoll

/s/ Ron Little

Director

March 10, 2022

Ron Little

/s/ Lila Murphy

Director

March 10, 2022

Lila Murphy

100

Exhibit 4.1

DESCRIPTION OF REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

As of the date of the Annual Report on Form 10-K to which this exhibit is being filed, Gold Resource Corporation had one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, its common stock.  Following is a description of our common stock, which description is qualified in its entirety by reference to our Articles of Incorporation (“Articles of Incorporation”) and Amended and Restated Bylaws (“Bylaws”), each as amended, filed with this report and relevant provisions of the Colorado Business Corporation Act.

 

DESCRIPTION OF COMMON STOCK

 

We are authorized to issue up to 200,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.

 

The holders of our common stock are entitled to one vote for each share held of record and the holders of any fractional share are entitled to a corresponding fractional vote on all matters submitted to a vote of the shareholders, including the election of directors. Cumulative voting for directors is not permitted. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared by our board of directors out of legally available funds. Upon our liquidation, dissolution or winding up, the holders of common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities of our company, subject to the prior rights of any preferred stock then outstanding. Holders of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. There are no restrictions on the alienability of our common stock and there are no provisions discriminating against any existing or prospective holder of our common stock as a result of such holder owning a substantial amount of our securities. All outstanding shares of our common stock are fully paid and non-assessable.

 

We refer you to the “Anti-Takeover Provisions” subsection below for information regarding provisions that would delay, defer or prevent a change in control of our Company.

 

Anti-Takeover Provisions

 

Our Articles of Incorporation and our Bylaws include certain provisions that could delay, defer or prevent a change in control of our company. Among other things, our Articles of Incorporation and Bylaws:

 

               permit  our Board of Directors to issue up to 5,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate (including the right to approve an acquisition or other change in our control);

 

                 provide that the authorized number of directors may be fixed from time to time by our board of directors;

 

                  do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose); and

 

                  provide that special meetings of our shareholders may be called only by our president, the board of directors, or the holders of not less than 10% of all shares entitled to vote at the meeting.

 

Moreover, pursuant to the laws of the State of Colorado, certain significant transactions would require the affirmative vote of a majority of the shares eligible to vote at a meeting of shareholders, which requirement could result in delays to or greater cost associated with a change in control of the Company.


Exhibit 10.15

REDACTED Version

AMENDED AND RESTATED

GOLD PURCHASE AGREEMENT

OSISKO BERMUDA LIMITED

– and –

AQUILA RESOURCES INC.

– and –

BACK FORTY JOINT VENTURE LLC

December 7, 2021


TABLE OF CONTENTS

Article 1 INTERPRETATION

2

1.1

Defined Terms

2

1.2

Certain Rules of Interpretation

24

Article 2 PURCHASE AND SALE

25

2.1

Purchase and Sale of Refined Gold

25

2.2

Delivery Obligations

26

2.3

Invoicing

27

2.4

Gold Purchase Price

28

2.5

Payment

28

Article 3 DEPOSIT PAYMENT

28

3.1

Deposit

28

3.2

Conditions Precedent to First Deposit in Favour of the Purchaser

29

3.3

Conditions Precedent to Subsequent Deposits in Favour of the Purchaser

30

3.4

Use of Deposit

36

3.5

Deposit Record

36

3.6

Satisfaction of Conditions Precedent

36

3.7

Closing Deliveries of the Purchaser

37

Article 4 TERM

37

4.1

Term

37

4.2

Survival

37

Article 5 REPORTING; BOOKS AND RECORDS; INSPECTIONS

38

5.1

Monthly Reporting

38

5.2

Annual Reporting

38

5.3

Ongoing Reporting

38

5.4

Provision of Reports

39

5.5

Books and Records

39

5.6

Inspections

41

5.7

Technical Committee

41

Article 6 COVENANTS

41

6.1

Conduct of Operations

41

6.2

Preservation of Corporate Existence and Property/No Encumbrances

42

6.3

Processing/Commingling

43

6.4

Offtake Agreements

44

6.5

Insurance

45

6.6

Confidentiality

46

6.7

Restrictions on Business

47


6.8

Non-Arm’s Length Transactions

48

6.9

Indebtedness

48

6.10

Updated Feasibility Study

48

6.11

[REDACTED — COMMERCIALLY SENSITIVE]

48

Article 7 TRANSFERS OF INTERESTS

49

7.1

Prohibited Transfers

49

7.2

Permitted Transfers and Changes of Control

49

7.3

Abandonment

53

Article 8 SECURITY

54

8.1

Security

54

8.2

Stockpiling

54

Article 9 GUARANTEE

55

9.1

PSA Entity, Back Forty and Aquila Parent Guarantee and Indemnity

55

9.2

Guarantor Security

55

Article 10 REPRESENTATIONS AND WARRANTIES

57

10.1

Representations and Warranties of Aquila and Back Forty

57

10.2

Representations and Warranties of the Purchaser

57

10.3

Survival of Representations and Warranties

57

10.4

Knowledge

57

Article 11 AQUILA EVENTS OF DEFAULT

58

11.1

Aquila Events of Default

58

11.2

Remedies

60

Article 12 PURCHASER EVENTS OF DEFAULT

61

12.1

Purchaser Events of Default

61

12.2

Remedies

62

Article 13 ADDITIONAL PAYMENT TERMS

62

13.1

Payments

62

13.2

Taxes

62

13.3

Overdue Payments

63

13.4

Set-Off

64

Article 14 INDEMNITIES

64

14.1

Indemnity of Aquila and Back Forty

64

14.2

Indemnity of Purchaser

65


Article 15 GENERAL

65

15.1

Disputes and Arbitration

65

15.2

Further Assurances

66

15.3

No Joint Venture

66

15.4

Governing Law

66

15.5

Notices

66

15.6

Press Releases

68

15.7

Amendments

68

15.8

Beneficiaries

68

15.9

Entire Agreement

68

15.10

Waivers

68

15.11

Assignment

68

15.12

Severability

69

15.13

Costs and Expenses

69

15.14

Permitted Encumbrances

69

15.15

Amendment and Restatement of Current GPA, and Purchaser’s Consent

69

15.16

Reaffirmation

70

15.17

Counterparts

71


THIS AMENDED AND RESTATED PURCHASE AGREEMENT dated as of December 7, 2021.

BETWEEN:

OSISKO BERMUDA LIMITED, an exempted company existing under the laws of Bermuda

(the “Purchaser”)

- and -

AQUILA RESOURCES INC., a corporation incorporated under the laws of Ontario

(“Seller” or “Aquila”)

– and –

BACK FORTY JOINT VENTURE LLC, a limited liability company formed under the laws of Michigan

(“Back Forty”)

WITNESSES THAT:

WHEREAS the Purchaser, Aquila and Back Forty are party to an amended and restated gold purchase agreement dated March 10, 2021 (the “Current GPA”);

AND WHEREAS pursuant to the Arrangement Agreement, Aquila, GORO and GORO Acquisitionco propose to implement an arrangement under Section 182 of the OBCA pursuant to which, at the Effective Time, all of the issued and outstanding shares of Aquila will be acquired by GORO Acquisitionco (the “Arrangement”);

AND WHEREAS GORO Holdco is a direct wholly-owned subsidiary of GORO, and GORO Acquisitionco is a direct wholly-owned subsidiary of GORO Holdco;

AND WHEREAS in anticipation of the completion of the Arrangement, the Purchaser, Aquila and Back Forty wish to amend the Current GPA in the manner as provided for in this amended and restated gold purchase agreement (this “Agreement”), effective immediately prior to the Effective Time;

AND WHEREAS this Agreement gives effect to such amendments and restates and replaces the Current GPA in its entirety, effective from and after the time immediately prior to the Effective Time;

AND WHEREAS prior to the date hereof, the Purchaser has paid to Aquila (or is deemed to have paid to Aquila) an aggregate of $20,000,000 of the Deposit, as set forth in greater detail in Section 3.1 of 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 are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

ARTICLE 1 INTERPRETATION

1.1

Defined Terms

For the purposes of this Agreement (including the recitals and the schedules hereto), unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

Abandonment Property” has the meaning set out in Section 7.3.

Additional Amount” has the meaning set out in Section 13.2(b).

Additional Term” has the meaning set out in Section 4.1(a).

Affiliate” means, in relation to any person, any other person who is, directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with such first mentioned person.

Agreement” means this amended and restated purchase agreement and all attached schedules, in each case as the same may be further amended, restated, amended and restated, supplemented, modified or superseded from time to time in accordance with the terms hereof.

Air Permit” means a permit to be issued by EGLE for the Back Forty Project under Part 55 of NREPA.

Annual Compliance Certificate” means a certificate signed by an authorized senior officer of each of Aquila and Back Forty certifying that as of the date of such certificate:

(a)

all of the representations and warranties made by Aquila and Back Forty pursuant to this Agreement are true and accurate in all material respects (other than those representations and warranties which are subject to a materiality qualifier, which representations and warranties shall be true and accurate in all respects) as if made on and as of the date of such certificate;

(b)

no Aquila Event of Default or Material Adverse Effect has occurred and is continuing as of the date of such certificate; and

(c)

no event which with notice or lapse of time or both would become an Aquila Event of Default has occurred and is continuing as of the date of such certificate;

in each case, except as specified in such certificate, together with all material information relating to such exception, including, if applicable, any action which the PSA Entities have taken or propose to take with respect thereto, provided that the certification in clause (a)

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above of this definition shall not be required in any Annual Compliance Certificate delivered after the Deposit has been fully paid by the Purchaser.

Annual Development and Operations Report” means a written report in relation to a fiscal year with respect to the Back Forty Project, to be prepared by or on behalf of Back Forty, which shall include all of the information pertaining to the construction, commissioning or operations contained in annual reports prepared and provided to the board of directors of any of the Aquila Group Entities and to the extent not contained in such report, will also contain, for such year, a statement setting out the mineral reserves and mineral resources (by category) prepared in compliance with NI 43-101 (with the assumptions used, including cut-off grade, metal prices and metal recoveries) and the associated block model.

The Annual Development and Operations Report shall also contain a report on any Encumbrances, other than Permitted Encumbrances, placed on the assets or properties of Back Forty or the PSA Entities greater than $[REDACETED] (in the aggregate).

Annual Forecast Report” means a written report in relation to a fiscal year with respect to the Back Forty Project, to be prepared by or on behalf of Back Forty, including with reasonable detail a forecast, based on the current Operating Plan, for such fiscal year on a month-by-month basis and over the remaining life of the mine on a year-by-year basis, including:

(a)

the amount and a description of planned development, operating and capital expenditures;

(b)

(i) types, ounces and grades of gold and silver to be mined and (ii) types, pounds and grades of copper, lead and zinc to be mined;

(c)

(i) types, ounces and grades of gold and silver to be stockpiled and (ii) types, pounds and grades of copper, lead and zinc to be stockpiled; and

(d)

with respect to the processing facilities, the types, ounces and grades of gold and silver to be processed and the types, pounds and grades of copper, lead and zinc to be processed; expected recoveries for gold, silver, copper, lead, zinc and Other Minerals; and expected doré and concentrates weight and gold, silver, copper, lead and zinc grade.

Applicable Laws” means any international, federal, state, provincial, territorial, local or municipal law, regulation, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations of any Governmental Authority or stock exchange, including any judicial or administrative interpretation thereof, applicable to a person or any of its properties, assets, business or operations.

Applicable Percentage” has the respective meanings set out in Sections 6.5(b) and 6.5(d).

Approved Purchaser” means a Person which (i) has sufficient financial resources to perform the obligations of Back Forty and each PSA Entity under this Agreement and

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under their respective Guarantees, (ii) has either net financial assets reflected on its most recent audited balance sheet of not less than $[REDACETED] or a market capitalization of not less than $[REDACETED] immediately prior to the announcement of the Change of Control or Transfer, as applicable, and (iii) has sufficient mining, engineering, operational and technical capability to continue the development and operation of the Back Forty Project and in a manner that provides reasonable assurance that the Back Forty Project will be developed and operated in a commercially reasonable manner and in accordance with Good Industry Practice, the Operating Plan and this Agreement.

Aquila Event of Default” has the meaning set out in Section 11.1.

Aquila Group Entity” means Aquila and any Affiliate of Aquila (including the other PSA Entities and Back Forty), from time to time.

Aquila Offtake Agreement” means any agreement or arrangement between Aquila and Back Forty pursuant to which Aquila agrees to purchase from Back Forty all Refined Gold that is required to be delivered to the Purchaser by Aquila in accordance with the terms of this Agreement.

Aquila Parent” means (i) from and after the Effective Time until the occurrence of a Pre- approved Change of Control, GORO Acquisitionco, and (ii) from and after a Pre-approved Change of Control, each Person holding any equity interests or voting shares of Aquila from time to time.

Arbitration Rules” means the International Arbitration Rules of the American Arbitration Association.

Arrangement” has the meaning set out in the recitals hereto.

Arrangement Agreement” means the arrangement agreement dated as of October 5, 2021 between Aquila, GORO and GORO Acquisitionco.

Associate” has the meaning ascribed to such term in the Securities Act (Ontario), as in effect on the date of this Agreement.

Back Forty PEA Technical Report” means the Preliminary Economic Assessment of the Back Forty Project, Michigan, USA prepared by P&E Mining Consulting dated [REDACETED].

Back Forty Project” means the Back Forty Project located in Menominee County, Michigan, as described in the Back Forty PEA Technical Report, including the mining, exploration and development operations conducted thereon, and the mines, infrastructure, equipment, inventory, processing facilities and other facilities constructed and operated at or in respect of the Back Forty Project, including all Minerals and Permits.

Back Forty Property” means all real property interests, mineral claims, mineral leases, surface access rights and other rights, concessions and interests relating to the Back Forty Project as set forth in Schedule A-1, and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the

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action of any Governmental Authority. “Back Forty Property” shall also include (i) any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, surface access rights and any related rights, concessions or interests, owned or in respect of the Back Forty Project at any time during the Term, whether or not such ownership or interest is held continuously, (ii) all future rights, concessions and interests that are contiguous to such real property interests, mineral claims, mineral leases, surface access rights and other rights, concessions and interests, and (iii) all future other real property interests, mineral claims, mineral leases, surface access rights and other rights, concessions or interests that have the effect of increasing the size of the Back Forty Property, in the case of (ii) and (iii) to the extent such rights, concessions and interests are located within ten (10) kilometers from the outermost boundary of the current Back Forty Property and which Back Forty or an Affiliate of Back Forty has an ownership or interest in.

Business” means the business of the PSA Entities, on a consolidated basis, as described in the Public Disclosure Documents.

Business Day” means any day other than a Saturday or Sunday or a day that is a statutory holiday under the laws of any of the Province of Ontario, the State of Michigan or Bermuda.

Certificate of Arrangement” means a certificate of arrangement pursuant to Section 183(2) of the OBCA in respect of articles of arrangement giving effect to the Arrangement in accordance with a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement.

Change of Control” of a person (the “Subject Person”) means the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, Transfer or acquisition of voting securities, the result of which is that any other person or group of other persons acting jointly or in concert for purposes of such transaction (1) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting securities of the Subject Person or (2) otherwise acquires control, directly or indirectly, of the Subject Person.

Claim” means any claim or liability of any nature whatsoever, including any demand, obligation, liability, debt, cause of action, suit, proceeding, judgment, award, assessment or reassessment.

Collateral” means all of the property, assets, undertaking and rights of Back Forty and the PSA Entities in and relating to the Back Forty Project (but for greater certainty excluding the Excluded Assets), whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to: (a) the Back Forty Property; (b) all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property; (c) all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and (d) all books and records of Back Forty and the PSA Entities related to any of the foregoing.

- 5 -


Collective Deposits” means, collectively, the First Deposit, the Second Deposit, the Third Deposit, the Interim Deposit, the Fourth Deposit, the Fifth Deposit and the Sixth Deposit.

Commencement of Commercial Production” means the time when the Process Plant has operated to process Minerals over 30 consecutive days, at an average of 60% of design capacity as set forth in the Operating Plan most recently approved by the Purchaser.

Commencement of Commercial Production Date” means [REDACETED – COMMERCIALLY SENSITIVE].

Commingling Plan” has the meaning set out in Section 6.3.

Confidential Information” has the meaning set out in Section 6.6(a).

Contaminant” means any solid, liquid, gas, odor, heat, sound, vibration, radiation, or combination of any of them, that is reasonably expected to:

(a)

materially impair the quality of the environment for any use that can be made of it;

(b)

materially injure or damage property or plant or animal life;

(c)

materially and adversely affect the health of any individual;

(d)

materially impair the safety of any individual;

(e)

materially render any plant or animal life unfit for use by man; or

(f)

create a liability under any Environmental Law;

and includes any “contaminant” within the meaning assigned to such term in any Environmental Law.

Contract” means in respect of any person, any written or oral agreement, indenture, contract, lease, sublease, deed of trust, licence, option or other legal enforceable obligation of, or in favour of the applicable person.

control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that person, whether through the ownership of voting securities, by contract or otherwise.

Current GPA” has the meaning set out in the recitals hereto.

Dam Safety Permit” means a permit to be issued by EGLE for the Back Forty Project under Part 315 of NREPA.

Data Room” means the virtual data room created by Aquila and hosted by Dropbox, as populated at 5:00 p.m. (Toronto time) on the Business Day preceding the date of the Current GPA.

Date of Delivery” has the meaning set out in Section 2.2(c).

- 6 -


Deposit” has the meaning set out in Section 3.1.

Deposit Balance” means [REDACETED - COMMERCIALLY SENSITIVE]

Deposit Record” has the meaning set out in Section 3.5.

Deposit Reduction Date” means the date on which the Deposit Balance is reduced to nil in accordance with this Agreement.

Deposit Repayment Default Amount” has the meaning set out Section 11.2(a)(ii).

Deposit Request” has the meaning set out in Section 3.3(c)(i).

Designated Percentage of Payable Gold” means (i) from the date hereof to and including the Production Threshold Date, the Threshold Stream Percentage; and (ii) after the Production Threshold Date, the Tail Stream Percentage.

Distribution” means, with respect to any PSA Entity:

(a)

the retirement, redemption, retraction, purchase or other acquisition by such PSA Entity of any securities of such PSA Entity;

(b)

the declaration or payment of any dividend, return of capital or other distribution (in cash, securities or other property or otherwise) of, on or in respect of, any securities of such PSA Entity;

(c)

any payment, repurchase or other acquisition by such person of, or on account of, any debt of such PSA Entity held by any Aquila Group Entity, including in respect of principal, interest, bonus, premium or otherwise; or

(d)

any other payment or distribution (in cash, securities or other property, or otherwise) by such person of, on or in respect of its securities.

Effective Date” means the date of issue of the Certificate of Arrangement.

Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date.

EGLE” means the Michigan Department of Environment, Great Lakes, and Energy, formerly known as the Michigan Department of Environmental Quality.

Encumbrances” means any and all mortgages, charges, assignments, hypothecs, pledges, security interests, liens, contractual rights of set-off and other encumbrances of every nature and kind, whether contingent or absolute and any agreement, option or privilege

- 7 -


capable of becoming any of the foregoing (whether consensual, arising by law or otherwise) that secures the payment of any Indebtedness or liability or the observance, payment or performance of any obligation.

Environmental Laws” means all Applicable Laws relating to the protection of the environment, natural resources, human health and safety, Hazardous Substances, the assessment of environmental and social impacts or the rehabilitation, reclamation and closure of lands used in connection with the Back Forty Project.

Excluded Assets” means the shares of, and any assets of, REBgold Corporation and any of its subsidiaries from time to time, provided that none of such entities holds a direct or indirect interest in Back Forty or any Collateral.

Existing Guarantee” has the meaning set out in Section 9.1(a).

Excluded Taxes” has the meaning set out in Section 13.2(c).

Feasibility Study” means [REDACETED - COMMERCIALLY SENSITIVE].

Fifth Deposit” has the meaning set out in Section 3.1(f).

Financial Statements” means the audited consolidated financial statements of Aquila as at and for the year ended December 31, 2019, including the notes thereto, together with the auditor’s report thereon, and the unaudited consolidated financial statements of Aquila as at and for the three months ended September 30, 2020, each of which form part of the Public Disclosure Documents.

First Deposit” has the meaning set out in Section 3.1(a).

Fourth Deposit” has the meaning set out in Section 3.1(e).

Gold Purchase Price” has the meaning set out in Section 2.4.

GORO” means Gold Resource Corporation, a corporation incorporated under the laws of the State of Colorado.

GORO Acquisitionco” means Gold Resource Acquisition Sub, Inc., a corporation incorporated under the laws of the State of Colorado.

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GORO Entity” means, from and after the Effective Time and from time to time, GORO and any other person (now or hereafter formed or acquired) that holds or acquires directly or indirectly any interest in Aquila, including GORO Acquisitionco and GORO Holdco.

GORO Holdco” means Gold Resource Corporation (USA), a corporation incorporated under the laws of the State of Colorado.

Good Industry Practice” means, in relation to any decision or undertaking, the exercise of that degree of diligence, skill care, prudence, oversight, economy and stewardship which is commonly observed or would reasonably be expected to be observed by international mining companies in the operation of projects similar to the Back Forty Project in the United States or Canada.

Governmental Authority” means any international, federal, state, provincial, territorial, municipal or local government, agency, department, ministry, authority, board, tribunal, commission or official, including any such entity with power to tax, or exercise regulatory or administrative functions, or any court, arbitrator (public or private), stock exchange or securities commission.

Guarantee” has the meaning set out in Section 9.1.

Guaranteed Obligations” means all present and future debts, liabilities and obligations of Aquila Parent, Back Forty or any PSA Entity to the Purchaser under or in connection with this Agreement or the other Transaction Documents, including its obligations under Article 2 and to pay any amounts under this Agreement, including an award of the arbitrators under Section 15.1.

Guarantor Collateral” has the meaning set out in Section 9.2(a).

Guarantor Security Agreements” has the meaning set out in Section 9.2(a).

Guarantor Security Supporting Documents” has the meaning set out in Section 9.2(a).

Hazardous Substances” means any substance, material or waste defined, regulated, listed or prohibited by Environmental Laws, including pollutants, Contaminants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, wasterock, radioactive materials, flammable substances, explosives, petroleum and petroleum products, polychlorinated biphenyls, chlorinated solvents and asbestos.

[REDACETED - COMMERCIALLY SENSITIVE].

[REDACETED - COMMERCIALLY SENSITIVE].

[REDACETED - COMMERCIALLY SENSITIVE].

- 9 -


[REDACETED - COMMERCIALLY SENSITIVE].

Indebtedness” of any person means, without duplication:

(a)

all obligations of such person for borrowed money and all obligations of such person evidenced by bonds, debentures, notes, bills or other similar instruments;

(b)

all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for such person’s account;

(c)

all obligations of such person under any lease that is required to be classified and accounted for as a capital or financed lease for financial accounting purposes or under any synthetic lease, tax retention, operating lease or other lease having substantially the same economic effect as a conditional sale, title retention agreement or similar arrangement;

(d)

all obligations of such person in respect of the deferred purchase price of property or services including pursuant to this Agreement or any other forward or prepaid sale of a Mineral Interest (excluding current accounts payable incurred in the ordinary course of business);

(e)

all indebtedness of another person secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Encumbrance, upon or in property owned by such person, even if such person has not assumed or become liable for the payment of such obligations or such obligations are limited in recourse;

(f)

all obligations of such person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);

(g)

all guarantees, indemnities and other obligations (contingent or otherwise) of such person in respect of Indebtedness of another person; and

(h)

all obligations of such person to purchase, redeem, retire, defease or otherwise acquire for value any equity, ownership or profit interests in such person within ten years from the date of issuance thereof.

Initial Term” has the meaning set out in Section 4.1(a).

Insolvency Event” means, in relation to any person, any one or more of the following events or circumstances:

(a)

proceedings are commenced for the winding-up, liquidation or dissolution of it, unless it in good faith actively and diligently contests such proceedings resulting in

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a dismissal or stay thereof within 30 days of the commencement of such proceedings;

(b)

a decree or order of a court of competent jurisdiction is entered adjudging it to be bankrupt or insolvent (unless vacated), or a petition seeking reorganization, arrangement or adjustment of or in respect of it is approved under Applicable Laws relating to bankruptcy, insolvency or relief of debtors;

(c)

it makes an assignment for the benefit of its creditors, or petitions or applies to any court or tribunal for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or commences for itself or acquiesces in or approves or has filed or commenced against it any proceeding under any Applicable Law relating to bankruptcy, insolvency, reorganization, arrangement or readjustment of debt or any proceeding for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or has a liquidator, administrator, receiver, trustee, conservator or similar person appointed with respect to it or any substantial portion of its property or assets unless such proceeding, assignment or appointment is involuntary and dismissed, vacated or stayed within 30 days of commencement of such proceeding; or

(d)

a resolution of its board of directors is passed for any of the foregoing.

Intellectual Property” means all trade-marks, trade names, business names, patents, inventions, know-how, copyrights, service marks, brand names, industrial designs and all other industrial or intellectual property owned or used by Aquila Parent or any PSA Entity in connection with the Back Forty Project, and all applications therefor and all goodwill in connection therewith, including all licences, registered user agreements and all like rights used by or granted to Aquila Parent or any PSA Entity in connection with the Back Forty Project.

Intercreditor Agreement” means the intercreditor agreement dated as of the date of the Original GPA among the Purchaser, the Silver Purchaser, the Seller, each other PSA Entity, Back Forty and, following the Effective Time, GORO Acquisitionco.

Interim Deposit” has the meaning set out in Section 3.1(d).

Interim Deposit Funding Date” means the date on which the Seller has satisfied the conditions in Section 3.3(g).

Lenders” means the lenders, administrative agents and collateral agents or trustees, as applicable, from time to time under or in respect of any Project Facility.

Limited Recourse Guarantee” has the meaning set out in Section 9.1(b).

Losses” means any and all damages, claims, losses, diminution of value, liabilities, fines, injuries, costs, penalties and expenses (including reasonable legal fees). Losses shall not include consequential, special, exemplary, indirect, incidental or punitive damages or loss of profits or opportunity except to the extent such losses are awarded to a third party in connection with a Third Party Claim.

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Lot” means the applicable quantity of each shipment of concentrate or any other product containing Minerals to an Offtaker pursuant to an Offtake Agreement.

Material Adverse Effect” means any change, event, occurrence, circumstance, fact or effect that, when taken individually or together with all other events, occurrences, changes or effects has, or could reasonably be expected to have, a material adverse effect on:

(a)

the operations, results of operations, business, affairs, properties, assets, prospects, liabilities and obligations (contingent or otherwise), capitalization or condition (financial or otherwise) of the PSA Entities, taken as a whole;

(b)

the Back Forty Project, including (A) the ability of (1) Aquila Parent, Back Forty or any PSA Entity to perform its obligations under any Transaction Document, as applicable, or (2) Back Forty to develop or operate the Back Forty Project substantially in accordance with the Operating Plan in effect at the time of the occurrence of such change, event, occurrence, circumstance, fact or effect; or (B) any significant decrease to expected gold production from the Back Forty Project based on the Back Forty PEA Technical Report or any subsequent Operating Plan in effect at the time of the occurrence of such change, event, occurrence, circumstance, fact or effect; or

(c)

the legality, validity, binding effect or enforceability against Aquila Parent, Back Forty or any PSA Entity of any Transaction Document to which it is a party or the Purchaser’s rights and remedies under the Security Documents,

provided, in each case, that it shall not include any event, change or effect resulting from (i) the announcement of the execution of this Agreement or any other Transaction Document contemplated herein or therein; or (ii) any change in the price of the publicly listed stock of Aquila or, from and after the Effective Time, GORO; or (iii) any change in commodity prices (it being understood that the underlying effects, events, facts or occurrences giving rise to any of (i), (ii) or (iii) that are not otherwise excluded by this proviso may be determined, acting reasonably, to constitute, or give rise to, a Material Adverse Effect).

Material Contract” means each Contract listed on Disclosure Schedule E-(o) and any other Contract which is material to the Business, having regard to the potential consequences of the breach, loss or termination of such Contract, and which includes a Contract that involves the potential expenditure of more than $[REDACETED] in the aggregate.

[REDACETED - COMMERCIALLY SENSITIVE].

Mine Permit” means [REDACETED - COMMERCIALLY SENSITIVE].

Mineral Interest” means any royalty, stream, participation or production interest, or any agreements that are similar to a royalty, stream, participation or production interest agreement, in each case in respect of any Minerals.

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Mineral Reserves” means proven mineral reserves and probable mineral reserves as defined and incorporated under NI 43-101.

Minerals” means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted or otherwise recovered from the Back Forty Property, and including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Back Forty Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates or doré.

Monthly Development and Operations Report” means a written report prepared by or on behalf of Back Forty in relation to the immediately preceding calendar month, which report shall include all material information pertaining to the development or operations of the Back Forty Project, including the following information for such month:

(a)

a review of the permitting, development or operating activities for the month and a report on any material issues, departures from, or contemplated or potential changes to the Operating Plan, as applicable;

(b)

a summary of the actual Project Costs incurred on a cumulative and monthly basis (including costs committed to and/or actually funded, and, if applicable, the expected time of funding);

(c)

variances of actual Project Costs from projected Project Costs in the Operating Plan and any actual or expected adverse impact on the production or recovery of Produced Gold, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters;

(d)

the percentage completion of the major elements of construction compared to the Operating Plan;

(e)

the anticipated date of Commencement of Commercial Production, if it has not already occurred;

(f)

an update on the preparation of the Feasibility Study, including any preliminary results and providing any draft feasibility studies completed prior to or available as of such date; and

(g)

an update on any changes to the rights and interests comprising the Back Forty Property, including any steps taken during the period to preserve the validity of any portion of the Back Forty Property; and

(h)

details of any material health and safety violations and/or material violations of Applicable Laws.

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Monthly Production and Sales Report” means a written report in relation to a calendar month with respect to the Back Forty Project that contains, for such month:

(a)

(i) types, ounces and grades of mined gold and silver and (ii) types, pounds and grades of mined copper, lead and zinc;

(b)

(i) types, ounces and grades of stockpiled gold and silver and (ii) types, pounds and grades of stockpiled copper, lead and zinc;

(c)

tonnes of Minerals processed by and resulting concentrates from the processing facilities related to the Back Forty Project in total and separately with respect to the Back Forty Property, and similar information with respect to any other processing facilities;

(d)

the number of ounces of gold and silver contained in Minerals processed during such month and the number of pounds of copper, lead and zinc contained in Minerals processed during such month, but not delivered to an Offtaker by the end of such month;

(e)

a summary of deliveries made to Offtakers during such month showing, among other things, provisional Refined Gold and Produced Gold amounts and related Offtaker Settlements and any final settlement adjustments made during such month;

(f)

copies of available Offtaker Settlement Sheets and other Offtaker statements, invoices or receipts, or if the sharing of such documents is restricted by applicable confidentiality restrictions or Applicable Laws, such other information that will allow the Purchaser to verify all aspects of the deliveries of Refined Gold and compliance with other provisions of this Agreement;

(g)

the aggregate number of ounces of Refined Gold delivered to the Purchaser under this Agreement up to the end of such month;

(h)

a detailed calculation of the Deposit Balance as of the end of such month; and

(i)

such other information regarding the calculation of the amount of Refined Gold delivered to the Purchaser as the Purchaser may reasonably request.

Net Present Value of the Remaining Stream” means the net present value of the Purchaser’s rights under this Agreement based on (i) the calculation methodology contained in the then current Operating Plan, (ii) the future production set forth in the then current Operating Plan, and (iii) published Selected Commodity Analysts consensus annual future prices for gold and silver.

Net Proceeds” means, with respect to the receipt of proceeds under Sections 6.5(b), 6.5(d) and 6.5(e), the aggregate amount received by the Aquila Group Entities less the fees, costs and other out-of-pocket expenses (as evidenced by supporting documentation provided to the Purchaser upon request) incurred or paid to a third party by any Aquila Group Entity in connection with the claim giving rise to such proceeds, without deduction for any insurance premiums or similar payments.

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NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, as it may be amended from time to time, or any successor instrument, rule or policy.

NREPA” means the Michigan Natural Resources and Environmental Protection Act (Act 451 of 1994, as amended).

OBCA” means the Business Corporations Act (Ontario).

Offtake Agreement” means any agreement entered into by any Aquila Group Entity with any person (including spot sales) (i) for the sale of Minerals to such person (other than an intra-company sale between Aquila Group Entities that precedes the sale of Minerals to an arm’s length third party, including pursuant to the Aquila Offtake Agreement), or (ii) for the smelting, refining or other beneficiation of Minerals by such person for the benefit of any Aquila Group Entity, as may be amended, restated, amended and restated, supplemented, modified or superseded from time to time.

Offtaker” means any person that enters into an Offtake Agreement with an Aquila Group Entity.

Offtaker Settlement” means (i) with respect to Minerals purchased by an Offtaker from an Aquila Group Entity, the receipt by an Aquila Group Entity of payment, or other consideration from the Offtaker, whether provisional or final, and (ii) with respect to Minerals refined, smelted or otherwise beneficiated by an Offtaker on behalf of an Aquila Group Entity, the receipt by an Aquila Group Entity of Refined Gold or other materials or payments derived from or relating to Produced Gold in accordance with the applicable Offtake Agreement.

Offtaker Settlement Sheets” means the final documents from an Offtaker (or if such final documents are not available in the case of a provisional payment, the relevant documents on which such provisional payment has been determined) or such other relevant documents, in each case evidencing at least the amount of Minerals, including Produced Gold, in each Lot.

Operating Plan” means the development plan or operating plan, as applicable, for the Back Forty Project, as the same may be amended, supplemented or replaced in accordance with the provisions of this Agreement from time to time, and initially shall be the Back Forty Project PEA Technical Report.

Original GPA” means the original gold purchase agreement between the Purchaser, Aquila and Back Forty dated November 8, 2017, which was amended and restated by an amended and restated gold purchase agreement dated June 16, 2020, and further amended and restated by the Current GPA (any such agreement being referred to herein as a “Prior GPA”).

Original Wetlands Permit” means Permit No. WRP011785, issued for the Back Forty Project by EGLE on June 4, 2018 under Parts 31 (Flood Plain), 301 (Inland Lakes and Streams) and Part 303 (Wetlands Protection) of NREPA and subject of the Wetlands Permit Decision.

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Orion Subscription Agreement” means the subscription agreement dated March 31, 2015 between Orion Fund JV Limited and Aquila.

Other Minerals” means any and all marketable metal bearing material in whatever form or state (including ore) that is mined, produced, extracted or otherwise recovered from any location that is not within the Back Forty Property.

Parties” means the parties to this Agreement.

Payable Gold” means during the Term the applicable percentage of Produced Gold set forth in Schedule B and as otherwise determined in accordance with Section 2.1(b).

PCMLA” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

Permits” means all material licenses, permits, approvals (including environmental approvals), authorizations, rights (including surface and access rights), privileges, concessions or franchises necessary for the development and operation of the Back Forty Project, including any contemplated by the Operating Plan, as amended from time to time, but excluding the Original Wetlands Permit until such time as the Wetlands Permit Decision is successfully appealed.

Permitted Disposition” means (i) any Transfer of Minerals in accordance with this Agreement, the Silver Purchase Agreement or an Offtake Agreement, (ii) any Transfer of obsolete, worn out or no longer useful tangible personal property, or any tangible personal property that is being replaced with newly acquired tangible personal property, whether now owned or hereafter acquired, (iii) any Transfer of other assets of Back Forty or any PSA Entity the aggregate fair value of which shall not exceed the lesser of [REDACETED]% of the total value of all of the assets of the Back Forty Project or $[REDACETED - COMMERCIALLY SENSITIVE] (12)-month period, (iv) the grant of a Permitted Encumbrance, and (v) any abandonment in compliance with Section 7.3.

Permitted Distributions” means (a) any Distributions among PSA Entities, or (b) Distributions to be used to satisfy the use of the Deposit as permitted under Section 3.4.

Permitted Encumbrances” means any Encumbrance in respect of the Back Forty Project constituted by the following:

(a)

inchoate or statutory liens for taxes, assessments, royalties, property improvements, rents or charges not at the time due or payable, or being contested in good faith through appropriate proceedings and for which adequate reserve has been made;

(b)

statutory liens incurred, or pledges or deposits made, under worker’s compensation, employment insurance and other social security legislation other than in the context of a breach of laws or Permits;

(c)

minor discrepancies in the legal description or acreage of or associated with the Back Forty Property, or any adjoining properties, or other matters which would be disclosed in an up to date survey performed in accordance with the current

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requirements set by the American Land Title Association and American Congress of Surveying and Mapping, and any recorded easements and recorded restrictions or covenants that run with the land in either case which do not materially detract from the value of, or materially impair the use of, the Back Forty Property, for the purpose of conducting and carrying out mining operations thereon;

(d)

interests (including, with respect to any portion of River Road on the Back Forty Property, mineral interests), rights of way for or reservations or rights of others in relation to applicable roads, sewers, water lines, gas lines, electric lines, telegraph and telephone lines, and other similar utilities, or zoning by-laws, ordinances, surface access rights or other restrictions as to the use of the Back Forty Property, which do not in the aggregate materially detract from the use of the Back Forty Property, for the purpose of conducting and carrying out mining operations thereon.

(e)

liens or other rights granted by Back Forty to secure performance of statutory obligations or regulatory requirements (including reclamation obligations) in connection with the Back Forty Project, which do not in the aggregate materially detract from the use of the Back Forty Property, for the purpose of conducting and carrying out mining operations thereon;

(f)

a right of title retention in connection with the acquisition by Back Forty or a PSA Entity of goods in the ordinary course of business;

(g)

security deposits with any Governmental Authority and utilities in the ordinary course of business of Back Forty or a PSA Entity;

(h)

the Security Documents;

(i)

Encumbrances securing obligations under the Silver Purchase Agreement, provided that such Encumbrances are subject to the Intercreditor Agreement;

(j)

liens granted to secure Indebtedness permitted under items (a) (Project Facility), (b) (Permitted Hedging), (c) (equipment and receivable financings) or (h) (corporate credit card facility) of the definition of Permitted Indebtedness;

(k)

any Encumbrances securing Indebtedness, the outstanding principal amount of which (when aggregated with the outstanding principal or net liability amount of any other Indebtedness which has the benefit of Encumbrances given by any PSA Entity pursuant to this paragraph (k)) does not exceed in the aggregate $[REDACETED] provided such Encumbrances rank subordinate in interest to the Security;

(l)

any Encumbrance arising under standard bank account agreement terms with respect to a bank account of such Person;

(m)

any Encumbrance set out on Schedule H (including any extension, renewal or refinancing thereof, provided that the amount so secured does not exceed the original amount secured immediately prior to such extension, renewal or refinancing and the Encumbrance is not extended to any additional property); and

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(n)

an Encumbrance created with the Purchaser’s prior written consent.

Permitted Hedging” means derivative or hedging arrangements, (i) entered into prior to Commencement of Commercial Production, only to the extent required by the terms of the Project Facility and pursuant to a hedging plan and policy approved by the Purchaser, acting reasonably, (ii) entered into following the Commencement of Commercial Production and prior to the Deposit Reduction Date, only pursuant to a hedging plan and policy approved by the Purchaser, acting reasonably, or (iii) entered into following the Deposit Reduction Date.

Permitted Indebtedness” means:

(a)

Indebtedness incurred and available to be drawn under a Project Facility in accordance with Section 6.9(b) (including Permitted Hedging obligations prior to Commencement of Commercial Production);

(b)

Permitted Hedging obligations following the Commencement of Commercial Production;

(c)

Indebtedness incurred by Back Forty constituting (a) equipment financing that is secured only by the underlying equipment and (b) receivable financing that is secured only by the underlying receivables;

(d)

Indebtedness incurred under this Agreement or the Security Documents or secured by any Permitted Encumbrances;

(e)

Indebtedness in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement and environmental reclamation obligations of Back Forty to the extent required by Applicable Laws or Governmental Authority;

(f)

any unsecured liability under any agreement entered into in the ordinary course of business for the acquisition of any asset or service where payment for the asset or service is deferred for a period of not more than 90 days;

(g)

Indebtedness incurred by a PSA Entity from another Aquila Group Entity that is unsecured and is subject to a Subordination and Postponement of Claims;

(h)

Indebtedness related to a corporate credit card facility, provided that the aggregate amount of all such Indebtedness does not exceed $[REDACETED] at any time;

(i)

Indebtedness set out under the heading "Permitted Future Indebtedness" on Schedule E-(p); and

(j)

any other Indebtedness with the Purchaser’s prior written consent.

person” includes an individual, corporation, body corporate, limited or general partnership, joint stock company, limited liability corporation, joint venture, association,

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company, trust, bank, trust company, Governmental Authority or any other type of organization or entity, whether or not a legal entity.

Pledged Shares” means all of the issued and outstanding (i) equity and voting securities of each PSA Entity and (ii) member and other equity interests of Back Forty.

Pre-approved Change of Control” means a Change of Control of all of the Aquila Group Entities if:

(a)

the person acquiring control of any Aquila Group Entity acquires control of all of the Aquila Group Entities;

(b)

the person acquiring control of the Aquila Group Entities, or if the person acquiring such control is a subsidiary of an ultimate parent owner, then such ultimate parent owner, is an Approved Purchaser;

(c)

on or prior to the date of such Change of Control (subject to Section 9.2(i) in connection with the Arrangement), each person who will, upon the completion of such Change of Control, be Aquila Parent: (i) executes and delivers to the Purchaser (A) a Limited Recourse Guarantee, and (B) a share pledge pursuant to which such person (or its subsidiary) pledges to the Purchaser 100% of the issued and outstanding equity interests of Aquila, each in form and substance satisfactory to the Purchaser, acting reasonably; and (ii) causes to be delivered to the Purchaser one or more customary legal opinions in form and substance satisfactory to the Purchaser, acting reasonably, of such person’s legal counsel addressed to the Purchaser relating to the existence of, and power and authority of, the person acquiring such control, the enforceability of the aforementioned limited recourse guarantee and share pledge and the validity and perfection thereof, and such other matters as the Purchaser may reasonably request;

(d)

no material consent for such Change of Control (including those which if not obtained would constitute a breach of Applicable Law) is required from any Governmental Authority or other person that has not already been obtained prior to the effectiveness of, and in connection with, such Change of Control; and

(e)

immediately prior to the Change of Control, there is no Aquila Event of Default that has occurred and is continuing or an event or circumstance which, with notice or the passage of time would give rise to an Aquila Event of Default and immediately after such Change of Control there shall not be a Aquila Event of Default or an event or circumstance which, with notice or the passage of time would give rise to a Aquila Event of Default (or its equivalent) in each case under the Agreement.

Prior GPA” has the meaning set out in the definition of “Original GPA” herein.

Process Plant” means the process plant to be completed in connection with the Back Forty Project substantially as contemplated in the Operating Plan and used to process Minerals.

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Produced Gold” means any and all gold in whatever form or state that is contained in Minerals recovered from the Back Forty Property.

Production Threshold” means 105,000 ounces of Refined Gold.

Production Threshold Date” means the date on which such number of ounces of Refined Gold that is equal to the Production Threshold have been delivered by the Seller to the Purchaser pursuant to the terms of this Agreement.

Project Costs” means all capital expenditures incurred by a PSA Entity or Back Forty for the purposes of developing the Back Forty Project, including escalation, contingencies, initial working capital, taxes, duties, expenditures for plant equipment, spares and other capital goods, inventory, capital expenditures required to maintain the Back Forty Project at its design capacity (including repairs and replacements funded by insurance proceeds), interest during construction, financing fees and expenses and other development costs, as initially set out on Schedule C and as the same may be amended from time to time and provided to the Purchaser.

Project Facility” means any senior secured third party credit facility, of not less than

$[REDACETED], the net proceeds of which are used solely to finance the development of the Back Forty Project in accordance with the Feasibility Study and Section 6.9.

Project Net Present Value” means the net present value of the Back Forty Project based on (i) the calculation methodology contained in the then current Operating Plan, (ii) the future production set forth in the then current Operating Plan, and (iii) published Selected Commodity Analysts consensus annual future prices for Minerals.

PSA Entity” means from time to time, Aquila, Aquila Resources Corp., Aquila Resources USA Inc., Aquila Michigan Inc. and any other person (now or hereafter formed or acquired) that holds or acquires directly or indirectly any interest in Back Forty or the Collateral; provided for greater certainty, that if any such person transfers or otherwise ceases to hold any direct or indirect interest in Back Forty or the Collateral in accordance with Article 7, it will cease to be a PSA Entity for the purposes of this Agreement and the other Transaction Documents; and further provided for greater certainty, that no GORO Entity will be a PSA Entity so long as it does not hold a direct or indirect interest in Back Forty or any Collateral, except through its direct or indirect interest in Aquila.

Public Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of Aquila with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents publicly available on Aquila’s SEDAR profile.

Purchaser Event of Default” has the meaning set out in Section 12.1.

Receiving Party” has the meaning set out in Section 6.6(a).

Refined Gold” means marketable metal bearing material in the form of gold bars or coins that is refined to standards meeting or exceeding 995 parts per 1,000 fine gold, and

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otherwise conforming to the London Bullion Market Association (or a successor market, satisfactory to the Purchaser, acting reasonably) specifications for good delivery.

Related Party” means, with respect to any person (the “first named person”), any person that does not deal at arm’s length with the first named person or is an Associate of the first named person and, in the case of Aquila, means (a) any director, officer, employee or Associate of Aquila or any subsidiary, (b) any person that does not deal at arm’s length with Aquila or any subsidiary, (c) any person that does not deal at arm’s length with, or is an Associate of, a director, officer, employee or Associate of Aquila or any subsidiary, and (d) any person who directly or indirectly owns or exercises control or direction over more than ten percent (10%) of the issued and outstanding common shares of Aquila.

Reference Price” means, with respect to any day, the daily per ounce LBMA PM Fixing Gold Price in U.S. dollars quoted by the London Bullion Market Association for Refined Gold on such day or, if such day is not a trading day, the immediately preceding trading day; provided that if, for any reason, the LBMA PM Fixing Gold Price is no longer confirmed, acknowledged or quoted by the London Bullion Market Association, the Reference Price shall be determined by reference to the price of Refined Gold on a commodity exchange acceptable to the Purchaser, acting reasonably.

Royalties” means the royalties set out in Schedule A-2.

Second Deposit” has the meaning set out in Section 3.1(b).

Securities Laws” means all applicable securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Regulators, and all rules and policies of the TSX and any other stock exchange on which securities of Aquila are traded.

Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in British Columbia, Alberta, Saskatchewan, Nova Scotia, Ontario and in any other jurisdictions whose Securities Laws are applicable to Aquila.

Security” means the Encumbrances granted in favour of the Purchaser pursuant to the Security Documents.

Security Documents” has the meaning set out in Section 8.1(b).

Security Supporting Documents” has the meaning set out in Section 8.1(b).

Selected Commodity Analysts” means the respective division, group or entity of each of the following, which is responsible for forecasting metal prices for gold, silver and other applicable metals: Bank of America Merrill Lynch, BMO Capital Markets, CIBC World Markets, Credit Suisse, Stifel GMP, Morgan Stanley, RBC Capital Markets, Scotia Capital, TD Securities and UBS Securities, provided that any of the foregoing that has not published forecasts for the applicable metal(s) prior to end of the last calendar quarter shall be excluded with respect to such metal(s) and the foregoing list may be updated by the Parties, acting reasonably, in writing from time to time in order to remove and replace any

- 21 -


institution that ceases to publish the relevant information. Where such term is used herein, the reference to consensus prices shall be determined based on the most recent forecast published by such persons.

Shares”, in the case of a body corporate, means shares (voting or otherwise) in the body corporate, and in the case of any other person, means shares, partnership or member interests, or voting, equity, participating or other ownership interests in that person, and includes any option or other right to acquire Shares and any security convertible into or exchangeable for Shares.

Silver Purchase Agreement” means the amended and restated silver purchase agreement dated as of the date hereof among the Silver Purchaser, Aquila and Back Forty.

Silver Purchaser” means Osisko Bermuda Limited (successor by amalgamation to Orion Titheco Limited) in its capacity as purchaser under the Silver Purchase Agreement.

Sixth Deposit” has the meaning set out in Section 3.1(g).

Subordination and Postponement of Claims” means a subordination and postponement of claims in favour of the Purchaser in respect of Indebtedness of a PSA Entity owing to an Aquila Group Entity pursuant to which, among other things, the holder of such Indebtedness agrees that such Indebtedness will be subordinated and postponed to the Guaranteed Obligations and that no interest or principal in respect of such Indebtedness shall be payable while any Guaranteed Obligations remain outstanding, except as permitted by Section 9.2(e), and that no Encumbrances have been or will be taken by such holder for such Indebtedness, and which shall otherwise be in form and substance satisfactory to the Purchaser acting reasonably.

Subscription Agreement” means the subscription agreement dated November 8, 2017 between the Purchaser and the Seller.

Subsequent Deposits” has the meaning set out in Section 3.1(g).

subsidiary” means, with respect to any person, any other person which is, directly or indirectly, controlled by that person.

Tail Stream Percentage” means 50% of the Threshold Stream Percentage.

Tax Returns” means all returns, reports, declarations, elections, information statements and forms, including any schedules thereto, required by any Governmental Authority to be made, prepared or filed in respect of Taxes by the relevant entity.

Taxes” means all taxes, surtaxes, duties, levies, imposts, tariffs, fees, assessments, reassessments, withholdings, dues and other charges of any nature, whether disputed or not, by a Governmental Authority, and instalments in respect thereof, including such amounts imposed or collected on the basis of: income; capital, real or personal property; payments, deliveries or transfers of property of any kind to residents or non-residents; purchases, consumption, sales, use, import, export of goods and services; mining;

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distributions; equity; together with penalties, fines, additions to tax and interest thereon; and “Tax” shall have a corresponding meaning.

Technical Committee” means the Technical, Environmental, Health and Safety Committee of the board of directors of the Seller, established on March 6, 2019, to provide on-going review of the safety, environmental, design, construction and operational readiness of the Back Forty Project.

Term” has the meaning set out in Section 4.1(a).

Third Deposit” has the meaning set out in Section 3.1(c).

Third Party” has the meaning set out in Section 6.6(a)(i).

Threshold Stream Percentage” means 18.5% of the number of ounces of Payable Gold in respect of any Minerals from the Back Forty Property for which any Aquila Group Entity receives an Offtaker Settlement.

Time of Delivery” has the meaning set out in Section 2.2(c).

Transaction Documents” means, collectively, this Agreement, the Subscription Agreement, the Guarantees, the Security Documents, the Intercreditor Agreement and each other agreement, document, instrument or certificate delivered for the benefit of the Purchaser pursuant to or otherwise in connection with any of this Agreement, the Subscription Agreement, the Guarantees and the Security Documents.

Transfer” means to, directly or indirectly, sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including expropriation or other transfer required or imposed by law or any Governmental Authority), whether voluntary or involuntary.

Transfer Price” means, in respect of each delivery of Refined Gold by the Seller to the Purchaser hereunder, 30% of the Reference Price, subject to a maximum of $600 per ounce of Refined Gold.

TSX” means Toronto Stock Exchange.

Unpaid Deposit” has the meaning set out in Section 12.1(a).

Updated Feasibility Study” has the meaning set out in Section 3.3(d)(iv).

Wetlands Permit” means [REDACETED - COMMERCIALLY SENSITIVE].

Wetlands Permit Decision” means the opinion issued by an administrative law judge dated January 4, 2021 which denies the Original Wetlands Permit.

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1.2

Certain Rules of Interpretation

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires:

(a)

The terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof.

(b)

References to an “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement.

(c)

Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(d)

Where the word “including” or “includes” is used in this Agreement, it means “including without limitation” or “includes without limitation”.

(e)

The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(f)

Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

(g)

A reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation from time to time.

(h)

A reference to an agreement includes all schedules, exhibits and other appendices attached thereto and means such agreement as amended, supplemented, restated, amended and restated or replaced from time to time.

(i)

Time is of the essence in the performance of the Parties’ respective obligations under this Agreement.

(j)

Unless specified otherwise, in this Agreement a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Toronto time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Toronto time) on the next Business Day.

(k)

Unless specified otherwise in this Agreement, all statements or references to dollar amounts in this Agreement are to United States of America dollars.

(l)

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under generally accepted accounting principles

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applicable to such entity at the relevant time, in effect from time to time (which may be Canadian generally accepted accounting principles), consistently applied, and all determinations of an accounting nature required to be made shall be made in a manner consistent with such applicable generally accepted accounting principles.

(m)

For the purposes of the Interest Act (Canada), whenever interest to be paid hereunder is to be calculated on the basis of 360 days, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360.

(n)

The following schedules are attached to and form part of this Agreement:

Schedule A-1

-

Description of Back Forty Property (with Map)

Schedule A-2

-

Royalties

Schedule B

-

Payable Gold

Schedule C

-

Project Costs

Schedule D

-

Dispute Resolution - Confidentiality

Schedule E

-

Aquila and Back Forty Representations and Warranties

Schedule E-(g)

-

Consents, Approvals, Notices

Schedule E-(i)

-

Descriptions of Permits Granted

Schedule E-(o)

-

Material Contracts

Schedule E-(p)

-

Debt Instruments

Schedule E-(r)

-

Pending or Threatened Litigation

Schedule E-(cc)

-

Aboriginal Matters

Schedule F

-

Purchaser Representations and Warranties

Schedule G

-

Security Documents

Schedule H

-

Additional Permitted Encumbrances

Schedule I

-

Form of Guarantee

Schedule 3.2

-

Consents to Assignment

ARTICLE 2
PURCHASE AND SALE

2.1

Purchase and Sale of Refined Gold

(a)

Subject to and in accordance with the terms of this Agreement, during the Term, Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from Seller, in respect of each Lot an amount of Refined Gold equal to the Designated Percentage of Payable Gold, free and clear of all Encumbrances.

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(b)

The amount of Produced Gold shall be measured by the amount of contained gold in the Minerals received by the Offtaker as finally determined by the Offtaker Settlement Sheets. Produced Gold shall not be reduced for, and the Purchaser shall not be responsible for, any refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, financing charges or price participation charges, or other similar charges or deductions, regardless of whether such charges or deductions are expressed as a specific metal deduction, as a recovery rate or otherwise, in any case, pursuant to the terms of the applicable Offtake Agreement or otherwise.

(c)

For greater certainty, the Refined Gold delivered pursuant to this Agreement may, but need not come from gold produced by the Back Forty Project. To the extent Refined Gold delivered pursuant to this Agreement comes from gold produced by the Back Forty Project, Aquila shall acquire such Refined Gold from Back Forty prior to delivering it to the Purchaser.

2.2

Delivery Obligations

(a)

Subject to Section 2.2(b), within the earlier of (i) five Business Days after the earlier of the date of the initial or provisional Offtaker Settlement of a Lot with an Offtaker, or (ii) fifteen Business Days from the date of shipment of a Lot, Aquila shall sell to the Purchaser Refined Gold in an amount equal to [REDACETED]% of the Designated Percentage of Payable Gold in respect of the Lot to which such shipment relates as supported by the documentation required pursuant to Section 2.3 and the applicable Monthly Report (provided that, in the case of clause (ii) above, for this calculation, the amount of gold in the Lot shall be based on Aquila’s or Back Forty’s documentation, including assays or similar testing, included with such shipment).

(b)

Within five Business Days after the earlier of (i) the date the amount of Produced Gold in each Lot has been agreed, or deemed to be agreed, by Back Forty and an Offtaker in accordance with an Offtake Agreement, and (ii) the date of the final Offtaker Settlement of the Lot with the Offtaker, Aquila shall sell to the Purchaser Refined Gold in an amount equal to the amount by which the actual Designated Percentage of Payable Gold exceeds the amount of Refined Gold previously delivered to the Purchaser in respect of such Lot pursuant to Section 2.2(a), in each case as supported by the documentation required pursuant to Section 2.3 and the applicable Monthly Report; provided, however, if the Refined Gold previously delivered to the Purchaser in respect of such Lot pursuant to Section 2.2(a) exceeds the actual Designated Percentage of Payable Gold, respectively, then Aquila shall be entitled to set off and deduct such excess amount of Refined Gold, as applicable, from the next required deliveries by Aquila under this Agreement until it has been fully offset against deliveries to the Purchaser of Refined Gold, if any, pursuant to this Section 2.2(b) or, if no such further deliveries are to be made, the Purchaser shall within five Business Days pay the applicable Gold Purchase Price in respect of any excess Refined Gold delivered to the extent not already paid.

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(c)

Subject to Section 2.5, Aquila shall sell and deliver to the Purchaser all Refined Gold to be sold under this Agreement by way of (i) credit (in metal) or physical allocation to (ii) the metal account or accounts in London or such other place designated by the Purchaser, with both (i) and (ii) to be specified by the Purchaser by electronic communication prior to the date of this Agreement and thereafter, if there is any change to such information, at least 30 days in advance of any sale or delivery of Refined Gold. Delivery of Refined Gold to the Purchaser shall be deemed to have been made at the time and on the date Refined Gold is credited or physically allocated to a designated metal account of the Purchaser (the “Time of Delivery” on the “Date of Delivery”).

(d)

Title to, and risk of loss of, Refined Gold shall pass from Aquila to the Purchaser at the Time of Delivery.

(e)

All costs and expenses pertaining to each delivery of Refined Gold to the Purchaser shall be borne by Aquila.

(f)

Aquila hereby represents and warrants to and covenants with the Purchaser that, immediately prior to the Time of Delivery (i) Aquila will be the sole legal and beneficial owner of the Refined Gold credited or physically allocated to a metal account of the Purchaser, (ii) Aquila will have good, valid and marketable title to such Refined Gold, and (iii) such Refined Gold will be free and clear of all Encumbrances other than those granted to the Purchaser under this Agreement.

2.3

Invoicing

(a)

Aquila shall notify the Purchaser in writing by email to [REDACETED], at least two Business Days prior to each delivery and credit to the account of the Purchaser pursuant to Section 2.2, of the Date of Delivery, the number of ounces of Refined Gold to be sold to the Purchaser and, in accordance with Section 2.5, the estimated net number of ounces of Refined Gold to be credited or physically allocated to the Purchaser on the following day.

(b)

Aquila shall notify the Purchaser in writing by email to [REDACETED], within three Business Days after each delivery and credit to the account of the Purchaser pursuant to Section 2.2, by delivery of an invoice to the Purchaser that shall include:

(i)

the calculation of the number of ounces of Refined Gold credited or physically allocated;

(ii)

copies of any provisional and final assays in respect of a Lot;

(iii)

the Offtaker Settlement Sheets on which the calculation is based, or if the sharing of such documentation is restricted by Applicable Law or the delivery has been completed in advance of receipt of the Offtaker Settlement Sheets, such other information that will allow the Purchaser to verify the delivery of Refined Gold;

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(iv)

the Time of Delivery;

(v)

the Gold Purchase Price for Refined Gold credited or physically allocated; and

(vi)

reference to the Offtake Agreement under which such delivery was made.

2.4

Gold Purchase Price

The Purchaser shall pay to Seller a purchase price for each ounce of Refined Gold sold and delivered by Seller to the Purchaser under this Agreement (the “Gold Purchase Price”) equal to:

(a)

until the Deposit Reduction Date, the Reference Price on the Business Day immediately preceding the Date of Delivery of such Refined Gold, payable as follows: (i) an amount equal to the Transfer Price payable in cash or by wire transfer, and (ii) the balance payable by crediting an amount equal to the difference between such Reference Price and the Transfer Price against the Deposit in order to reduce the Deposit Balance until it has been credited and reduced to nil; and

(b)

after the Deposit Reduction Date, the Transfer Price payable in cash or by wire transfer.

2.5

Payment

(a)

Payment by the Purchaser for each delivery of Refined Gold shall be made (i) no later than five Business Days after the Date of Delivery, and (ii) to a bank account of Aquila designated in accordance with Section 13.1, provided that, at any time, the Purchaser may provide notice to Aquila with respect to one or more deliveries that any payments required to be made by the Purchaser hereunder shall instead be offset against and on the same day as the applicable delivery of Refined Gold by Aquila to the Purchaser. Any such offsets pursuant to this Section 2.5(a) shall be at the Reference Price on the Business Day immediately preceding the Date of Delivery.

(b)

In the event that the Purchaser does not make a required payment within 10 Business Days of any such payment becoming due, and regardless of whether the Purchaser has made the election referred to in Section 2.5(a), Aquila shall be entitled to offset such amounts owing against future deliveries of Refined Gold by reducing the amount of future deliveries.

ARTICLE 3
DEPOSIT PAYMENT

3.1

Deposit

In consideration for the respective promises and covenants of Aquila and Back Forty contained herein, including the sale and delivery by Aquila to the Purchaser of Refined Gold, the Purchaser hereby agrees to pay, and Aquila hereby agrees to accept, a cash deposit in the amount of $50,000,000 (the “Deposit”) against, and as a prepayment of, the Gold Purchase Price. Subject, in

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each case, to the conditions in Sections 3.2 and 3.3, the Deposit shall be paid to Aquila in seven instalments as follows:

(a)

the first deposit (the “First Deposit”) in the amount of $7,500,000, which amount was paid on November 10, 2017 upon satisfaction or waiver of the conditions set forth in Section 3.2 relating to the First Deposit;

(b)

the second deposit (the “Second Deposit”) in the amount of $7,500,000, which amount was paid on October 5, 2018 upon satisfaction or waiver of the conditions set forth in Section 3.3(a) relating to the Second Deposit;

(c)

the third deposit (the “Third Deposit”) in the amount of $2,500,000 which amount was paid on June 16, 2020 upon satisfaction or waiver of the conditions set forth in Section 3.3(b) relating to the Third Deposit;

(d)

the amount of $100,000 (the “Interim Deposit”) which amount was paid on or about March 12, 2021 upon satisfaction or waiver of the conditions set forth in Section 3.3(g) relating to the Interim Deposit;

(e)

the fourth deposit (the “Fourth Deposit”) in the amount of $2,400,000 which amount was paid on August 16, 2021 upon satisfaction or waiver of the conditions set forth in Section 3.3 relating to the Fourth Deposit;

(f)

the fifth deposit (the “Fifth Deposit”) in the amount of $5,000,000 shall be paid upon satisfaction of the conditions set forth in Section 3.3 relating to the Fifth Deposit; and

(g)

the sixth deposit (the “Sixth Deposit” and, collectively with the Fourth Deposit and the Fifth Deposit, the “Subsequent Deposits”) in the amount of $25,000,000 shall be paid upon satisfaction of the conditions set forth in Section 3.3 relating to the Sixth Deposit.

No interest will be payable by Aquila on or in respect of the Deposit except as expressly provided in this Agreement. In the event that less than all of the Deposit is funded in accordance with the terms and conditions of this Agreement, for all purposes the term “Deposit” shall be deemed to mean only that portion of the Deposit that has been funded.

3.2

Conditions Precedent to First Deposit in Favour of the Purchaser

The First Deposit was funded upon satisfaction or waiver of the following conditions:

(a)

closing of the issuance of securities contemplated by the Subscription Agreement;

(b)

the execution and delivery of the Security Documents [REDACETED];

(c)

the Purchaser shall have received a legal opinion, in form and substance satisfactory to the Purchaser, acting reasonably, of Aquila’s legal counsel addressed to the Purchaser relating to (A) the legal status of Back Forty and each PSA Entity, (B)

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the corporate power and authority of Aquila and Back Forty to execute, deliver and perform this Agreement, (C) the authorization, execution and delivery of this Agreement by Aquila and Back Forty, (D) the enforceability of the Transaction Documents against Aquila and Back Forty, (E) the validity and perfection of the Encumbrances created by the Security Documents, (F) the issuance of the common shares of Aquila to the Purchaser pursuant to Sections 3.2(d) and 3.3(a)(iv) and (G) title to the Back Forty Property;

(d)

receipt by the Purchaser of a $100,000 capital commitment payment evidenced by a physical share certificate duly executed by Aquila representing that number of common shares of Aquila that is equal to the quotient obtained when the Canadian dollar equivalent of $100,000 is divided by the five-day volume weighted average price of Aquila’s common shares on the TSX for the five-day trading period ending on the trading day immediately prior to the closing date of the gold purchase agreement dated November 8, 2017, registered in the name of the Purchaser or an Affiliate thereof, as designated by the Purchaser (or as the Purchaser may otherwise direct, if being issued to be held with an investment dealer), and duly issued by Aquila and registered in the share register of Aquila in the name of the Purchaser, such Affiliate or other nominee. The Canadian dollar equivalent of $100,000 shall be calculated by Aquila by applying the spot exchange rate quoted by the Bank of Canada as of the close of business on the trading day immediately prior to the closing date of the Original GPA; and

(e)

the certificate of a senior officer of Aquila dated the closing date of the Original GPA in the form prescribed by Section 3.3(c)(i)(C).

3.3

Conditions Precedent to Subsequent Deposits in Favour of the Purchaser

The obligations of the Purchaser to fund each of the Deposits, other than in respect of (i) the First Deposit, (ii) the Third Deposit, the conditions for which are specified in Section 3.3(b) only, and (iii) the Interim Deposit, the conditions for which are specified in Section 3.3(g) only, shall be subject to the conditions in Section 3.3(a), (c), (d), (e) and (f), as applicable.

(a)

The Second Deposit was funded upon satisfaction or waiver of the following conditions, in addition to those set out in Section 3.3(c):

(i)

Back Forty having obtained and maintained the Original Wetlands Permit and such other Permits then required for the development or operation of the Back Forty Project in accordance with the Operating Plan;

(ii)

in the event the payment date of the Second Deposit was more than one year after the date of the title opinion delivered to the Purchaser pursuant to Section 3.2(c), the Purchaser having received a legal opinion in form and substance satisfactory to the Purchaser, acting reasonably, of Aquila’s legal counsel addressed to the Purchaser relating to title to the Back Forty Property;

(iii)

a Feasibility Study shall have been completed and delivered to the Purchaser; and

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(iv)

receipt by the Purchaser of a $100,000 capital commitment payment evidenced by a physical share certificate duly executed by Aquila representing that number of common shares of Aquila that is equal to the quotient obtained when the Canadian dollar equivalent of $100,000 is divided by the five-day volume weighted average price of Aquila’s common shares on the TSX for the five-day trading period ending on the trading day immediately prior to the date of the funding of the Second Deposit, registered in the name of the Purchaser or an Affiliate thereof, as designated by the Purchaser (or as the Purchaser may otherwise direct, if being issued to be held with an investment dealer), and duly issued by Aquila and registered in the share register of Aquila in the name of the Purchaser, such Affiliate or other nominee. The Canadian dollar equivalent of $100,000 shall be calculated by Aquila by applying the spot exchange rate quoted by the Bank of Canada as of the close of business on the trading day immediately prior to the date of the funding of the Second Deposit.

(b)

The Third Deposit was funded upon satisfaction or waiver of the following conditions, in addition to those set out in Section 3.3(c):

(i)

all registrations, recordings and filings, if any, of or with respect to the Security Documents which, in the opinion of counsel to the Purchaser are necessary to render effective or enforceable against third parties shall have been completed, or, in the event such registrations, recordings and filings cannot be made or completed as a result of any government closure in light of COVID-19, delivery of an undertaking of Back Forty and Aquila in form and substance acceptable to Purchaser, acting reasonably, to make or cause to be made such registrations, recordings and filings as soon as is reasonably possible following the closing date of the Current GPA, and in any event, within 30 days following the lifting of any applicable government closures.

(ii)

the Purchaser shall have received a legal opinion, in form and substance satisfactory to the Purchaser, acting reasonably, of Aquila’s legal counsel addressed to the Purchaser relating to, inter alia (A) the legal status of Back Forty and each PSA Entity, (B) the corporate power and authority of Aquila and Back Forty to execute, deliver and perform this Agreement, (C) the authorization, execution and delivery of this Agreement by Aquila and Back Forty, (D) the enforceability of the Transaction Documents (other than the Subscription Agreement) against Aquila and Back Forty, and (E) the validity and perfection of the Encumbrances created by the Security Documents, and (F) title to the Back Forty Property, provided that if the opinions set out in (A) and (F) herein cannot be made or completed as a result of any government closure in light of COVID-19, Purchaser agrees that this condition shall be satisfied by delivery of an undertaking of Back Forty and Aquila in form and substance acceptable to Purchaser, acting reasonably, to deliver or cause to be delivered such title opinion as soon as is reasonably possible following the closing date of the Current GPA, and

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in any event, within 45 days following the lifting of any applicable governmental closures (the “Opinion Undertaking”).

(iii)

the certificate of a senior officer of Aquila dated the closing date of the Current GPA in the form prescribed by Section 3.3(c)(i)(C);

(iv)

delivery of a draft of the Back Forty PEA Technical Report to the Purchaser;

(v)

payment by Aquila to the Purchaser of all documented out of pocket costs and expenses incurred by the Purchaser in connection with this Agreement, including all consultant, legal and auditor fees, as required, all efforts having been made by Purchaser to keep such costs and expenses to a minimum.

(c)

each time Aquila requests payment of an instalment of the Deposit, the Purchaser shall have received, in form, substance and detail satisfactory to the Purchaser, acting reasonably the following:

(i)

a duly completed and executed written notice (a “Deposit Request”), in each case no more than 45 days and no less than 30 days prior to the requested payment date of the Subsequent Deposit, requesting payment of the amounts under Section 3.1(e), 3.1(f) and 3.1(g), as applicable, including each of the following, updated to the date of the submission of the Deposit Request:

(A)

schedule of works for development of the Back Forty Project, including a reconciliation of works completed to date against the Operating Plan;

(B)

schedule of Project Costs, including a reconciliation of Project Costs incurred to date against the Operating Plan and a reconciliation of previous Deposit(s) against the use of such Deposit(s);

(C)

a certificate of a senior officer of Aquila that as of the date of the submission of the Deposit Request:

(1)

all of the representations and warranties made by Aquila and Back Forty pursuant to this Agreement are true and correct in all material respects (except for those representations which are qualified by materiality, which are true and correct in all respects) on and as of the date of the submission of such Deposit Request, except those representations and warranties made as of a specific date which shall continue to be true and correct in all material respects as of such date;

(2)

Aquila and Back Forty have complied in all material respects with their obligations under this Agreement, including their reporting obligations under Article 5;

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(3)

no Material Adverse Effect has occurred since the date of this Agreement;

(4)

no Aquila Event of Default (or event which with notice or lapse of time or both would become an Aquila Event of Default) has occurred and is continuing;

(5)

all Permits then required by Applicable Laws or the Operating Plan (if any) have been obtained for the conduct of development activities up to the date of the Deposit Request;

(6)

the development of the Back Forty Project and the associated Project Costs (at its then current stage of completion) is, in all material respects, in compliance with all applicable Permits, Applicable Law and the Operating Plan, except as otherwise disclosed therein; and

(7)

a statement as to its cash on hand;

(ii)

as at the date of each Subsequent Deposit:

(1)

all of the representations and warranties made by Aquila and Back Forty pursuant to this Agreement are true and accurate in all material respects (except for those representations which are qualified by materiality, which are true and correct in all respects) as of the date of the submission of the applicable Deposit Request, except those representations and warranties made as of a specific date which shall continue to be true and correct in all material respects as of such date;

(2)

Aquila and Back Forty have complied in all material respects with their obligations under this Agreement;

(3)

no Material Adverse Effect has occurred since the date of this Agreement;

(4)

no Aquila Event of Default has occurred and is continuing;

(5)

no event which with notice or lapse of time or both would become an Aquila Event of Default has occurred and is continuing; and

(iii)

all registrations, recordings and filings of or with respect to the Security Documents which, in the opinion of counsel to the Purchaser are necessary to render effective or enforceable against third parties or to perfect the Encumbrance intended to be created thereby shall have been completed, provided that in the event such registrations, recordings and filings can not

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be made as a result of any government closure in light of COVID-19, Purchaser will be satisfied as to this condition, with an undertaking to make such registrations, recordings as filings as soon as reasonably possible, and in any event, within 30 days of the lifting of any applicable government closures, such undertaking to be in form and substance acceptable to Purchaser acting reasonably.

(d)

The Fourth Deposit was funded upon satisfaction or waiver of the following conditions, in addition to those set out in Section 3.3(c):

(i)

the funding of the Third Deposit shall have been completed;

(ii)

in the event the payment date of the Fourth Deposit is more than one year after the date of the most recent title opinion delivered to the Purchaser pursuant to Section 3.2(c) or Section 3.3(b)(ii)(F), the Purchaser having received a legal opinion in form and substance satisfactory to the Purchaser, acting reasonably, of Aquila’s legal counsel addressed to the Purchaser relating to title to the Back Forty Property, provided that if such opinion cannot be made or completed as a result of any government closure in light of COVID-19, Purchaser agrees that this condition shall be satisfied by the Opinion Undertaking;

(iii)

Aquila having completed, concurrent with the funding of the Fourth Deposit, an equity financing or convertible unsecured subordinated debenture financing, such financing in an amount of not less than US$[REDACETED] and on terms and conditions acceptable to the Purchaser, acting reasonably;

(iv)

Aquila having entered into an engagement letter with a third party acceptable to the Purchaser, acting reasonably, in connection with the preparation of an updated Feasibility Study (the “Updated Feasibility Study”) with respect to the Back Forty Project; and

(v)

payment by Aquila to the Purchaser of all documented out of pocket costs and expenses incurred by the Purchaser in connection with this Agreement, including all consultant, legal and auditor fees, as required, all efforts having been made by Purchaser to keep such costs and expenses to a minimum.

(e)

In addition to the obligations set forth in Section 3.3(c), the obligations of the Purchaser to fund the Fifth Deposit pursuant to Section 3.1(f) shall be subject to the following conditions having been satisfied:

(i)

the funding of the Fourth Deposit shall have been completed;

(ii)

in the event the payment date of the Fifth Deposit is more than one year after the date of the most recent title opinion delivered to the Purchaser pursuant to Section 3.2(c) or Section 3.3(b)(ii)(F), the Purchaser having received a legal opinion in form and substance satisfactory to the Purchaser,

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acting reasonably, of Aquila’s legal counsel addressed to the Purchaser relating to title to the Back Forty Property; and

(iii)

Aquila and Back Forty:

(A)

[REDACETED - COMMERCIALLY SENSITIVE]; and

(B)

[REDACETED - COMMERCIALLY SENSITIVE].

(f)

In addition to the obligations set forth in Section 3.3(c), the obligations of the Purchaser to fund the Sixth Deposit pursuant to Section 3.1(g) shall be subject to the following conditions having been satisfied:

(i)

the funding of the Fifth Deposit shall have been completed;

(ii)

the Purchaser having received a legal opinion in form and substance satisfactory to the Purchaser, acting reasonably, of Aquila’s legal counsel addressed to the Purchaser relating to title to the Back Forty Property;

(iii)

Aquila or its Affiliate shall have entered into finance documentation evidencing the Project Facility and all conditions precedent to draw down thereunder have been satisfied (other than the funding of the Sixth Deposit);

(iv)

At least two Business Days prior to each draw down under the Project Facility, Aquila shall have delivered to the Purchaser a certificate of a senior officer of Aquila certifying the amount of funds that Aquila or its Affiliate will be drawing down under the Project Facility and the date on which such draw down will occur; and

(v)

the aggregate amount of the Sixth Deposit, the Project Facility, any other Permitted Indebtedness and all other available cash on hand and short term investments shall be reasonably sufficient to fund the majority of the pre- production capital costs of the Back Forty Property as set forth in the Updated Feasibility Study,

provided that the Purchaser shall be obligated to fund only that percentage of the Sixth Deposit which is equal to the percentage of the full amount of the draw down under the Project Facility that has been drawn down under the Project Facility. For

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greater certainty, the Purchaser shall not be required to fund the entire amount of the Sixth Deposit until the full amount of the Project Facility has been drawn down. For example, if the full amount of the draw down under the Project Facility is $[REDACETED] and Aquila or its Affiliate draws down $[REDACETED], which represents [REDACETED]% of the full amount of the draw down under the Project Facility, the Purchaser shall be obligated to fund $[REDACETED], which represents [REDACETED]% of the Sixth Deposit, in connection with such draw down under the Project Facility, and the balance of the Sixth Deposit will equal $[REDACETED] and will be funded in proportion to further draw downs under the Project Facility.

(g)

The Interim Deposit was funded upon satisfaction or waiver of the following conditions:

(i)

all registrations, recordings and filings, if any, of or with respect to the Security Documents which, in the opinion of counsel to the Purchaser are necessary to render effective or enforceable against third parties shall have been completed, or, in the event such registrations, recordings and filings cannot be made or completed as a result of any government closure in light of COVID-19, delivery of an undertaking of Back Forty and Aquila in form and substance acceptable to Purchaser, acting reasonably, to make or cause to be made such registrations, recordings and filings as soon as is reasonably possible following the date hereof, and in any event, within 30 days following the lifting of any applicable government closures (the “Registration Undertaking”); and

(ii)

delivery of a certificate of a senior officer of Aquila in the form prescribed by Section 3.3(c)(i)(C) and including a covenant to use the Interim Deposit to fund the preparation of an NI 43-101 compliant mineral resource estimate, dated on the Interim Deposit Funding Date.

3.4

Use of Deposit

Aquila will cause the entire amount of the Deposit to be used, directly or indirectly, for the Project Costs associated with the development, construction and working capital requirements of the Back Forty Project.

3.5

Deposit Record

Aquila shall, at all times, maintain a record of the Deposit Balance (the “Deposit Record”), reflecting each payment of an instalment of the Deposit and each credit against the Deposit pursuant to Section 2.4(a) and the dates of such payments and credits. Aquila shall, upon request of the Purchaser, provide the Purchaser with a copy of the Deposit Record.

3.6

Satisfaction of Conditions Precedent

(a)

Aquila and Back Forty shall use all commercially reasonable efforts and take all commercially reasonable action as may be necessary or advisable to satisfy and fulfil all the conditions with respect to it set forth in Sections 3.2 and 3.3 by the date provided or, if no date is provided, as promptly as reasonably practicable. The

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Parties shall co-operate in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing.

(b)

Each of the conditions set forth in Sections 3.2 and 3.3 is for the exclusive benefit of the Purchaser, and may be waived by the Purchaser in its sole discretion in whole or in part in writing.

(c)

For greater certainty, Aquila and Back Forty acknowledge and agree that the absence of satisfaction of any or all of the conditions set forth in Sections 3.2 and 3.3 shall not relieve Aquila and Back Forty from their obligations under this Agreement.

3.7

Closing Deliveries of the Purchaser

On the Interim Deposit Funding Date, Purchaser hereby agrees to deliver to Seller, the Interim Deposit.

ARTICLE 4
TERM

4.1

Term

(a)

The term of this Agreement commenced on the date of the Original GPA and, subject to Sections 4.1(b) or (c), shall continue until the date that is 40 years after the date of the Original GPA (the “Initial Term”) and thereafter shall automatically be extended for successive 10-year periods (each an “Additional Term” and, together with the Initial Term, the “Term”).

(b)

Notwithstanding Section 4.1(a), the Purchaser may terminate this Agreement as of the expiry of the Initial Term or current Additional Term, as applicable, by written notice to Aquila within 30 days prior to the date on which the then applicable Initial Term or Additional Term is to expire.

(c)

This Agreement (i) may also be terminated by the Parties on mutual written consent or by either the Purchaser or Aquila and Back Forty for an event of default in accordance with Article 11 or Article 12, respectively, and (ii) shall be terminated automatically in the circumstances and on the terms set out in Section 15.15(b).

(d)

If by the expiry of the Initial Term or any Additional Term Aquila has not sold and delivered to the Purchaser an amount of Refined Gold sufficient to reduce the Deposit Balance to nil, as calculated in accordance with Section 2.4(a), then Aquila will pay the Deposit Balance to the Purchaser within 30 days after the termination date.

4.2

Survival

The following provisions shall survive termination of this Agreement: Section 4.2; Section 5.5(a) (for a period of 24 months); Section 6.6; Article 9; Section 10.3; Section 11.2; Section 12.2; Article 13; Article 14; Section 15.1; Section 15.4; Section 15.5; Section 15.7; Section 15.8; Section

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15.9; Section 15.10; Section 15.11; Section 15.12; Section 15.13; and Schedule D, and such other provisions of this Agreement as are required to give effect thereto.

ARTICLE 5

REPORTING; BOOKS AND RECORDS; INSPECTIONS

5.1

Monthly Reporting

On or before the fifteenth Business Day after the end of each calendar month during the Term, Back Forty shall provide to the Purchaser:

(a)

a Monthly Development and Operations Report; and

(b)

commencing after the first commercial sale of Minerals, a Monthly Production and Sales Report.

5.2

Annual Reporting

Back Forty shall provide the Purchaser:

(a)

no later than February 28 of each calendar year during the Term, an Annual Compliance Certificate and an Annual Development and Operations Report; and

(b)

no later than 45 days preceding the commencement of each calendar year during the Term, an Annual Forecast Report in respect of such upcoming calendar year.

5.3

Ongoing Reporting

Back Forty shall deliver or furnish, or cause to be delivered or furnished, to the Purchaser:

(a)

written notice of the Commencement of Commercial Production (within five Business Days of such occurrence) along with copies of:

(i)

any updated NI 43-101 technical reports or mineral reserve and mineral resource estimates produced that pertain to the Back Forty Property;

(ii)

any material engineering or technical studies relating to the Back Forty Project; and

(iii)

all material reports, certificates, documents and notices which are delivered to Back Forty or any PSA Entity by or on behalf of any third-party consultant, including any and all monthly construction reports delivered to Back Forty or any PSA Entity; and

(b)

written notice of each of the following events promptly upon any Aquila Group Entity becoming aware of or having knowledge of such event:

(i)

any material damages suffered to the Back Forty Project for which Back Forty or any PSA Entity has or plans to make any insurance claim;

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(ii)

all material actions, suits and proceedings before any Governmental Authority or arbitrator pending, or to Back Forty’s knowledge threatened, against or directly affecting Back Forty, any PSA Entity or the Back Forty Project, including any actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to Back Forty’s knowledge threatened, against or affecting Back Forty or any PSA Entity, or with respect to the ownership, use, maintenance and operation of the Back Forty Property;

(iii)

any default by any party under or termination or threatened termination of any Material Contract;

(c)

the occurrence of any Aquila Event of Default, or any event or circumstance which with notice or lapse of time or both would become an Aquila Event of Default or upon the determination by Aquila or Back Forty that an Aquila Event of Default is pending;

(d)

any material disputes or disturbances involving Native Americans or other local communities;

(e)

any threat to revoke or suspend any material Permit;

(f)

any event, circumstance or fact that could give rise to an “Event of Default” as defined under any Project Facility or any Indebtedness of any PSA Entity or Back Forty without any amendments or waivers from the lenders thereunder in a principal amount of: (a) prior to the execution and availability of a Project Facility, $[REDACETED] or more; or (b) following the execution and availability of a Project Facility, $[REDACETED] or more; and

(g)

any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect;

in each case, accompanied by a written statement by a senior officer of Back Forty setting forth details of the occurrence referred to therein.

5.4

Provision of Reports

Upon notice to Seller by the Purchaser at any time and from time to time, Back Forty shall cease to provide any reports identified for the time period specified in such notice.

5.5

Books and Records

(a)

Each of Back Forty and Aquila shall, and Aquila shall cause the other PSA Entities and Aquila Parent to, keep true, complete and accurate books and records of all of Back Forty’s and the PSA Entities’ respective operations and activities with respect to the Back Forty Project and this Agreement, including the mining and production of all Minerals therefrom and the mining, treatment, processing, milling, transportation and sale or refining of all Minerals, and all operating or capital costs.

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(b)

Each of Back Forty and Aquila shall, and Aquila shall cause the other PSA Entities to, permit the Purchaser and its authorized representatives and agents to perform audits or other reviews and examinations of their books and records and other information relevant to the production, delivery and determination of Produced Gold and Payable Gold and compliance with this Agreement from time to time at reasonable times at the Purchaser’s sole risk and expense and not less than ten Business Days’ notice, provided that the Purchaser and its authorized representatives and agents will not exercise such rights more often than once during any calendar year absent the existence of an Aquila Event of Default, or absent a material deficiency identified during a previous audit or review, in which case such rights may be exercised not more than once during any calendar quarter until no material deficiencies are identified during four consecutive audits or reviews, at which point the Purchaser will once again be limited to exercising such rights once per calendar year. The Purchaser shall diligently complete any audit or other examination permitted hereunder.

(c)

If any technical report prepared in accordance with NI 43-101 is prepared on behalf of any Aquila Group Entity on the Back Forty Project, Back Forty shall provide to the Purchaser an advanced draft copy (and a reasonable opportunity to comment thereon) of such technical report before it is filed on SEDAR or otherwise made publicly available and in any event not less than five Business Days before it is so filed or made public.

(d)

If the Purchaser or any of its Affiliates is required by Applicable Law to prepare a technical report under NI 43-101 (or similar report) in respect of the Back Forty Property, as determined by the Purchaser acting reasonably, Back Forty shall cooperate with and allow the Purchaser and its authorized representatives to access technical information pertaining to the Back Forty Property and complete site visits at the Back Forty Property so as to enable the Purchaser or its Affiliates, as the case may be, to prepare the technical report (or similar report) in accordance with NI 43- 101 (or any other applicable Canadian and/or U.S. and/or stock exchange rules and policies governing the disclosure obligations of the Purchaser or any of its Affiliates) at the sole cost and expense of the Purchaser. At reasonable times and with the prior consent of Back Forty (not to be unreasonably withheld or delayed), at the sole risk and expense of the Purchaser, the Purchaser and its authorized representatives shall have a right of access to all surface and subsurface portions of the Back Forty Project, to any mill, smelter, concentrator or other processing facility owned or operated by any Aquila Group Entity that is used to process Minerals and to any related operations of the Aquila Group Entities for the purpose of enabling the Purchaser to comply with the obligations of the Purchaser or any of its Affiliates under NI 43-101 (or any other applicable Canadian and/or U.S. Securities Laws and/or stock exchange rules and policies governing the disclosure obligations of the Purchaser or any of its Affiliates), as determined by the Purchaser acting reasonably.

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5.6

Inspections

Upon no less than ten Business Days’ notice to Back Forty and subject at all times to the workplace rules and supervision of Back Forty, Back Forty shall grant, or cause to be granted, to the Purchaser and its representatives and agents, at reasonable times and at the Purchaser’s sole risk and expense, the right to access the Back Forty Property, the processing facilities related to the Back Forty Project and other facilities of the Back Forty Project, in each case to monitor the mining, processing and infrastructure operations relating to the Back Forty Project and to permit a qualified person to complete a personal inspection of the Back Forty Project in connection with the preparation on behalf of the Purchaser or any of its Affiliates of any technical report in accordance with NI 43- 101 in the Purchaser’s reasonable opinion required by Applicable Laws. The Purchaser may avail itself of such right of access a maximum of once per calendar year absent a deficiency identified during a previous inspection of the Back Forty Property, in which case such rights may be exercised not more than once during any calendar quarter until no material deficiencies are identified during four consecutive inspections, at which point the Purchaser will once again be limited to exercising such rights once per calendar year, and except where additional access is requested by the Purchaser in order to prepare a technical report in its opinion required to be filed pursuant to NI 43-101. The Purchaser shall diligently complete any inspection permitted hereunder.

5.7

Technical Committee

The Seller shall cause the Technical Committee to remain a committee of the board of directors with the applicable responsibilities and oversight of the Back Forty Project as the board of directors of the Seller may determine appropriate from time to time. The Seller shall permit a representative of the Purchaser to attend each meeting of the Technical Committee convened, with the Technical Committee to meet no less than once each fiscal quarter. The representative of the Purchaser shall be entitled to receive proper notice of all Technical Committee meetings and to receive all materials prepared and provided to the members of the Technical Committee, whether in advance of, or provided at, the meeting, and any reports prepared by the Technical Committee and delivered to the board of directors of the Seller, and the representative of the Purchaser may ask questions of the Technical Committee members as are appropriate and reasonable in the circumstances.

ARTICLE 6
COVENANTS

6.1

Conduct of Operations

(a)

Back Forty shall operate the Back Forty Project on a commercial basis as though it has the full economic interest in the gold produced from the Back Forty Property in the absence of this Agreement and as if it was entitled to receive the Reference Price for all gold produced. Back Forty shall ensure that (i) all cut-off grade, short term mine planning and production decisions concerning the Back Forty Project shall be based on gold prices typical of Good Industry Practice, and (ii) all longer term planning and resource and reserve calculations concerning the Back Forty Project shall use Mineral prices based on Good Industry Practice. Back Forty shall ensure that all Minerals will be processed in a manner consistent with the Operating Plan.

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(b)

Back Forty shall perform all exploration, development, and mining operations and activities pertaining to or in respect of the Back Forty Project in accordance in all material respects (having a view to the reasonable interests of the Purchaser) with the Operating Plan and with all Applicable Laws and Permits and Good Industry Practice.

(c)

Subject to Sections 6.1(a) and (b), all decisions regarding the Back Forty Project, including all decisions concerning the methods, extent, times, procedures and techniques of any (i) exploration, development and mining related to the Back Forty Project, including spending on operating and capital expenditures, (ii) leaching, milling, processing or extraction, (iii) decisions to operate, expand or continue to operate the Back Forty Project or any portion thereof, including with respect to closure and care and maintenance, (iv) decisions to take or refrain from taking any action in order to maintain gold recovery or production, (v) materials to be introduced on or to the Back Forty Project, and (vi) except as provided herein, the sale of Minerals and sales strategy including decisions regarding the sale of gold and terms thereof, shall be made by Aquila, in its sole discretion.

(d)

Neither Seller nor Back Forty shall be responsible for or obligated to make any deliveries of Refined Gold or Minerals, or of the value thereof, lost in any mining or processing of Minerals conducted in accordance with internationally accepted mining, processing and milling practices and Good Industry Practice.

(e)

Back Forty and Aquila shall use all commercially reasonable efforts to obtain and, once obtained, maintain all Permits necessary to commence and continue development operations on the Back Forty Project in accordance with the Operating Plan.

(f)

Back Forty shall, timely and fully perform, pay and observe, or cause to be performed, observed and paid, any and all liabilities and obligations required by any Applicable Laws, Permits or by any Governmental Authority for the reclamation, restoration or closure of any facility or land used in connection with Back Forty’s operations or activities at, on or in respect of the Back Forty Project or required under this Agreement.

(g)

Prior to the Deposit Reduction Date, the Operating Plan may not be amended, supplemented or replaced without the prior written approval of the Purchaser, acting reasonably, provided for greater certainty that it will be reasonable for the Purchaser not to approve any amendment to the Operating Plan that (i) is not in accordance with Good Industry Practice and (ii) would result in a reduction of Payable Gold of greater than 10% only in respect of the open pit portion of the Back Forty Project. Notwithstanding the foregoing, the Updated Feasibility Study shall become the Operating Plan upon its approval by Aquila’s board of directors and the Purchaser.

6.2

Preservation of Corporate Existence and Property/No Encumbrances

(a)

Except as otherwise permitted pursuant to Section 7.2, Back Forty and Aquila shall, and Aquila should cause each of the other PSA Entities and Aquila Parent to, at all

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times from and after the date hereof to do and cause to be done all things necessary or advisable to maintain its corporate existence. Aquila shall not, and shall not permit any other PSA Entity or Aquila Parent to, merge or amalgamate with another PSA Entity if it would adversely impact the Purchaser’s rights under the Transaction Documents. Neither Back Forty nor Aquila shall, and Aquila shall not permit any other PSA Entity to, change its name or the jurisdiction of its chief executive office or the jurisdiction in which any of its tangible assets are located without providing the Purchaser with 15 days’ prior written notice.

(b)

Back Forty and Aquila shall at all times do or cause to be done all things necessary to maintain the Back Forty Property in good standing, including paying or causing to be paid all Taxes owing in respect thereof, performing or causing to be performed all required assessment work thereon, paying or causing to be paid all claim, permit and license maintenance fees in respect thereof, paying or causing to be paid all rents and other payments in respect of leased properties forming a part thereof or otherwise payable under any purchase, option or similar agreements relating thereto and otherwise maintaining the Back Forty Property in accordance with Applicable Laws.

(c)

Neither Back Forty nor Aquila shall, and Aquila shall not permit any other PSA Entity or Aquila Parent to, create, assume, grant or permit to exist any Encumbrance in respect of all or any part of the Back Forty Project, the Collateral or the Guarantor Collateral, except for a Permitted Encumbrance. Each of Back Forty and Aquila shall, and Aquila shall cause each other PSA Entity and Aquila Parent to, take all steps to preserve and maintain the Security as a perfected first-ranking Encumbrance on all of the Collateral, subject only to (i) Permitted Encumbrances; and (ii) the Intercreditor Agreement.

(d)

The Purchaser, at its own expense, may undertake such investigation of the title and status of the Back Forty Property as it shall deem necessary. If that investigation should reveal material defects in the title (which shall not include Permitted Encumbrances), Back Forty shall forthwith proceed to cure such title defects to the satisfaction of the Purchaser, acting reasonably. If Back Forty fails to so cure such material defects within 30 days of such notice from the Purchaser: (i) the Purchaser may proceed to cure such title defects; (ii) any costs and expenses incurred (including reasonable attorney’s fees and costs) by the Purchaser in connection with curing such title defects shall be promptly reimbursed by Back Forty; and (iii) the Purchaser may lien such properties for such amounts until Back Forty reimburses the Purchaser in full.

6.3

Processing/Commingling

Back Forty shall not process Other Minerals through the processing facilities related to the Back Forty Project in priority to or in place of, or commingle Other Minerals with, Minerals which are or can be mined, produced, extracted or otherwise recovered from the Back Forty Property, unless: (i) an Aquila Group Entity has adopted and employs reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors (a “Commingling Plan”), such Commingling Plan to ensure the division of Other Minerals and

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Minerals for the purposes of determining the quantum of the Produced Gold; (ii) the Purchaser shall not be disadvantaged as a result of the processing of Other Minerals in place of, in priority to, or concurrently with, Minerals; (iii) the Purchaser has, acting reasonably, approved the Commingling Plan and all significant changes to such plan which may be proposed from time to time, such approval not to be unreasonably withheld, delayed or conditional; and (iv) Back Forty keeps all books, records, data and samples required by the Commingling Plan and makes such books, records, data and samples available to the Purchaser in accordance with Section 5.5(b).

6.4

Offtake Agreements

(a)

Back Forty shall ensure that, when Minerals that contain Produced Gold are sold, all such Minerals are sold to an Offtaker pursuant to an Offtake Agreement. Back Forty shall not sell unprocessed Minerals from the Back Forty Property.

(b)

During the Term, Aquila shall ensure that all Offtake Agreements entered into by an Aquila Group Entity shall be on commercially reasonable arm’s length terms and conditions for concentrates similar in make-up and quality to those derived from the Minerals, and shall include industry standard reporting and payment settlement protocols and provisions that require the delivery of Offtaker Settlement Sheets and appropriate and separate sampling and assaying so that Back Forty and the applicable Offtaker can determine the grade or content of Produced Gold and other metals in each delivery to an Offtaker. In the case of an Offtake Agreement entered into by an Aquila Group Entity with an Affiliate or other non-arm’s length party, in addition, the Offtake Agreement shall be on terms consistent with market practice. For greater certainty, any variances in an Offtake Agreement from the percentages used to determine Payable Gold under this Agreement shall be for the sole account of Back Forty and shall not affect the amount of Refined Gold to be sold and delivered to the Purchaser under this Agreement.

(c)

Aquila shall ensure that the Aquila Group Entities deliver all Minerals that include Produced Gold to each Offtaker, in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement.

(d)

With respect to any Offtake Agreement to be entered into after the date of this Agreement, Back Forty shall provide to the Purchaser a final signed copy of such Offtake Agreement within 15 days after the execution thereof by each of the parties thereto.

(e)

Aquila shall cause the Aquila Group Entities to take all commercially reasonable steps to enforce their respective rights and remedies under each Offtake Agreement with respect to any breaches of the terms thereof relating to the timing and amount of Offtaker Settlements in respect of Produced Gold to be made thereunder. Back Forty shall notify the Purchaser in writing when any dispute in respect of a material matter arising out of or in connection with any Offtake Agreement is commenced in respect of Produced Gold and shall provide the Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute as the case may be.

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6.5

Insurance

(a)

Back Forty shall, and Aquila shall cause the PSA Entities to, maintain at all times with reputable insurance companies insurance in good standing with respect to the Back Forty Project and the operations conducted on and in respect thereof against such casualties, losses and contingencies and of such types and in such amounts that are consistent with Good Industry Practice, which for certainty shall include, following Commencement of Commercial Production, business interruption insurance.

(b)

Prior to the Deposit Reduction Date, where any Aquila Group Entity has received payment under an insurance policy in respect of the Back Forty Project as a result of an event that does or is reasonably likely to materially reduce the amount of Produced Gold from the Back Forty Project in any one or more years, Aquila shall cause such Aquila Group Entity either (i) to use, subject to the Intercreditor Agreement and any intercreditor agreement entered into in connection with the Project Facility, all Net Proceeds of any insurance payment received by any Aquila Group Entity to rebuild or repair the Back Forty Project, or (ii) to pay the Applicable Percentage of the Net Proceeds of any insurance payment received by any Aquila Group Entity in respect thereof to the Purchaser within 10 days after receipt of such proceeds by such Aquila Group Entity. In this Section 6.5(b), “Applicable Percentage” means the Purchaser’s share of the Net Proceeds of such insurance payment received by any Aquila Group Entity, the Purchaser’s share being calculated as the ratio of (i) the Net Present Value of the Remaining Stream to (ii) the Project Net Present Value. A failure to agree on the foregoing proportion is arbitrable under Section 15.1.

(c)

Back Forty shall ensure that each Lot shipped is adequately insured in such amounts and with coverage consistent with Good Industry Practice, until the time that risk of loss and damage for such Minerals is transferred to the Offtaker.

(d)

Where any Aquila Group Entity has received payment under an insurance policy in respect of a shipment of a Lot that is lost or damaged after leaving the Back Forty Project and before the risk of loss or damage is transferred to the Offtaker, Back Forty shall use the Applicable Percentage of the Net Proceeds of any insurance payment received by an Aquila Group Entity in respect thereof to acquire Refined Gold in accordance with Section 2.1(c) and shall sell and deliver to the Purchaser (without duplication to the extent previously sold and delivered to the Purchaser by Back Forty) such amount of Refined Gold at the applicable Gold Purchase Price, as applicable. In this Section 6.5(d), “Applicable Percentage” means an amount equal to the percentage content of Produced Gold in the portion of such Lot that was lost or damaged based on: (i) in the case of loss or damage of a partial shipment, the dry weight determined by weighing, sampling and moisture determination on loading of the Minerals and the agreed assays for gold on the part of the Minerals which have been delivered; and (ii) in the case of loss or damage of a complete shipment, on the dry weight determined at loading and the mine’s provisional assays; in each case based on the respective market prices of the metals contained in such Lot as determined by the insurance settlement documents.

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(e)

Where any Aquila Group Entity has received payment under any business interruption insurance policy in respect of a business interruption that does or is reasonably likely to materially reduce or delay the amount of Produced Gold from the Back Forty Project in any one or more years, (i) the Net Proceeds of such payment shall be allocated between the Seller and the Purchaser in proportion to their respective interests, as determined below, and (ii) the portion of the Net Proceeds allocated to the Purchaser shall be used by the Seller to purchase Refined Gold for sale and delivery to the Purchaser in the following manner:

(i)

Purchaser’s interest in such Net Proceeds shall be in proportion to relative value of the Designated Percentage of Payable Gold as a proportion of the Produced Gold that is not produced during the period of business interruption and in respect of which any Aquila Group Entity receives a payment under such business interruption insurance policy;

(ii)

the amount of Refined Gold deliverable to the Purchaser shall be determined by dividing the portion of the Net Proceeds allocated to the Purchaser in accordance with Section 6.5(e)(i) by the Reference Price on the date that the Net Proceeds were received by an Aquila Group Entity; and

(iii)

the Refined Gold determined in accordance with Section 6.5(e)(ii) shall be delivered by the Seller to the Purchaser in accordance with this Agreement within five (5) Business Days of the date on which the Net Proceeds were received by an Aquila Group Entity, and the Purchaser shall pay the Gold Purchase Price within five (5) Business Days of such delivery.

Ounces of Refined Gold delivered to the Purchaser pursuant to this Section 6.5(e) shall constitute Designated Percentage of Payable Gold for all purposes of this Agreement.

6.6

Confidentiality

(a)

Each Party (a “Receiving Party”) agrees that it shall maintain as confidential and shall not disclose, and shall cause its Affiliates, employees, officers, directors, advisors and representatives to maintain as confidential and not to disclose, the terms contained in this Agreement and all information (whether written, oral or in electronic format) received or reviewed by it as a result of or in connection with this Agreement, including any Offtake Agreement provided under Section 6.4 (collectively, the “Confidential Information”), provided that a Receiving Party may disclose Confidential Information in the following circumstances:

(i)

to its auditor, legal counsel, lenders, underwriters and investment bankers and to persons (“Third Parties”) with which it is considering or intends to enter into a transaction for which such Confidential Information would be relevant (and to advisors and representatives of any such person), provided that (i) such persons are advised of the confidential nature of the Confidential Information, undertake to maintain the confidentiality of it and are strictly limited in their use of the Confidential Information to those purposes necessary for such persons to perform the services for which they

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were, or are proposed to be, retained by the Receiving Party or to consider or effect the applicable transaction, as applicable and (ii) in the case of Third Parties, such Third Parties shall not be provided with Confidential Information other than an unredacted copy of this Agreement and any related agreements entered into in connection herewith and information regarding deliveries and payments received hereunder, without the prior written consent of Back Forty or the Purchaser, as the case may be, such consent not to be unreasonably withheld;

(ii)

subject to Sections 6.6(c) and 15.6, where that disclosure is necessary to comply with Applicable Laws, court order or regulatory request, provided that such disclosure is limited to only that Confidential Information so required to be disclosed and, where applicable, that the Receiving Party will have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled;

(iii)

for the purposes of the preparation and conduct of any arbitration or court proceeding commenced under Section 15.1;

(iv)

where such information is already available to the public other than by a breach of the confidentiality terms of this Agreement or is known by the Receiving Party prior to the entry into of this Agreement or obtained independently of this Agreement and the disclosure of such information would not breach any other confidentiality obligations;

(v)

with the consent of the disclosing Party; and

(vi)

to its Affiliates and those of its and its Affiliates’ partners, limited partners, directors, officers, employees, advisors and representatives who need to have knowledge of the Confidential Information, provided that such persons are advised of the confidential nature of the Confidential Information and undertake to maintain the confidentiality of it.

(b)

Each Party shall ensure that its Affiliates and its and its Affiliates’ employees, directors, officers, advisors and representatives and those persons listed in Section 6.6(a)(i) are made aware of this Section 6.6 and comply with the provisions of this Section 6.6. Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by such persons.

(c)

No Party shall file this Agreement on SEDAR without reasonable prior consultation with the other Party and the Parties shall consult with each other with respect to any proposed redactions to this Agreement in compliance with Applicable Laws before it is filed on SEDAR.

6.7

Restrictions on Business

Aquila shall not, and shall not permit any other PSA Entity to carry on any business other than the holding of Shares of other PSA Entities or Back Forty (and, in the case of Aquila, the holding,

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management and/or disposition, directly or indirectly, of any or all of the Excluded Assets, which shall be permitted for all purposes of this Agreement) and any activities incidental thereto including making of any equity investment in, or loan to, any PSA Entity or the provision of management, administration or similar services to any PSA Entity or as reasonably required to perform its obligations under the Security Documents.

6.8

Non-Arm’s Length Transactions

Without limiting Section 6.4, neither Aquila nor Back Forty shall, and Aquila shall not permit any other PSA Entity to, engage in any transaction or arrangements with any Aquila Group Entity, including the provision, purchase, sale or receipt of any service, asset or payment, except (i) pursuant to the Aquila Offtake Agreement, (ii) in the ordinary course of business, including in respect of intra-group management, administration or similar services, at prices and on terms and conditions at least as favourable to Back Forty or such PSA Entity as could be obtained on an arm’s-length basis from unrelated third parties, (iii) equity investments made in PSA Entities and subordinated Indebtedness of PSA Entities owing to other Aquila Group Entities incurred in accordance with the terms of this Agreement, or (iv) as otherwise expressly permitted pursuant to this Agreement.

6.9

Indebtedness

(a)

Prior to the Deposit Reduction Date, Back Forty shall not incur or assume or become liable for, and Aquila shall not and shall not permit any other PSA Entity to incur or assume or become liable for, any Indebtedness, except for Permitted Indebtedness.

(b)

For greater certainty, Back Forty and any PSA Entity may enter into a Project Facility, provided that such Project Facility, together with any other Permitted Indebtedness or equity financing of Aquila that has been obtained by Aquila or Back Forty in connection with the Back Forty Project is sufficient to fund the capital costs of the Back Forty Project as set forth in a Feasibility Study, including any contingencies set forth therein.

(c)

If Seller or any other PSA Entity wishes to enter into a Project Facility prior to the Deposit Reduction Date or grant an Encumbrance over any Collateral following the Deposit Reduction Date, then the Purchaser agrees to enter into an intercreditor agreement with such Lender or secured party, as applicable, and the applicable PSA Entity (such agreement to be negotiated promptly on terms acceptable to the Purchaser in its sole discretion).

6.10

Updated Feasibility Study

Aquila and Back Forty shall use all reasonable efforts to complete the Updated Feasibility Study as soon as practicable.

6.11

[REDACETED - COMMERCIALLY SENSITIVE]

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ARTICLE 7
TRANSFERS OF INTERESTS

7.1

Prohibited Transfers

Except as set out in Section 7.2, in connection with a Pre-approved Change of Control, or with the Purchaser’s prior written consent, Aquila and Back Forty shall not, and Aquila shall ensure that none of the other PSA Entities:

(a)

Transfer, in whole or in part, the Back Forty Project, the Collateral or any Guarantor Collateral (other than any Permitted Dispositions); or

(b)

agree to, or enter into any agreement, arrangement or other transaction with any person that would cause, or otherwise allow or permit to exist, a Change of Control of Back Forty or any PSA Entity.

7.2

Permitted Transfers and Changes of Control

Following the Commencement of Commercial Production, Section 7.1 shall not prohibit a Transfer or Change of Control if:

Transfer of the Back Forty Project, Collateral or Guarantor Collateral

(a)

in the case of a Transfer of the Back Forty Project, Collateral or Guarantor Collateral to a person that is not a PSA Entity:

(i)

Aquila shall have provided the Purchaser with at least 30 days prior written notice of the proposed Transfer;

(ii)

Aquila, Back Forty and the other PSA Entities, as applicable, Transfer all, but not less than all, of the Back Forty Project, Collateral or Guarantor Collateral (other than leased personal property that is not material to the Back Forty Project that, by the terms of the lease, may not be transferred) to the same transferee;

(iii)

Aquila and Back Forty transfer and assign all rights and obligations under this Agreement to the same transferee concurrently with any such Transfer, and such transferee and the persons in respect of which such transferee is a subsidiary assume in favour of the Purchaser all of Aquila’s and Back Forty’s respective obligations under this Agreement pursuant to an

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agreement in form and substance satisfactory to the Purchaser, acting reasonably;

(iv)

the transferee, its Affiliates and each person in respect of which such transferee is a subsidiary or otherwise has a direct or indirect interest in the Back Forty Project grants the same charges and security interests in, to and over the Collateral and the Guarantor Collateral, and enters into the same Security Documents, including guarantees, entered into by Aquila, Back Forty and the other PSA Entities pursuant to Sections 8.1 and 9.2;

(v)

the transferee complies with the conditions set forth in Section 3.3(c)(iii);

(vi)

there is no Event of Default (or an event which with notice or lapse of time or both would become an Event of Default) that has occurred and is continuing;

(vii)

the Purchaser does not reasonably expect such Transfer or Change of Control to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to “Aquila”, the “Seller”, and “PSA Entity” shall instead refer to the applicable transferee entity or Affiliate of the transferee entity);

(viii)

if the Transfer occurs prior to the Deposit Reduction Date, the Purchaser is satisfied that the transferee is an Approved Purchaser;

(ix)

all necessary consents and approvals of any Governmental Authority or other person are obtained or satisfied with respect to such Transfer; and

(x)

if the transferee, and any other persons in respect of which such transferee is a subsidiary and has entered into a guarantee, has any outstanding Indebtedness secured by the same assets as this Agreement and the Security Documents, their secured lenders shall have entered into an intercreditor agreement with the Purchaser on terms consistent with Section 6.9(c).

Change of Control

(b)

in the case of a Change of Control of Back Forty or the PSA Entities (excluding, for the avoidance of doubt, a Pre-approved Change of Control):

(i)

Aquila shall have provided the Purchaser with at least 30 days prior written notice of the proposed Change of Control;

(ii)

the person acquiring control of Back Forty or the PSA Entities (or if such person is controlled by another person, the persons in respect of which such person is a subsidiary) assumes in favour of the Purchaser all of the obligations of Aquila and Back Forty under this Agreement, such assumption to occur by an agreement in form and substance satisfactory to the Purchaser, acting reasonably (following which Aquila and Back Forty shall be released from their obligations under this Agreement);

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(iii)

if the person is acquiring control of a PSA Entity, the person contemporaneously acquires, directly or indirectly, all of the PSA Entities;

(iv)

the person acquiring control of Back Forty or the PSA Entities and each person in respect of which such person is a subsidiary, if applicable, grants, to the extent applicable, the same charges and security interests in, to and over the Collateral and the Guarantor Collateral, and enters into the same Security Documents entered into by Back Forty and the PSA Entities pursuant to Sections 8.1 and 9.2;

(v)

the person acquiring control of Back Forty and the PSA Entities complies with the conditions set forth in Section 3.3(c)(iii);

(vi)

there is no Event of Default (or an event which with notice or lapse of time or both would become an Event of Default) that has occurred and is continuing;

(vii)

the Purchaser does not reasonably expect such Transfer or Change of Control to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to “Aquila” shall instead refer to the applicable acquiring entity or Affiliate of the acquiring entity);

(viii)

in the event of a Change of Control prior to the Deposit Reduction Date, the Purchaser is satisfied that the acquiring person is an Approved Purchaser;

(ix)

all necessary consents and approvals of any Governmental Authority or other person are obtained or satisfied with respect to such Transfer; and

(x)

if the acquiring person, and any other persons in respect of which such acquiring person is a subsidiary and has entered into a guarantee, has any outstanding Indebtedness secured by the same assets as this Agreement and the Security Documents, their secured lenders shall have entered into an intercreditor agreement with the Purchaser on terms consistent with Section 6.9(c).

Inter-corporate Transfers

(c)

in the case of a direct or indirect Transfer of the Back Forty Project, Collateral or Guarantor Collateral to a PSA Entity:

(i)

Aquila shall have provided the Purchaser with at least 30 days prior written notice of the proposed Transfer;

(ii)

Aquila provides a confirmation in favour of the Purchaser that its obligations under this Agreement shall continue in full force and effect despite any such Transfer;

(iii)

the provisions of Section 7.2(a) are complied with mutatis mutandis, except for Section 7.2(a)(viii);

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(iv)

if less than all of the Back Forty Project, Collateral or Guarantor Collateral are Transferred then Back Forty provides a confirmation in favour of the Purchaser that its obligations under the Agreement shall continue in full force and effect despite any such Transfer;

(v)

the transferee shall have no Indebtedness other than Permitted Indebtedness; and

(vi)

if, following such Transfer, the transferor has no direct or indirect interest in the Back Forty Project, the Collateral or in any PSA Entity and has not received Distributions of any of the Deposit other than in respect of or for purposes of satisfying the provisions regarding use of the Deposit as set out in Section 3.4 or in respect of Permitted Indebtedness, such transferor shall cease to be a PSA Entity.

Joint Ventures and Minority Dispositions

(d)

in the case of Back Forty or a PSA Entity entering into a minority interest disposition, joint venture or other similar commercial arrangement with another person that is not a PSA Entity and which is not a Transfer governed by Section 7.2(a) above, with respect to the Back Forty Project:

(i)

Aquila shall have provided the Purchaser with at least 30 days prior written notice of the proposed disposition, joint venture or other similar commercial arrangement;

(ii)

Aquila retains at least an indirect 50% undivided interest in the Back Forty Project;

(iii)

Back Forty, or another person directly or indirectly controlled by Aquila, is at all times the operator of the Back Forty Project;

(iv)

such other person agrees in a document, or documents, acceptable to the Purchaser, acting reasonably, with Aquila, Back Forty and the Purchaser to acknowledge the obligations of Back Forty under this Agreement and the Security Documents, including a guarantee and the granting to the Purchaser, for and on behalf of the Purchasers, of all the security interests in and to the Back Forty Project contemplated thereunder; provided that, if such other person acquires any legal right, title or interest in and to the Back Forty Project (including any registered or recorded title therein), such person assumes on a joint and several basis with Back Forty all of the obligations and duties under this Agreement and grants the same charges and security interests in, to and over the Back Forty Project to which it acquires any legal right, title or interest, and enters into the same Security Documents entered into by Back Forty and its subsidiaries pursuant to Section 8.1 and 9.2;

(v)

all filings have been made and all other actions have been taken that are required in order for the Purchaser to continue at all times following such

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transaction to have the valid and perfected security interest contemplated by Section 8.1 and 9.2;

(vi)

there is no Event of Default that has occurred and is continuing (or an event which with notice or lapse of time or both would become an Event of Default);

(vii)

such minority interest disposition, joint venture or other similar commercial arrangement could not reasonably be expected to have a Material Adverse Effect;

(viii)

all necessary consents and approvals of any Governmental Authority or other person obtained or satisfied with respect to such arrangements; and

(ix)

if the minority interest holder and any person who has direct or indirect interest in the minority interest holder has outstanding Indebtedness secured by the same assets as this Agreement and the Security Documents the minority interest holder and such other person shall have entered into an intercreditor agreement with the Purchaser on terms consistent with Section 6.9(c).

7.3

Abandonment

If the Seller intends to abandon, surrender, relinquish or let lapse or expire any of the Back Forty Properties, including by way of ceasing to maintain, or maintain in good standing (through the non-payment of rents or non-performance of exploration, exploitation or maintenance obligations or otherwise), Permits or mining claims or mill sites (the “Abandonment Property”), the Seller shall (A) have determined, acting in a commercially reasonable manner, that it is not economical to mine Minerals from the Abandonment Property, and (B) first give notice of such intention to the Purchaser at least thirty (30) days in advance of the proposed date of abandonment. If, not later than ten (10) days before the proposed date of abandonment of any Abandonment Property the Seller receives from the Purchaser written notice that the Purchaser desires the Seller to convey or cause the conveyance of the Abandonment Property to the Purchaser or an assignee, the Seller, for one (1) dollar, shall convey or cause the conveyance of such Abandonment Property to the Purchaser on an “as is, where is basis” and at the sole cost, risk and expense of the Purchaser and shall thereafter have no further obligation to maintain the title to such Abandonment Property. If the Purchaser does not give such notice to the Seller within the prescribed period of time, the Seller may abandon the Abandonment Property and shall thereafter have no further obligation to maintain the title to the Abandonment Property. If the Seller or any of its Affiliates reacquires a direct or indirect interest in any of the ground covered by the Abandonment Property at any time, the production of base metals, gold or silver from such property shall be subject to this Agreement and the Silver Purchase Agreement. The Seller shall give written notice to the Purchaser within twenty (20) days of any such reacquisition.

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ARTICLE 8
SECURITY

8.1

Security

(a)

Back Forty grants to the Purchaser a continuing security interest and first priority lien (subject only to Permitted Encumbrances and the Intercreditor Agreement) in all of the Collateral now owned or hereafter acquired by it as security for its obligations under this Agreement and under the Security Documents.

(b)

Aquila and Back Forty shall cause all such further agreements, instruments and documents (including a security agreement by Back Forty, the Guarantees, the Guarantor Security Agreements and the other documents listed on Schedule G) to be executed and delivered and all such further acts, opinions and other documents, instruments and agreements (“Security Supporting Documents”) in connection therewith and things to be done as the Purchaser may from time to time reasonably require to obtain, perfect and maintain first ranking prior perfected Encumbrances in, to and over all of the Collateral, subject only to Permitted Encumbrances and the Intercreditor Agreement (collectively, the “Security Documents”).

(c)

Back Forty and Aquila shall not contest, and Aquila shall cause each Aquila Group Entity not to contest, in any manner, the effectiveness, validity, binding nature or enforceability or otherwise, the security granted in this Agreement or the other Transaction Documents.

(d)

Back Forty and Purchaser agree: (i) that they have not agreed that the time for attachment of the security interest granted pursuant to Section 8.1(a) shall be delayed; (ii) that such security interest shall attach upon the execution of this Agreement; and (iii) that value has been given by the Purchaser to Back Forty. Back Forty confirms that it has rights in the Collateral owned by it on the date hereof or the power to transfer rights in such Collateral.

(e)

If this Agreement is terminated by Back Forty pursuant to Section 12.2(a), the Purchaser shall take such steps, at its own expense, as Back Forty may reasonably request in order to discharge all filings that have been made in respect of the Collateral.

8.2

Stockpiling

If Back Forty, Aquila or any other PSA Entities intend to stockpile, store, warehouse or otherwise place Minerals off the Back Forty Property, before doing so, Back Forty shall obtain from the property owner, operator or both, as applicable, where such stockpiling, storage, warehousing or other placement occurs, to provide in favour of the Purchaser a written acknowledgement in form and substance satisfactory to the Purchaser, acting reasonably, which provides that Seller’s and/or its Affiliates’, as applicable, rights to the Minerals shall be preserved and which acknowledges the Purchaser’s Encumbrances thereon and provides the Purchaser with a right of access in the event of enforcement by the Purchaser of the Security.

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ARTICLE 9
GUARANTEE

9.1

PSA Entity, Back Forty and Aquila Parent Guarantee and Indemnity

(a)

Aquila shall, and shall cause each other PSA Entity and Back Forty to, unconditionally and irrevocably guarantee on a joint and several and unlimited basis, the Guaranteed Obligations and shall indemnify the Purchaser from and against all losses arising from a breach of and agrees on written demand of the Purchaser to perform or discharge any such obligations which have not been fully paid, performed or discharged at the times and in the manner provided for in this Agreement. Back Forty and each of the PSA Entities has previously executed and delivered a guarantee in favour of the Purchaser in the form attached as Schedule I (each an “Existing Guarantee”).

(b)

Aquila shall cause Aquila Parent to unconditionally and irrevocably guarantee on a joint and several and limited recourse basis the Guaranteed Obligations and to indemnify the Purchaser from and against all losses arising from a breach of and agrees on written demand of the Purchaser to perform or discharge any such obligations which have not been fully paid, performed or discharged at the times and in the manner provided for in this Agreement (a “Limited Recourse Guarantee”, and together with the Existing Guarantees, the “Guarantees”).

9.2

Guarantor Security

(a)

In addition to the Guarantees, Back Forty, Aquila Parent and each PSA Entity shall grant, as security for its obligations under its respective Guarantee, to and in favour of the Purchaser, first ranking charges, pledges and security interests in, to and over (i) in the case of Aquila, the applicable Pledged Shares and any property, assets or proceeds (other than Permitted Distributions) of the Back Forty Project directly held or acquired by it, (ii) in the case of Back Forty and each other PSA Entity, all of its assets, property and undertaking, including for certainty the applicable Pledged Shares, and (iii) in the case of Aquila Parent, the applicable Pledged Shares in Aquila, and in each case, all proceeds thereof (collectively, the “Guarantor Collateral”), all pursuant to one or more security agreements (collectively, the “Guarantor Security Agreements”), together with such share certificates, control agreements, transfer powers, notations, endorsements, registrations, opinions and other documents, instruments and agreements in connection therewith as the Purchaser may reasonably require (“Guarantor Security Supporting Documents”), each in form and substance satisfactory to the Purchaser, acting reasonably, and in each case subject to Permitted Encumbrances and the Intercreditor Agreement.

(b)

Aquila shall cause each and any person who becomes a PSA Entity after the date hereof to execute (i) a Guarantee, (ii) a Guarantor Security Agreement, (iii) any other Security Documents as set out in Schedule G, and (iv) any Security Supporting Documents and Guarantor Security Supporting Documents. Aquila shall cause each and any person who becomes an Aquila Parent after the date hereof

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to (i) execute a Limited Recourse Guarantee, (ii) a Guarantor Security Agreement, and (iii) any Guarantor Security Supporting Documents.

(c)

Aquila shall, and shall cause each Aquila Group Entity to whom any debt, liability or obligation is owed by a PSA Entity from time to time, to execute and deliver a Subordination and Postponement of Claims.

(d)

Until the Commencement of Commercial Production, except for Permitted Distributions, Aquila shall not, and shall not permit any other PSA Entity to, make or commit to make any Distribution or other payment or transfer of assets, including by way of set-off or in-kind.

(e)

Following the Commencement of Commercial Production and until the Deposit Reduction Date, except for Permitted Distributions, Aquila shall not, and shall not permit any other PSA Entity to, make or commit to make any Distribution or other payment or transfer of assets including by way of set-off or in-kind unless:

(i)

no Aquila Event of Default and no event that, with the giving of notice or passage of time would constitute an Aquila Event of Default, has occurred and is continuing or would occur as a result of such Distribution;

(ii)

all operating expenses of the PSA Entities, on a consolidated basis, then due and owing have been paid in full;

(iii)

all amounts then due and owing in respect of any Indebtedness (“third- party debt”) of the PSA Entities (other than Indebtedness owing to any Aquila Group Entity) have been paid in full; and

(iv)

after giving effect to such Distribution, Back Forty expects to be able to pay all operating expenses and all amounts in respect of any third-party debt expected to come due and owing in the next 30 days.

For greater certainty, there are no restrictions on Distributions among the PSA Entities.

(f)

Aquila shall cause all such further agreements, instruments and documents to be executed and delivered and all such further acts and things to be done as the Purchaser may from time to time reasonably require to obtain, perfect and maintain first ranking prior perfected charges and security interests in, to and over all of the Guarantor Collateral, subject only to the Intercreditor Agreement and Permitted Encumbrances.

(g)

If this Agreement is terminated by Back Forty pursuant to Section 12.1(a), the Purchaser shall take such steps, at its own expense, as the Purchaser may reasonably request in order to discharge all filings that have been made in respect of the Guarantor Collateral.

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(h)

Aquila shall not contest, and shall cause each Aquila Group Entity not to contest, in any manner, the effectiveness, validity, binding nature or enforceability of the Transaction Documents.

(i)

As soon as practicable and in any event on or before the second Business Day following the Effective Date, Aquila shall deliver and/or cause GORO Acquisitionco to deliver to the Purchaser the original share certificates and Powers of Attorney to Transfer Shares set forth in paragraphs 6(g) and 7(g) of Schedule G hereto, together with legal opinions, in form and substance satisfactory to the Purchaser, acting reasonably, of GORO’s legal counsel and Aquila’s pre-Effective Date legal counsel, as the case may be, addressed to the Purchaser relating to (A) the legal status of GORO Acquisitionco and Aquila, (B) the corporate power and authority of GORO Acquisitionco and Aquila to execute, deliver and perform the Transaction Documents delivered in connection herewith, (C) the authorization, execution and delivery by GORO Acquisitionco of the Transaction Documents delivered by it in connection herewith, and the authorization, execution and delivery of this Agreement by Aquila, (D) the enforceability of such Transaction Documents against GORO Acquisitionco and Aquila, (E) the validity and perfection of the Encumbrances created by such Transaction Documents, and (F) the issuance of the common shares of Aquila to GORO Acquisitionco.

ARTICLE 10
REPRESENTATIONS AND WARRANTIES

10.1

Representations and Warranties of Aquila and Back Forty

Aquila and Back Forty, acknowledging that the Purchaser is entering into this Agreement in reliance thereon, hereby jointly and severally make on and as of the date of this Agreement, the representations and warranties to the Purchaser set forth in Schedule E.

10.2

Representations and Warranties of the Purchaser

The Purchaser, acknowledging that Back Forty is entering into this Agreement in reliance thereon, hereby makes on and as of the date of this Agreement, the representations and warranties to Back Forty set forth in Schedule F.

10.3

Survival of Representations and Warranties

The representations and warranties set forth in Schedules E and F shall survive the execution and delivery of this Agreement.

10.4

Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of Aquila or Back Forty, it shall be deemed to refer to the actual knowledge of any of Aquila’s Chairman, Chief Executive Officer, Chief Financial Officer and any other senior officer from time to time and all information which ought to have been known by any of them after conducting a reasonable inquiry into the matters in question, whether or not any such inquiry was actually made.

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ARTICLE 11

AQUILA EVENTS OF DEFAULT

11.1

Aquila Events of Default

Each of the following events or circumstances which is continuing constitutes an event of default by Aquila (each, an “Aquila Event of Default”):

(a)

Aquila fails to sell and deliver the Refined Gold to the Purchaser on the terms and conditions set forth in this Agreement within ten Business Days after receipt of notice from the Purchaser notifying Aquila of such default;

(b)

Back Forty is in breach or default of its obligations under Section 8.1 or Back Forty, any applicable PSA Entity or Aquila Parent is in breach or default of its obligations under the Security Documents, the Silver Purchase Agreement or the Subscription Agreement which breach or default is not remedied within the applicable grace period (if any) specified in the applicable Security Document, the Silver Purchase Agreement or the Subscription Agreement, as the case may be;

(c)

other than as provided in Sections 11.1(a) or 11.1(b), Aquila Parent, Back Forty or any PSA Entity is in breach or default of any terms or conditions, or any of its covenants or obligations, set forth in this Agreement in any material respect, which breach or default is not remedied within a period of 30 days following delivery by the Purchaser to Aquila of written notice of such breach or default, or such longer period of time as the Purchaser may determine in its sole discretion;

(d)

any of the representations or warranties given by Aquila or Back Forty under or in connection with the Transaction Documents is inaccurate in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality) as of the date given, and such inaccuracy is not remedied within a period of 30 days following delivery by the Purchaser to Back Forty of written notice of such inaccuracy, or such longer period of time as the Purchaser may determine in its sole discretion;

(e)

in respect of Indebtedness of any PSA Entity or Back Forty in a principal amount of $[REDACTED] or more (other than in respect of Indebtedness under a Project Facility) any (i) failure by such person to pay any such Indebtedness at the stated maturity thereof or upon the occurrence of an event as a result of which the holder of such Indebtedness has declared the principal thereof to be due and payable prior to the stated maturity thereof, or any event shall occur and shall continue after the applicable grace period (if any) specified in any agreement or instrument relating to any such Indebtedness of any such person, the effect of which is to permit the holder of such Indebtedness to declare the principal amount thereof to be due and payable prior to its stated maturity and in respect of which such holder has so declared the principal amount to be payable, or (ii) failure by any one or more of the PSA Entities to perform or observe any covenant or agreement to be performed or observed by it contained in any agreement or instrument evidencing any of such Indebtedness, the effect of which is to permit the holder of such Indebtedness to declare the principal amount thereof to be due and payable prior to its stated

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maturity and in respect of which the holder has so declared the principal amount to be payable or has sought to enforce a guarantee in respect thereof;

(f)

[REDACTED - COMMERCIALLY SENSITIVE];

(g)

upon the occurrence of an Insolvency Event affecting Back Forty, any PSA Entity or Aquila Parent;

(h)

upon the occurrence of a Material Adverse Effect;

(i)

except as otherwise contemplated herein, any Security becomes invalid or unenforceable or otherwise ceases to constitute a first ranking perfected Encumbrance over the Collateral or Guarantor Collateral (subject to any Permitted Encumbrances and the Intercreditor Agreement), and such default has not been remedied within 20 days of the earlier of (i) any of Aquila Parent, Back Forty or the PSA Entities becoming aware of such default, and (ii) receipt of notice from the Purchaser notifying Aquila or Back Forty of such default;

(j)

any Governmental Authority condemns, expropriates, seizes or appropriates any property or part thereof which when combined with any other property previously condemned, expropriated, seized or appropriated, forms a material part of the Back Forty Project or the Collateral;

(k)

any Permit that has been previously obtained by Back Forty is suspended, cancelled, revoked, forfeited, surrendered, refused renewal or terminated (whether in whole or in part) at any time prior to the Deposit Reduction Date or otherwise is not, or ceases to be, in full force and effect at any time prior to the Deposit Reduction Date and Back Forty fails to cure such default within 60 days following such default;

(l)

[REDACTED - COMMERCIALLY SENSITIVE];

(m)

the Back Forty Project fails to achieve Commencement of Commercial Production by the Commencement of Commercial Production Date;

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(n)

(A) if, following receipt of the Permits and prior to Commencement of Commercial Production, Aquila and Back Forty take no steps toward securing the Project Facility for a continuous period of [REDACTED], or following execution of the Project Facility or other project financing, no material work toward development of the Back Forty Project occurs for a continuous period of [REDACTED], and (B) following Commencement of Commercial Production operations at the Back Forty Project have been suspended for a continuous period of [REDACTED];

(o)

upon the occurrence of a Change of Control of a PSA Entity or Back Forty, except for a Pre-approved Change of Control or a Change of Control permitted pursuant to Article 7;

(p)

until the Deposit Reduction Date, the abandonment, loss or forfeiture of any material portion of the Back Forty Project or the Back Forty Property except in compliance with Section 7.3;

(q)

it is or becomes unlawful for Back Forty, any PSA Entity or Aquila Parent to perform any of its obligations under any Transaction Document to which it is a party or any of the security created or expressed to be created by the Security Documents ceases to be effective or enforceable at any time at which such security is intended to be effective or enforceable;

(r)

Back Forty, any PSA Entity or Aquila Parent repudiates or rescinds any Transaction Document or purports to repudiate or rescind any Transaction Document;

(s)

[REDACTED - COMMERCIALLY SENSITIVE]; and

(t)

[REDACTED - COMMERCIALLY SENSITIVE].

11.2

Remedies

(a)

If an Aquila Event of Default occurs and is continuing, the Purchaser shall have the right, upon written notice to Aquila, at its option and in addition to and not in substitution for any other remedies available to it hereunder or at law or equity, to take any or all of the following actions:

(i)

demand all amounts and deliveries then owing by Aquila to the Purchaser;

(ii)

prior to the Commencement of Commercial Production, terminate this Agreement by written notice to   Aquila   and,   without   limiting Section 11.2(a)(i), demand all Losses suffered or incurred by the Purchaser as a result of the occurrence of such Aquila Event of Default and termination, including the Deposit Balance plus an amount of interest equal to the aggregate amount of interest that would have accrued on the Deposit Balance based on a [REDACTED]% annual rate of interest calculated, accrued and

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compounded annually, from the funding date of each of the respective Collective Deposits, until such date of termination (the “Deposit Repayment Default Amount”); for greater clarity, the Deposit Repayment Default Amount shall be included only once when determining the amount of all Losses suffered or incurred pursuant to this Section 11.2(a)(ii);

(iii)

subsequent to the Commencement of Commercial Production, terminate this Agreement by written notice to Aquila and, without limiting Section 11.2(a)(i), demand all Losses suffered or incurred by the Purchaser as a result of the occurrence of such Aquila Event of Default and termination, including an amount equal to the greater of: (A) the Deposit Repayment Default Amount; and (B) the Net Present Value of the Remaining Stream based on a [REDACTED]% discount rate; and

(iv)

enforce the Security.

Upon each occurrence of an Aquila Event of Default, and for so long as such Aquila Event of Default is continuing, the Purchaser shall have no further obligation to fund any unpaid portion of the Deposit.

(b)

The Parties hereby acknowledge and agree that (i) the Purchaser will be damaged by an Aquila Event of Default; (ii) it would be impracticable or extremely difficult to fix the actual damages resulting from an Aquila Event of Default; (iii) any sums payable in accordance with Section 11.2(a)(ii) with respect to an Aquila Event of Default are in the nature of liquidated damages, not a penalty, and are fair and reasonable; and (iv) the amount payable in accordance with Section 11.2(a)(ii) with respect to an Aquila Event of Default represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from such Aquila Event of Default in full and final satisfaction of all amounts owed in respect of such Aquila Event of Default.

(c)

For greater certainty, if the Purchaser does not exercise its right under Section 11.2(a)(ii), the obligations of Back Forty and Aquila or any successors following a realization hereunder shall continue in full force and effect.

ARTICLE 12
PURCHASER EVENTS OF DEFAULT

12.1

Purchaser Events of Default

Each of the following events or circumstances constitutes an event of default by the Purchaser (each, a “Purchaser Event of Default”):

(a)

the Purchaser fails to pay any portion of the Deposit to Aquila in accordance with this Agreement where all of the conditions in Section 3.2 have been satisfied or waived (any such unpaid portion of the Deposit, the “Unpaid Deposit”);

(b)

the Purchaser is in breach or default of any terms or conditions, or any of its covenants or obligations, set forth in this Agreement in any material respect (other

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than a breach or default of the covenants or obligations referenced in Section 12.1(a)), and such breach or default is not remedied within a period of 30 days following delivery by Aquila or Back Forty to the Purchaser of written notice of such breach or default, or such longer period of time as Aquila may determine in its sole discretion; or

(c)

any of the representations or warranties given by the Purchaser is inaccurate in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality) as of the date given, and such inaccuracy is not remedied within a period of 30 days following delivery by Aquila or Back Forty to the Purchaser of written notice of such inaccuracy, or such longer period of time as Aquila may determine in its sole discretion.

12.2

Remedies

(a)

In addition to Aquila’s rights under Section 13.3 and in addition to and not in substitution for any other remedies available to it hereunder or at law or in equity, if a Purchaser Event of Default described in Section 12.1(a) has occurred and is continuing for more than 10 Business Days, then Aquila shall have the right, at its option, to terminate this Agreement by written notice to the Purchaser, subject to Aquila returning to the Purchaser the Deposit Balance within 10 Business Days. Notwithstanding the foregoing, in the event that the Purchaser has disputed the satisfaction of any condition precedent in respect of a relevant portion of the Unpaid Deposit, and such dispute is determined favourably to Aquila, the Purchaser will have 10 Business Days to pay such Unpaid Deposit before Aquila may exercise its rights under this Section 12.2(a).

(b)

If a Purchaser Event of Default under Sections 12.1(b) or (c) (other than with respect to the payment of the amount of the Deposit set forth in Section (a)) has occurred and is continuing, Aquila shall have no right to terminate this Agreement, but shall be entitled to all other remedies available to it under this Agreement or at law or in equity.

ARTICLE 13
ADDITIONAL PAYMENT TERMS

13.1

Payments

All payments of funds due by one Party to another under this Agreement shall be made in U.S. dollars and shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the receiving Party in writing from time to time.

13.2

Taxes

(a)

All deliveries of Refined Gold and all payments and transfers of property of any kind under the Transaction Documents by any Aquila Group Entity shall be made without any deduction, withholding, charge, levy or imposition for or on account of any Taxes, except as required by Applicable Laws.

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(b)

Subject to Section 13.2(c) below, all Taxes, if any, as are required by Applicable Laws to be deducted, withheld, charged, levied, collected or imposed on any person or with respect to any such delivery, payment or transfer made by any Aquila Group Entity shall be paid by Aquila by delivering, paying or transferring to the Purchaser or on its behalf, in addition to such delivery, payment or transfer, such additional delivery, payment or transfer (each, an “Additional Amount”) as is necessary to ensure that the net amount received by the Purchaser (net of any such Taxes, including any Taxes required to be deducted, withheld, charged, levied, collected or imposed on any such Additional Amount) equals the full amount that the Purchaser would have received had no such deduction, withholding, charge, levy, collection or imposition been required.

(c)

Notwithstanding Section 13.2(b), Aquila, Back Forty or any Aquila Group Entity shall not be responsible for any Excluded Taxes (as defined below) imposed or collected by any jurisdiction in respect of deliveries of Refined Gold or payments and transfers of property of any kind made by an Aquila Group Entity pursuant to the Transaction Documents. For these purposes “Excluded Taxes” means any additional Taxes imposed or collected by a jurisdiction by reason of the Purchaser (or any assignee of the Purchaser pursuant to Section 15.11, but with respect only to the interest of such assignee) (i) being incorporated or resident in that jurisdiction, (ii) carrying on business in, or having a permanent establishment or a connection in, that jurisdiction, or (iii) participating in a transaction separate from this Agreement in that jurisdiction, in each case determined by application of the laws of that jurisdiction, and in each case other than by reason of purchasing Refined Gold under this Agreement, receiving payments, transfers or deliveries under this Agreement in that jurisdiction, making payments under this Agreement, or enforcing rights under the Transaction Documents.

(d)

Cooperation. The Parties agree to reasonably cooperate to: (i) ensure that no more Taxes, duties or other charges are payable than is required under Applicable Law; and (ii) obtain a refund or credit of any Taxes which have been overpaid.

(e)

Tax Planning. Following the execution and delivery of this Agreement, each of the Parties will co-operate reasonably with the other Party in implementing any proposed adjustments to the structure or terms of this Agreement to facilitate tax planning, provided that such adjustments have no material adverse impact on the non-proposing Party and that the costs of such adjustments shall be paid for by the proposing Party.

13.3

Overdue Payments

Any payment or delivery not made by a Party on or by any applicable payment or delivery date referred to in this Agreement shall incur interest from the due date until such payment or delivery is paid or made in full at a per annum rate equal to 10% from and after the due date, calculated, compounded and paid monthly in arrears.

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13.4

Set-Off

Any dollar amount or Refined Gold owing by a Party to any other Party under this Agreement may be set off against any dollar amount or Refined Gold owed to such Party by the other Party. Any amount of Refined Gold set off and withheld against any non-payment by a Party shall be valued at the Reference Price, as applicable, as of the first trading day that such amount of Refined Gold became payable to such Party and shall result in a reduction in an amount of Refined Gold otherwise to be delivered by that number of ounces equal to the dollar amount set off divided by the Reference Price, as applicable, as of the day such dollar amount first became payable.

ARTICLE 14
INDEMNITIES

14.1

Indemnity of Aquila and Back Forty

Aquila and Back Forty jointly and severally agree to indemnify and save the Purchaser, its Affiliates and their directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:

(a)

any breach or inaccuracy of any representation or warranty of the Aquila Group Entities contained in this Agreement or the other Transaction Documents, including without limitation the representations and warranties set forth in Schedule E hereto, or in any document, instrument or agreement delivered pursuant hereto or thereto;

(b)

any breach, including breach due to non-performance, by the Aquila Group Entities of any covenant or agreement to be performed by any of the Aquila Group Entities contained in this Agreement or the other Transaction Documents or in any document, instrument or agreement delivered pursuant hereto or thereto;

(c)

the development or operation of the Back Forty Project;

(d)

the failure of any of the Aquila Group Entities to comply with any Applicable Law, including any Applicable Law relating to environmental matters and reclamation obligations, with respect to the Back Forty Project; or

(e)

the physical environmental condition of the Back Forty Project and matters of health and safety related to the Back Forty Project or any action or claim brought with respect thereto (including conditions arising prior to the date of this Agreement),

provided that the foregoing shall not apply to any Losses to the extent they arise primarily from the gross negligence or willful misconduct of such indemnified persons. This clause shall survive termination of this Agreement.

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14.2

Indemnity of Purchaser

The Purchaser agrees to indemnify and save Aquila, Back Forty, their Affiliates and their directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:

(a)

any breach or inaccuracy of any representation or warranty of the Purchaser contained in this Agreement or the other Transaction Documents, including without limitation the representations and warranties set forth in Schedule F hereto, or in any document, instrument or agreement delivered pursuant hereto or thereto; or

(b)

any breach, including breach due to non-performance, by the Purchaser of any covenant or agreement to be performed by the Purchaser contained in this Agreement or the other Transaction Documents or in any document, instrument or agreement delivered pursuant hereto or thereto,

provided that the foregoing shall not apply to any Losses to the extent they arise primarily from the gross negligence or willful misconduct of such indemnified persons. This clause shall survive termination of this Agreement.

ARTICLE 15
GENERAL

15.1

Disputes and Arbitration

Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof which has not been resolved by the Parties within the time frames specified herein (or where no time frames are specified, within 15 days of the delivery of written notice by either Party of such dispute, controversy or claim) shall be referred to the chief executive officer of Aquila and the General Counsel of the Purchaser for prompt resolution. Any such dispute, controversy or claim which cannot be resolved by such persons within 15 days after it has been so referred to them hereunder, including the determination of the scope or applicability of this Agreement to arbitrate, shall be settled by binding arbitration administered by the International Center for Dispute Resolution, and any Party may so refer such dispute, controversy or claim to binding arbitration. Such referral to binding arbitration shall be to one qualified arbitrator in accordance with the Arbitration Rules, as may be amended from time to time, which Arbitration Rules shall govern such arbitration proceeding. The arbitration shall be confidential as set out in Schedule D. The place of arbitration shall be Toronto, Ontario, and the language of arbitration shall be English. The determination of such arbitrator shall be final and binding upon the Parties and the costs of such arbitration shall be as determined by the arbitrator. Judgment on the award may be entered in any court having jurisdiction. This Section 15.1 shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Parties covenant and agree that they shall conduct all aspects of such arbitration having regard at all times to expediting the final resolution of such arbitration. Notwithstanding the foregoing, this Section 15.1 shall not apply to the Guarantees, the Security Documents or the Intercreditor Agreement.

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15.2

Further Assurances

Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

15.3

No Joint Venture

Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, agency relationship, fiduciary relationship, or other partnership relationship between the Purchaser and any Aquila Group Entity.

15.4

Governing Law

This Agreement shall be governed by and construed under the laws of the Province of Ontario (without regard to its laws relating to any conflicts of laws). The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

15.5

Notices

Unless otherwise specifically provided in this Agreement, any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by hand to an officer or other responsible employee of the addressee or transmitted by facsimile transmission or sent by electronic mail in PDF format, addressed to:

(i)

If to Aquila or Back Forty to:

c/o Gold Resource Corporation

7900 East Union Ave, Suite 320

Denver, Colorado, USA

80237

Attention:

[REDACTED]

E-mail:

[REDACTED]

with a copy to:

Fasken Martineau DuMoulin LLP

Suite 2400, Bay Adelaide Centre

333 Bay Street

Toronto, Ontario M5H 2T6

Attention:

[REDACTED]

Telecopier No.:

[REDACTED]

E-mail:

[REDACTED]

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(ii)

If to the Purchaser, to:

[REDACTED-COMMERCIALLY SENSITIVE]

Attention:

[REDACTED]

Facsimile No.:

[REDACTED]

E-mail:

[REDACTED]

with respect to any notices pursuant to Section 2.3, with a copy by electronic mail to (which shall not constitute notice):

Email: [REDACTED]

with a copy to:

Bennett Jones LLP

3400, One First Canadian Place, P.O. Box 130

Toronto, Ontario

M5X 1A4

Attention:

[REDACTED]

Telecopier No.:

[REDACTED]

E-mail:

[REDACTED]

Any notice or other communication given in accordance with this section, if delivered by hand as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Business Day and such delivery is received before 4:00 pm at of the place of delivery; otherwise, it shall be deemed to be validly and effectively given on the Business Day next following the date of delivery. Any notice of communication which is transmitted by facsimile transmission or electronic mail as aforesaid, shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was received before 4:00 pm at the place of receipt; otherwise it shall be deemed to have been validly and effectively given on the Business Day next following such date of transmission.

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15.6

Press Releases

The Parties shall jointly plan and co-ordinate, and shall cause their respective Affiliates to jointly plan and coordinate, any public notices, press releases, and any other publicity concerning the entering into of this Agreement and none of the Parties or its Affiliates shall act in this regard without reasonable prior consultation with the other Parties, unless such disclosure is required to meet timely disclosure obligations of such Parties or their Affiliates under Applicable Laws in circumstances where prior consultation with the other Parties is not practicable, and a copy of such disclosure shall be provided to the other Parties at such time as it is made publicly available.

15.7

Amendments

This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties.

15.8

Beneficiaries

This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and nothing herein is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.

15.9

Entire Agreement

This Agreement, the Subscription Agreement and the Security Documents together constitute the entire agreement between the Parties with respect to the subject matter hereof and cancel and supersede any prior understandings and agreements between the Parties with respect thereto. There are no representations, warranties, terms, conditions, opinions, advice, assertions of fact, matters, undertakings or collateral agreements, express, implied or statutory, with respect to the subject matter hereof and thereof by or between the Parties (or by any of their respective employees, directors, officers, representatives or agents) other than as expressly set forth in this Agreement, the Subscription Agreement or the Security Documents. For greater certainty, this Agreement amends and restates the Current GPA in its entirety.

15.10

Waivers

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

15.11

Assignment

(a)

This Agreement shall enure for the benefit of and shall be binding on and enforceable by the Parties and their respective successors and permitted assigns.

(b)

The Purchaser shall be entitled to assign this Agreement provided that (i) such assignment does not result in Aquila becoming liable to pay to the assignee,

- 68 -


immediately following such assignment, Additional Amounts in excess of any Additional Amounts, if any, that Aquila would otherwise be liable to pay to the Purchaser immediately prior to such assignment, and (ii) if such assignment occurs prior to the payment of the Deposit in full, the Purchaser may assign this Agreement to a successor that has sufficient financial ability to assume the Purchaser’s obligations hereunder, as demonstrated to Aquila’s reasonable satisfaction. Notwithstanding the foregoing, the Purchaser shall not be entitled to assign this Agreement to a successor on the Foreign Corrupt Practices Act enforcement actions list maintained by the United States Securities and Exchange Commission without the prior written consent of Aquila.

(c)

Except as provided in Article 7 herein, neither Aquila or Back Forty shall Transfer, in whole or in part, any of its rights or obligations under any of the Transaction Documents, as applicable, without the prior written consent of the Purchaser.

15.12

Severability

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect and the Parties shall negotiate in good faith to replace any provision that is invalid, illegal or unenforceable with such other valid provision that most closely replicates the economic effect and rights and benefits of such impugned provision.

15.13

Costs and Expenses

Except as otherwise provided for in this Agreement, all costs and expenses incurred by a Party shall be for the account of Aquila and Aquila shall forthwith reimburse the Purchaser for all costs and expenses submitted to Aquila for payment.

15.14

Permitted Encumbrances

Any reference in any of the Transaction Documents to a Permitted Encumbrance is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Encumbrance created by any of the Transaction Documents to any Permitted Encumbrances.

15.15

Amendment and Restatement of Current GPA, and Purchaser’s Consent

(a)

Subject to Section 15.15(b), and notwithstanding any other provision of this Agreement, none of the provisions of this Agreement (other than this Section 15.15 and Article 1 and any other provisions of this Article 15 which are necessary in order to construe, interpret, give effect to and enforce this Section 15.15) shall be of any force and effect at any time until immediately before the Effective Time. With effect as of the time immediately before the Effective Time, it shall be deemed that:

(i)

this Agreement amends, restates, consolidates and supplements certain provisions of the Current GPA and shall not be considered a novation thereof. Any provision hereof which differs from or is inconsistent with a

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provision of the Current GPA constitutes an amendment to the Current GPA. The provisions of the Current GPA as amended hereby have been consolidated and restated in this Agreement. This Agreement will not discharge or constitute a novation of any debt, obligation, covenant or agreement contained in the Current GPA or in any collateral, agreements, certificates and other documents executed and delivered by or on behalf of the Parties or the PSA Entities in respect thereof or in connection therewith, but same shall remain in full force and effect save to the extent same are amended by the provisions of this Agreement. All representations and warranties set out in this Agreement are freshly made on the date hereof except to the extent made as of a specific date referred to herein, but nothing herein shall release or otherwise affect the Parties or the PSA Entities’ liability in connection with the representations and warranties contained in the Current GPA; and

(ii)

any waiver of, or consent to depart from, the requirements of any provision of any Prior GPA which were given by a Party remains in full force and effect in accordance with its terms in relation to this Agreement (except that paragraph 5 of the deposit and limited waiver request re Fourth Deposit dated August 15, 2021 between Aquila and the Purchaser, which paragraph related to certain rights of the Purchaser to representation on the board of directors of Aquila, shall cease to be of any force and effect from and after the Effective Time).

(b)

Notwithstanding any other provision of this Agreement, in the event that the Certificate of Arrangement is not issued on or before January 14, 2022, this Agreement shall be of no further force and effect and shall be deemed to be terminated automatically as of 11:59 p.m. (Toronto time) on such date without any further action being required to be taken by any Party, provided that, for greater certainty, following such termination the Current GPA shall continue in force and effect in accordance with its terms.

(c)

The Parties acknowledge that the completion of the Arrangement will result in a Change of Control of Back Forty and each of the PSA Entities as contemplated by Section 7.2(b) of the Current GPA. The Purchaser hereby consents to the completion of the Arrangement on the basis set out in this Agreement.

15.16

Reaffirmation

Each of Back Forty and Aquila (on its own behalf and on behalf of the other PSA Entities) irrevocably and unconditionally confirms that the existing Guarantees granted by it continue to guarantee the payment and performance of the Guaranteed Obligations, including those arising as a result of or in connection with this Agreement, which are now due or hereafter become due or accruing due under or in connection with the Guarantees or the Guarantor Security Agreements. Each of Back Forty and Aquila (on its own behalf and on behalf of the other PSA Entities) irrevocably and unconditionally:

(a)

acknowledges, confirms and agrees that each of the Security Documents, the Security Supporting Documents, the Guarantees, the Guarantor Security

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Agreements and the Guarantor Security Supporting Documents executed and delivered by it in connection with any Prior GPA, and all of the covenants, agreements, obligations and liabilities provided for under such documents, remain in full force and effect, continue to constitute the legal, valid, binding and enforceable covenants, agreements, obligations and liabilities of Back Forty and the PSA Entities, and secures and shall secure all Guaranteed Obligations; and

(b)

ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and lien contained in, existing under or created by any of the Security Documents, the Security Supporting Documents, the Guarantees, the Guarantor Security Agreements and the Guarantor Security Supporting Documents executed and delivered by it in connection with any Prior GPA.

15.17

Counterparts

This Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic scan shall be effective as delivery of a manually executed counterpart of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first written above.

OSISKO BERMUDA LIMITED

Per:

/s./ Michael Spencer

Name:

Michael Spencer

Title:

Managing Director

AQUILA RESOURCES INC.

Per:

/s./ Guy Le Bel

Name:

Guy Le Bel

Title:

Chief Executive Officer

Per:

/s./ Stephanie Malec

Name:

Stephanie Malec

Title:

Chief Financial Officer

BACK FORTY JOINT VENTURE LLC

Per:

/s./ Guy Le Bel

Name:

Guy Le Bel

Title:

Chief Executive Officer

Per:

/s./ Stephanie Malec

Name:

Stephanie Malec

Title:

Chief Financial Officer

[Signature Page to Amended and Restated Gold Purchase Agreement]


SCHEDULE A-1

DESCRIPTION OF BACK FORTY PROPERTY (WITH MAP)

[REDACTED - COMMERCIALLY SENSITIVE]

A-1-1


SCHEDULE A-2

[REDACTED - COMMERCIALLY SENSITIVE]

A-2-1


SCHEDULE B

PAYABLE GOLD

[REDACTED - COMMERCIALLY SENSITIVE]

B-1


SCHEDULE C

PROJECT COSTS

[REDACTED - COMMERCIALLY SENSITIVE]

C-1


SCHEDULE D

DISPUTE RESOLUTION – CONFIDENTIALITY

The following confidentiality rules and procedures shall apply with respect to any matter to be arbitrated by the Parties under the terms of this Agreement.

Confidentiality

(a)

The arbitration, including any settlement discussions between the parties related to the subject matter of the arbitration shall be conducted on a private and confidential basis and any and all information exchanged and disclosed during the course of the arbitration shall be used only for the purposes of the arbitration and any appeal therefrom. Neither party shall communicate any information obtained or disclosed during the course of the arbitration to any third party except to those experts or consultants employed or retained by, or consulted about retention on behalf of, such party in connection with the arbitration and solely to the extent necessary for assisting in the arbitration, and only after such persons have agreed to be bound by these confidentiality conditions. In the event that disclosure of any information related to the arbitration is required to comply with Applicable Law or court order, the disclosing party shall promptly notify the other party of such disclosure, shall limit such disclosure limited to only that information so required to be disclosed and shall have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled.

(b)

The award of the Arbitrator and any reasons for the decision of the Arbitrator shall also be kept confidential except (i) as may reasonably be necessary to obtain enforcement thereof; (ii) for either party to comply with its disclosure obligations under Applicable Law; (iii) to permit the parties to exercise properly their rights under the Arbitration Rules; and (iv) to the extent that disclosure is required to allow the parties to consult with their professional advisors.

D-1


SCHEDULE E

AQUILA AND SELLER REPRESENTATIONS AND WARRANTIES

(a)

Organization. Each of the PSA Entities has been duly incorporated or formed, as applicable, and is validly existing under the Applicable Laws of their existence. Each of Back Forty and the PSA Entities has the power and capacity to own and lease its property and to carry on its business as currently conducted. Each of Back Forty and the PSA Entities is duly qualified, licensed or registered to do business in each jurisdiction in which the nature of the Business or the property or assets owned or leased by it make such qualification necessary, and is not otherwise precluded from carrying on the Business or owning or leasing property or assets in such jurisdictions by any other commitment, agreement or document. No proceeding has been instituted or, to Aquila’s knowledge, threatened in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification. Each of Back Forty and the PSA Entities is up-to-date in all its corporate filings and is in good standing under Applicable Laws in all material respects.

(b)

Books and Records. The minute books and corporate records of each of Back Forty and the PSA Entities are true and correct in all material respects and contain all minutes of all meetings and all resolutions of the shareholders or directors (or any committee thereof) of Back Forty or such PSA Entity, as applicable, as at the date hereof (and true and correct copies thereof have been provided by Aquila).

(c)

Subsidiaries. Aquila is, directly or indirectly, the registered holder and/or beneficial owner of all of the outstanding equity and voting securities of the other PSA Entities. Aquila Resources USA Inc. and Aquila Michigan Inc., together, are the registered holders and beneficial owners of all of the outstanding member and other equity interests of Back Forty. None of Back Forty or any of the PSA Entities is engaged in any joint purchasing arrangement, joint venture, partnership or other joint enterprise with any person.

(d)

Authorization. Back Forty and each relevant PSA Entity has the requisite power and authority to enter into each of the Transaction Documents to which it is or will become a party, and to perform its obligations thereunder. Each of the Transaction Documents to which Back Forty or a PSA Entity is or will become a party has been duly authorized, executed and delivered by Back Forty or such PSA Entity, as applicable, and each Transaction Document to which Back Forty or a PSA Entity is or will become a party is or will be a valid and binding agreement of Back Forty or such PSA Entity, as applicable, enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction.

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(e)

No Violation. The execution and delivery by Back Forty and each relevant PSA Entity of each Transaction Document to which it is a party, and the performance by it of its obligations hereunder or thereunder does not and will not result in either:

(i)

the breach or violation of any of the provisions of, or constitute a default under or conflict with or cause the acceleration of any obligation of Back Forty or any PSA Entity under, or give any person a right to terminate, cancel or modify: (A) any Contract to which Back Forty or any PSA Entity is bound, or by which any of its property or assets (including the Mineral Rights) are bound; (B) any provision of the constating documents or any resolution of the shareholders, partners or directors (or any committee thereof) of Back Forty or any PSA Entity; (C) any Applicable Laws; or (D) any Permit; or

(ii)

other than as contemplated by the Transaction Documents, the creation or imposition of any Encumbrance on any property or assets (including the Mineral Rights) of Back Forty or a PSA Entity; or

(iii)

[REDACTED - COMMERCIALLY SENSITIVE].

(f)

No Restriction. None of Back Forty or any of the PSA Entities is subject to, or a party to, any restriction under its constating documents, any Applicable Law, any Contract, any Encumbrance or any other restrictions of any kind or character which would prevent compliance by Back Forty or a PSA Entity with the terms, conditions and provisions of the Transaction Documents or the continued operations of the Business as currently conducted or as contemplated to be conducted as disclosed in the Back Forty PEA Technical Report and contemplated by the Transaction Documents.

(g)

Consents and Approvals. There is no requirement under the Securities Laws for Back Forty or any of the PSA Entities to make any filing, give any notice, obtain any Permit or take any proceeding as a condition to the lawful consummation of the transactions contemplated by the Transaction Documents, and there are no filings required to be made prior to or following the date hereof under the rules of the TSX and Ontario Securities Commission. Except pursuant to the Silver Purchase Agreement and the Security Documents (as therein defined) or as otherwise disclosed in Schedule E(g), there is no requirement under any Contract of Back Forty or any of the PSA Entities to give any notice to, or to obtain the consent or approval of, any party to such Contract in respect of the Transaction Documents or the transactions contemplated hereunder and thereunder.

(h)

Regulatory Matters.

(i)

As of the date of this Agreement, (A) Aquila is a “reporting issuer” (or the equivalent) only in the Provinces of British Columbia, Alberta, Saskatchewan, Nova Scotia and Ontario and is not included in a list of defaulting reporting issuers maintained by the Securities Regulators, and

E-2


(B) Aquila has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer, and has not received any notification from a Securities Regulator seeking to revoke Aquila’s reporting issuer status. All filings and fees required to be made and paid by Aquila pursuant to Securities Laws and general corporate law have been made and paid.

(ii)

As of their respective filing dates, each of the Public Disclosure Documents complied with the requirements of applicable Securities Laws in all material respects and none of the Public Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. There is no material change relating to Aquila which has occurred and with respect to which the requisite material change report has not been filed with the Securities Regulators. Aquila has not filed any confidential material change report or other confidential report with any Securities Regulator or other Governmental Authority which at the date hereof remains confidential. All material agreements required to be filed with the Securities Regulators by Aquila pursuant to Securities Laws have been filed.

(iii)

The Back Forty PEA Technical Report and the Public Disclosure Documents comply in all material respects with the provisions of NI 43-101. The estimates in the Back Forty PEA Technical Report and the Public Disclosure Documents of Aquila’s mineral resources and mineral reserves have been prepared and disclosed in accordance with NI 43-101 and the information prepared by Aquila upon which such estimates were based was, at the time of delivery thereof, complete and accurate and, except as otherwise noted in the Public Disclosure Documents or otherwise disclosed in writing by Aquila to the Purchaser, there have been no material changes to such information since the date of delivery or preparation thereof.

(iv)

As of the date of this Agreement, Aquila is currently in compliance in all material respects with the rules and regulations of the TSX.

(i)

Permits.

(i)

Each Permit held by Back Forty as of the date hereof is validly subsisting and in good standing and Back Forty is not in default or breach of any such Permit in any material respect and, except as described on Schedule E-(r), no proceeding is pending or, to the knowledge of Aquila or Back Forty, threatened to revoke or limit any such Permit and, to the knowledge of Aquila or Back Forty, there are no facts or circumstances that may be likely to result in such a revocation or limitation. To the knowledge of Aquila or Back Forty, there are no grounds, facts or circumstances that could reasonably be expected to prevent the renewal of any Permit currently held by or granted to Back Forty. As of the date of this Agreement, Aquila has made available in the Data Room or otherwise provided to the Purchaser a

E-3


true and complete copy of each Permit held by or granted to Back Forty and all amendments thereto.

(ii)

Other than the Permits set out in Schedule E-(i), there are no Permits necessary to carry on the Back Forty Project as presently conducted, including as contemplated by Aquila or Back Forty and disclosed in the Public Disclosure Documents and contemplated in the Transaction Documents, or as currently contemplated to be conducted as set out in the Back Forty PEA Technical Report.

(j)

Back Forty Property and Back Forty Project.

(i)

Back Forty:

(A)

has valid and subsisting leasehold title to all leases of real property and mineral concessions included within the Back Forty Property subject to Permitted Encumbrances;

(B)

has valid possessory and record title to all mining concessions included within the Back Forty Property, except for Permitted Encumbrances and such concessions that are leased to Back Forty and are covered under part (A) of this paragraph;

(C)

has good and marketable title to such other real property interests included within the Back Forty Property and not otherwise included under parts (A) and (B) of this paragraph, subject to Permitted Encumbrances; and

(D)

has good and valid title to or hold a valid leasehold interest in such properties and assets, which are not real property interests, and are included within the Back Forty Property, subject to Permitted Encumbrances.

(ii)

There are no Encumbrances upon or with respect to any of the properties and assets included in the Back Forty Property, except for Permitted Encumbrances.

(iii)

Other than the Back Forty Property, Back Forty does not hold any freehold, leasehold or other real property interests or rights (including licences from landholders permitting the use of land, leases, rights of way, occupancy rights, surface rights and easements).

(iv)

No person other than Back Forty has any rights to participate in or operate the Back Forty Property or the Back Forty Project.

(v)

Other than as disclosed in Schedule E-(i), the Back Forty Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development, construction and mining operations of the Back Forty Project, as currently operated and as contemplated to be

E-4


developed and operated, substantially in accordance with the Back Forty PEA Technical Report.

(vi)

[REDACTED - COMMERCIALLY SENSITIVE].

(vii)

Other than pursuant to the [REDACTED - COMMERCIALLY SENSITIVE] Agreement, the Subscription Agreement, the Orion Subscription Agreement, the Silver Purchase Agreement and the Royalties, none of the Back Forty Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty.

(viii)

Other than pursuant to this Agreement, the Royalties, Applicable Laws or the Silver Purchase Agreement, there are no restrictions on the ability of Back Forty or any PSA Entity to exploit the Back Forty Property.

(k)

Title to Personal and Other Property. The location of all of the material personal property that Back Forty and the PSA Entities own, lease or use in connection with the Back Forty Project are set out in Schedule A. Back Forty and the PSA Entities have good and valid title to, or valid rights to lease or otherwise use all such personal property free and clear of all Encumbrances other than Permitted Encumbrances. All of the material personal property and assets that Back Forty and the PSA Entities own, lease or use in connection with the Back Forty Project are in good operating condition, having regard to the use and age thereof, except only for reasonable wear and tear.

(l)

Expropriation. No property or asset (including the Mineral Rights) of Back Forty or any of the PSA Entities has been taken or expropriated by any Governmental Authority or person nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of Aquila, is there any intent or proposal to give any such notice or commence any such proceeding.

(m)

No Options, Etc. Other than pursuant to the [REDACTED - COMMERCIALLY SENSITIVE] Agreement, the Silver Purchase Agreement, the Royalties and this Agreement or as permitted by this Agreement, no person  has any Contract or any right  or privilege capable of becoming a Contract to acquire (whether or not subject to conditions) from Back Forty or any of the PSA Entities any of its material property (or any interest therein) or assets relating to the Back Forty Project (including the Mineral Rights) or any interest therein, including the Back Forty Property.

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(n)

Compliance with Laws.

(i)

None of Back Forty or any of the PSA Entities has been or is in breach or violation of: (A) any of the terms, conditions or provisions of its constating documents or resolutions of its shareholders or directors (or any committee thereof) in any material respect; (B) any outstanding Permit; or (C) any Applicable Laws relating to, or any Order of any Governmental Authority having jurisdiction over, Back Forty any PSA Entity or their respective property or assets relating to the Back Forty Project (including the Mineral Rights) in any material respect.

(ii)

To the knowledge of Aquila, there is no Applicable Law, or proposed Applicable Law, which will have or could reasonably be expected to have a Material Adverse Effect.

(iii)

All mining operations and all exploration activities in respect of the Mineral Rights have been conducted in accordance with good mining and engineering practices and all workers’ compensation and health and safety regulations applicable to Back Forty or any of the PSA Entities have been complied with in all material respects.

(o)

Material Contracts. All Material Contracts, and any agreement which exists in draft or unsigned form or in respect of which a term sheet, letter of intent, memorandum of understanding or other similar document exists which would, upon execution of the definitive agreement, constitute a Material Contract are set out in Schedule E- (o), and true and complete copies thereof have been made available to the Purchaser in the Data Room or otherwise provided to the Purchaser. None of Back Forty, any of the PSA Entities or, to Aquila’s knowledge, any other person, is in default in any material respect in the observance or performance of any term, covenant or obligation to be performed by Back Forty, the PSA Entities or such other person under any Material Contract to which Back Forty or a PSA Entity is a party or by which it is otherwise bound and each such Material Contract is in good standing, constitutes a valid and binding agreement of Back Forty and any of the PSA Entities party thereto and, to Aquila’s knowledge, each of the other parties thereto, is in full force and effect and is enforceable against each of Back Forty and any of the PSA Entities party thereto and, to Aquila’s knowledge, each of the other parties thereto, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction, and no event has occurred which, with notice or lapse of time or both, would constitute such a default by Back Forty, any of the PSA Entities or, to Aquila’s knowledge, any other person. Aquila has no knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any such Material Contract and none of Back Forty or any of the PSA Entities has received notice of any intention to terminate any such Material Contract or repudiate or disclaim any transaction contemplated thereby. Other than the Transaction Documents and the transactions contemplated hereunder and thereunder, none of Back Forty or any of the PSA Entities has any agreements of

E-6


any nature whatsoever to acquire, merge or enter into any business combination or joint venture agreement with any other entity, or to acquire any other business operations or to enter into any off-take arrangement.

(p)

Debt Instruments. Except as disclosed on Schedule E-(p) in respect of the Transaction Documents and as disclosed in the Public Disclosure Documents or otherwise disclosed in writing by Aquila to the Purchaser, none of Back Forty or any of the PSA Entities is party to or bound by or subject to: (i) any bond, debenture, promissory note, credit facility or other Contract evidencing Indebtedness or potential Indebtedness; or (ii) any Contract, whether written or oral, to create, assume or issue any of the foregoing.

(q)

No Liabilities. Except in respect of the Transaction Documents and as disclosed in the Public Disclosure Documents or otherwise disclosed in writing by Aquila to the Purchaser, none of Back Forty nor any of the PSA Entities has any material liabilities, direct or indirect, contingent or otherwise. Without limiting the generality of the foregoing, none of Back Forty or any of the PSA Entities has any material obligation except in respect of the Transaction Documents, as disclosed in the Public Disclosure Documents or those arising in the ordinary course of business.

(r)

Litigation. There are no Orders which remain unsatisfied against Back Forty or any of the PSA Entities or consent decrees or injunctions to which Back Forty or any of the PSA Entities is subject. Except as disclosed in Schedule E-(r), there are no investigations, actions, suits or proceedings at Law or in equity or by or before any Governmental Authority now pending or affecting or, to the knowledge of Aquila, threatened against Back Forty or any of the PSA Entities (or their respective properties or assets) or otherwise impacting the ability of Back Forty and the PSA Entities to access, mine, process and exploit the tailings on the Back Forty Property and, to the knowledge of Aquila, there is no ground on which any such action, suit or proceeding would reasonably be expected to be commenced.

(s)

Financial Matters. The Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis throughout and complied, as of their date of filing, with the applicable published rules and regulations of the TSX and Securities Laws, and, the Financial Statements, together with the applicable certifications filed by Aquila in connection with the Financial Statements in accordance with NI 52-109, present fairly, in all material respects, the financial condition of Aquila and its subsidiaries, on a consolidated basis, for the period then ended. Aquila does not intend to correct or restate, nor, to the knowledge of Aquila, is there any basis for any correction or restatement of, any aspect of the Financial Statements.

(t)

Off-Balance Sheet Financing. There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Back Forty or any of the PSA Entities with unconsolidated entities or other persons.

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(u)

Independence of Auditors. PricewaterhouseCoopers LLP (or any successor to PricewaterhouseCoopers LLP appointed in accordance with Securities Laws) is the auditor of Aquila and is “independent” as required under Securities Laws. Since November 8, 2017, there has not been a “reportable event” (within the meaning of NI 51-102) with the present or any former auditor of Aquila.

(v)

Related Party Transactions. Since January 1, 2020, none of Back Forty or any PSA Entity has: (i) made any payment or loan to, or borrowed any moneys from or otherwise been indebted to, any Related Party of Aquila; (ii) been a party to any Contract with any Related Party of Aquila, other than (A) as disclosed in the Financial Statements; (B) the operating agreement between Aquila Michigan Inc. and Aquila Resources USA, Inc. and (C) employment, independent contractor or indemnification agreements entered into with employees, officers or directors of Back Forty or the PSA Entities in respect of services provided to Back Forty or the PSA Entities in their respective capacities as officers and directors; and (iii) to the knowledge of Aquila, no officer or director of Back Forty or the PSA Entities and no entity which is an Affiliate or Associate of one or more of such individuals:

(i)

owns, directly or indirectly, any interest in (except for shares representing less than 10% of the outstanding shares of any class or series of any publicly traded company), or is an officer, director or employee of or consultant to, any person which is, or is engaged in business as, a competitor of the Business, Back Forty or any PSA Entity or a lessor, lessee, supplier, distributor, agent or customer of the Business, Back Forty or any PSA Entity;

(ii)

owns, directly or indirectly, in whole or in part, any property that Back Forty or any PSA Entity uses or intends to use in the operation of the Business; or

(iii)

has any cause of action or other Claim whatsoever against, or owes any amount to, Back Forty or any PSA Entity, except for any liabilities reflected in the Financial Statements and claims in the ordinary course of business for accrued expense reimbursement, accrued vacation pay and accrued benefits.

(w)

Solvency. None of Back Forty or any of the PSA Entities is insolvent within the meaning of Applicable Laws.

(x)

Absence of Change. Except as disclosed in the Public Disclosure Documents or otherwise disclosed in writing by Aquila to the Purchaser, there has been no event, change or effect that individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect.

(y)

Taxes.

(i)

All material Taxes due and payable by Back Forty and the PSA Entities (whether or not shown due on any Tax Returns and whether or not assessed (or reassessed) by the appropriate Governmental Authority) have been

E-8


timely paid. All assessments and reassessments received by Aquila and Back Forty in respect of Taxes have been paid.

(ii)

All Tax Returns required by Applicable Law to be filed by or with respect to Back Forty or any of the PSA Entities have been properly prepared and timely filed and all such Tax Returns (including information provided therewith or with respect thereto) are true, complete and correct in all material respects, and no material fact or facts have been omitted therefrom which would make any such Tax Returns misleading.

(iii)

Adequate provision has been made by Aquila in the Financial Statements for all Taxes for any period for which Tax Returns are not yet required to be filed, or for which Taxes are not yet due or payable, up to the date of the Financial Statements.

(iv)

Since the date of the Financial Statements, none of Back Forty or any of the PSA Entities has incurred any liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any liability, whether actual or contingent, for Taxes, other than in the ordinary course of business.

(v)

No audit or other proceeding by any Governmental Authority is pending or, to the knowledge of Aquila, threatened with respect to any Taxes due from or with respect to Back Forty or any of the PSA Entities, and no Governmental Authority has given written notice of any intention to assert any deficiency or claim for additional Taxes against Back Forty or any of the PSA Entities. There are no matters under discussion, audit or appeal or in dispute with any Governmental Authority relating to Taxes.

(vi)

No Governmental Authority of a jurisdiction in which Back Forty or any of the PSA Entities do not file Tax Returns has made any written claim that Aquila or Back Forty is (or any of the PSA Entities are) or may be subject to taxation by such jurisdiction. To the knowledge of Aquila, there is no basis for a claim that Back Forty is (or any of the PSA Entities are) subject to Tax in a jurisdiction in which it, Back Forty or any of the PSA Entities do not file Tax Returns.

(vii)

There are no reassessments of Taxes for Back Forty or any of the PSA Entities that have been issued and are under dispute, and none of Back Forty nor any of the PSA Entities has received any communication from any Governmental Authority that an assessment or reassessment is proposed in respect of any Taxes.

(viii)

There are no outstanding agreements, waivers, objections or arrangements extending the statutory period of limitations applicable to any claim for Taxes due from or with respect to Back Forty or any of the PSA Entities for any taxable period, nor has any such agreement, waiver, objection or arrangement been requested. None of Back Forty or any of the PSA Entities

E-9


are bound by any tax sharing, allocation or indemnification or similar agreement.

(ix)

Back Forty and each of the PSA Entities has withheld or collected any Taxes that are required by Applicable Law to be withheld or collected and has paid or remitted, on a timely basis, the full amount of any Taxes that have been withheld or collected, and are due, to the applicable Governmental Authority.

(z)

Foreign Corrupt Practices. None of Back Forty or any of the PSA Entities, nor, to the knowledge of Aquila, any director, officer, agent, employee or other person acting on behalf of Back Forty or any of the PSA Entities has, in the course of his, her or its actions: (i) used, or authorized the use of, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made, or authorized the making of, any direct or indirect unlawful payments to any Canadian or foreign government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 or any similar act under any Laws that Back Forty or the PSA Entities is subject to; or (iv) made, or authorized the making of, any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

(aa)

Labour and Employee Matters. None of Back Forty or any of the PSA Entities is a party to any collective bargaining agreement or subject to any application for certification or threatened or apparent union-organizing campaign and there are no current, pending or threatened strikes, lockouts or other labour disputes or disruptions involving Back Forty or any of the PSA Entities. Each of Back Forty and the PSA Entities is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages and have not and are not engaged in any unfair labour practice.

(bb)

Environmental.

(i)

Back Forty, the PSA Entities, the Business, the Mineral Rights and the Back Forty Property and all operations thereon have been and are in compliance with Environmental Laws in all material respects.

(ii)

The Permits set out in Schedule E-(i) include all material Permits required under Environmental Laws to carry on the Business including to explore, develop, exploit, operate, close, reclaim and rehabilitate the Mineral Rights or the Back Forty Property in the manner contemplated by the Back Forty PEA Technical Report.

(iii)

Back Forty and the PSA Entities have not used or permitted to be used, except in compliance with all Environmental Laws, any of the Back Forty Property to release, dispose, recycle, generate, manufacture, process, distribute, use, treat, store, transport or handle any Hazardous Substance.

E-10


(iv)

To the knowledge of Aquila, there is no presence of any Hazardous Substance on, in or under any of the Mineral Rights or the Back Forty Property or any formerly owned, leased, managed or otherwise controlled real property interests or rights. No Hazardous Substances are expected to be generated from the Back Forty Property (including as a result of the conduct of operations of the Back Forty Project) other than those described in the Back Forty PEA Technical Report.

(v)

None of Back Forty, the PSA Entities, the Business, the Mineral Rights, the Back Forty Property nor any of Back Forty’s or the PSA Entities’ other property or assets is subject to any current, or, to the knowledge of Aquila, any pending or threatened:

(A)

Claim, notice, complaint, allegation, investigation, application, Order, requirement or directive that relates to environmental, natural resources, Hazardous Substances, human health or safety matters, and which could reasonably be expected to require or result in any work, repairs, rehabilitation, reclamation, remediation, construction, obligations, liabilities or expenditures (and, to the knowledge of Aquila, there is no basis for such a Claim, notice, complaint, allegation, investigation, application, Order, requirement or directive); or

(B)

allegation, demand, direction, Order, notice or prosecution with respect to any Environmental Law applicable thereto including any Laws respecting the use, storage, treatment, transportation, rehabilitation, reclamation, remediation or disposition of any Hazardous Substance (including without limitation tailings, waste rock, sediment from erosion, wastewater and surface water run-off) from the Business, the Mineral Rights, the Back Forty Property or any of Back Forty’s or the PSA Entities’ other property or assets and none of Back Forty or the PSA Entities have settled any allegation of non-compliance with Environmental Laws prior to prosecution.

(vi)

Aquila has made available in the Data Room or otherwise provided to the Purchaser a true and complete copy of each environmental audit, assessment, study or test of which it is aware as of the date of this Agreement and since the date of the Original GPA relating to the Business, the Mineral Rights, the Back Forty Property or any of Back Forty’s or the PSA Entities’ other property or assets, including any environmental and social impact assessment study reports.

(vii)

There are no pending or, to the knowledge of Aquila, proposed changes to Environmental Laws, or any Permits required by Environmental Laws to carry on the Business, that would render illegal or materially restrict the operations of Back Forty, the PSA Entities or the Business, or that could otherwise reasonably be expected to result in a Material Adverse Effect.

E-11


(cc)

Aboriginal Matters. Except as disclosed in Schedule E(cc), there are no aboriginal persons or groups, or persons acting on behalf of any aboriginal person or group, from which Back Forty or any of the PSA Entities has received any notice of, or to the knowledge of Aquila, has made any Claim or assertion, written or oral, whether proven or unproven, in respect of aboriginal rights, aboriginal title, treaty rights or any other aboriginal interest in or in relation to all or any portion of the Business, the Mineral Rights or the Back Forty Property. Aquila has made available in the Data Room or otherwise provided to the Purchaser a memorandum summarizing all material correspondence, notices and other documents of which Aquila is aware as of the date of this Agreement, from or involving any aboriginal person or group or any person acting on behalf of any aboriginal person or group relating to the Business, the Mineral Rights or the Back Forty Property including any such correspondence, notices or other documents regarding the development of any impact benefit agreements or other similar arrangements that have been proposed to any aboriginal person or group potentially affected by the Business. Aquila’s aboriginal consultation to the date of this Agreement regarding the proposed exploration, development, construction, operation, closure and rehabilitation of the Back Forty Project has been appropriate and consistent in scope with similar projects of that nature in the State of Michigan, United States.

(dd)

Insurance. The property and assets of Back Forty and the PSA Entities and their respective businesses and operations are insured in amounts and against loss or damage, including property damage and public liability, with financially sound and reputable insurance companies on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses in the relevant jurisdictions, and such coverage is in full force and effect, and none of Back Forty or any of the PSA Entities has breached the terms of any policies in respect thereof nor failed to promptly give any notice or present any material claim thereunder. There are no material claims by Back Forty or any of the PSA Entities under any such policy as to which any insurance company is denying liability or defending under a reservation of rights clause. To the knowledge of Aquila, each of Back Forty and the PSA Entities will be able: (i) to renew existing insurance coverage as and when such policies expire; or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct the Business and at a comparable cost.

(ee)

Intellectual Property. Back Forty and the PSA Entities own or possess the right to use all material Intellectual Property and Aquila is not aware of any Claim to the contrary or any challenge by any other person to the rights of Back Forty or the PSA Entities with respect to the foregoing. To Aquila’s knowledge, the Business as now conducted does not, and as currently proposed to be conducted, will not, infringe or conflict with, in any material respect, patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses or other intellectual property or franchise right of any person. No Claim has been made against Aquila alleging the infringement by Back Forty or the PSA Entities of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person.

E-12


(ff)

No Misrepresentation. All information which has been prepared by or on behalf of Aquila relating to Back Forty, the PSA Entities, the Business and their respective properties and assets (including the Mineral Rights) and publicly disclosed or made available in the Data Room including all financial, marketing, sales and operational information provided to the Purchaser and all Public Disclosure Documents is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading as of the date of such information or documents. All forecasts and budgets which have been prepared by or on behalf of Aquila relating to Back Forty, the PSA Entities, the Business and their respective properties and assets (including Mineral Rights) and available in the Data Room have been prepared in good faith and disclose all material assumptions.

E-13


SCHEDULE E-(g)

Consents, Approvals, Notices

Notice was provided with respect to the transactions contemplated in this Agreement and the Transaction Documents to Orion Fund JV Limited (“Orion”) in respect of participation rights held by Orion pursuant to the Orion Subscription Agreement.

E-14


SCHEDULE E-(i)

The following is a list of permits required under the NREPA that the Company and its Subsidiaries do not currently possess:

Part 632 - Nonferrous Metallic Mineral Mining Permit (Mine Permit)
Part 31 / Part 41 - National Pollutant Discharge Elimination System (NPDES) Permit
Part 55 - Air Quality Division – Permit to Install (Air Permit)
Part 301/303 - Permit for work in regulated wetlands and streams (Wetlands Permit)
Part 315 - Permit for Dam Safety (Dam Safety Permit)
Part 22 – Groundwater Discharge Permit

It is uncertain whether a Dam Safety Permit or a Groundwater Discharge Permit will be required. The decision will be based on the final design in the Feasibility Study and EGLE’s determination of conditions of said design.

In addition to the permits listed above, Lake Township has a mineral extraction ordinance and a zoning special use ordinance in place that purports to impose a local permit requirement for the Back Forty Project. However, the Company believes that Part 632 pre-empts these ordinances and prohibits the Township from imposing any requirements in addition to or which conflict with Part 632, except for regulating local truck traffic/road use and hours of operation, so long as any such regulation is consistent with customary mining operations.

E-15


SCHEDULE E-(o)

Material Contracts

1.

The Silver Purchase Agreement

2.

The HudBay Agreement

3.

The Subscription Agreement

4.

The Orion Subscription Agreement

5.

The Arrangement Agreement

6.

Financial Advisor engagement letter between the Company and Scotiabank signed January 22, 2019

7.

PO 2108100 between the Company and WSP Canada Ltd.

8.

Enterprise Optimization Study for the Aquila Resources Back Forty Project, Michigan between the Company and Whittle Consulting dated August 31, 2021– Stage 2 executed

9.

Technical Services Agreement between the Company and Osisko Development Corp dated March 24, 2021

E-16


SCHEDULE E-(p)

Current Debt Instruments

Debt

Aquila Party

Lender

Irrevocable standby letter of credit IS0014958U, as most recently amended 28 September 2020 in the amount of USD$40,000

Aquila Michigan Inc.

Wells Fargo

Irrevocable standby letter of credit IS0011135, as most recently amended 9 February 2021 in the amount of USD$10,000

Back Forty Joint Venture LLC

Wells Fargo

Unsecured corporate credit card facility with a credit limit of USD$10,000

Aquila Michigan Inc.

Wells Fargo

Secured corporate credit card facility with a credit limit of CAD$30,000

Aquila Resources Inc.

RBC

E-17


SCHEDULE E-(r)

[REDACTED - COMMERCIALLY SENSITIVE]

E-18


SCHEDULE E-(cc)

[REDACTED - COMMERCIALLY SENSITIVE]

E-19


SCHEDULE F

PURCHASER REPRESENTATIONS AND WARRANTIES

(a)

Organization. The Purchaser has been duly formed and is validly existing under the Laws of its formation.

(b)

Authorization. The Purchaser has the requisite power and authority to enter into each of the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder, as applicable. Each of the Transaction Documents to which the Purchaser is a party has been duly authorized, executed and delivered by the Purchaser and each Transaction Document to which the Purchaser is a party is or will be a valid and binding agreement of the Purchaser enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction.

(c)

No Violation. The execution and delivery by the Purchaser of each Transaction Document to which it is a party, and the performance by it of its obligations hereunder and thereunder, as applicable, does not and will not result in the breach or violation of any of the provisions of, or constitute a default under or conflict with any provision of the constitutional documents or any resolution of the shareholders or directors (or any committee thereof) of the Purchaser or any applicable Laws.

(d)

Money Laundering. The funds representing the Deposit which will be advanced by the Purchaser to Back Forty hereunder will not represent proceeds of crime for the purposes of PCMLA and the Purchaser acknowledges that Back Forty may in the future be required by law to disclose the Purchaser’s name and other information relating to Transaction Documents, on a confidential basis, pursuant to the PCMLA. To the Purchaser’s knowledge, none of the funds representing the Deposit to be provided by the Purchaser: (i) have been or will be derived from or related to any activity that is deemed criminal under the Laws of Canada, the United States or any other jurisdiction; or (ii) are being tendered on behalf of a person or entity who has not been identified to the Purchaser; and the Purchaser shall promptly notify Back Forty if it discovers that any of such representations ceases to be true, and will provide Seller with appropriate information in connection therewith.

F-1


SCHEDULE G

SECURITY DOCUMENTS

Personal Property

1.

Guarantees executed by:

(a)

Aquila in favour of the Purchaser;

(b)

Aquila Resources Corp. in favour of the Purchaser;

(c)

Aquila Resources USA Inc. in favour of the Purchaser;

(d)

Aquila Michigan Inc. in favour of the Purchaser; and

(e)

Back Forty in favour of the Purchaser.

2.

General Security Agreements executed by:

(a)

Aquila in favour of the Purchaser;

(b)

Aquila Resources Corp. in favour of the Purchaser;

(c)

Aquila Resources USA Inc. in favour of the Purchaser;

(d)

Aquila Michigan Inc. in favour of the Purchaser; and

(e)

Back Forty in favour of the Purchaser.

3.

Share Pledge Agreement in respect of shares in Aquila Michigan Inc. executed by Aquila in favour of the Purchaser.

4.

From and after the Effective Time:

(a)

Limited Recourse Guarantee executed by GORO Acquisitionco in favour of the Purchaser; and

(b)

Share Pledge Agreement in respect of shares in Aquila executed by GORO Acquisitionco in favour of the Purchaser.

5.

Verification Statements of Financing Statements filed pursuant to the Personal Property Security Act (Ontario) for:

(a)

Aquila;

(b)

Aquila Resources Corp.; and

(c)

GORO Acquisitionco.

G-1


6.

Original share certificates certifying that:

(a)

Aquila Resources Corp. is the owner of 100 fully paid and non-assessable shares of the capital stock of Aquila Resources USA Inc. dated March 30, 2015;

(b)

Aquila is the registered holder of 16,355,482 fully paid and non-assessable common shares of Aquila Resources Corp. dated March 30, 2015;

(c)

Aquila is the owner of 518 fully paid and non-assessable shares of the capital stock of Aquila Michigan Inc. dated January 2014;

(d)

Aquila Resources Corp. is the registered holder of 100 fully paid and Common shares of Aquila Gold Inc. dated March 30, 2015;

(e)

Aquila Resources Corp. is the registered holder of 100 fully paid and non- assessable Common shares of Aquila Alliance Inc. dated March 30, 2015;

(f)

Aquila Resources Corp. is the owner of 100 fully paid and non-assessable shares of the capital stock of Aquila Nickel Inc. dated June 15, 2016; and

(g)

GORO Acquisitionco is the owner of 343,725,066 fully paid and non-assessable shares in the capital stock of Aquila (or such other number of shares as may be issued and outstanding as of the Effective Date) dated as of the Effective Date (to be delivered in accordance with Section 9.2(i)).

7.

Power of Attorney to Transfer Shares executed by:

(a)

Aquila to transfer 16,355,482 common shares of Aquila Resources Corp.;

(b)

Aquila Resources Corp. to transfer 100 shares of capital stock of Aquila Resources USA Inc.;

(c)

Aquila to transfer 518 shares of capital stock of Aquila Michigan Inc.;

(d)

Aquila Resources Corp. to transfer 100 common shares of Aquila Gold Inc.;

(e)

Aquila Resources Corp. to transfer 100 common shares of Aquila Alliance Inc.;

(f)

Aquila Resources Corp. to transfer 100 common shares of Aquila Nickel Inc.; and

(g)

GORO Acquisitionco to transfer 343,725,066 common shares of Aquila (or such other number of common shares as may be issued and outstanding as of the Effective Date) (to be delivered in accordance with Section 9.2(i)).

G-2


8.

Assignments of Membership Interest executed by:

(a)

Aquila Resources USA Inc. to transfer and assign a membership interest equal to 49% of Back Forty; and

(b)

Aquila Michigan Inc. to transfer and assign a membership interest equal to 51% of Back Forty.

9.

Amended and Restated Intercompany Subordination Agreement executed by Back Forty, Aquila, Aquila Resources Corp., REBgold Corporation, Aquila Michigan Inc., Aquila Resources USA Inc., the Purchaser and the Silver Purchaser.

10.

Intercreditor Agreement.

Real Property Interests

11.

Mortgage executed by Back Forty in favour of the Purchaser.

12.

Collateral Assignments executed by Back Forty or Aquila Resources USA Inc., as applicable, for the following:

(a)

Metallic Mineral leases between Back Forty and the Department of Natural Resources, State of Michigan;

(b)

Land Agent Services and Trust Agreement between Back Forty and Dale Andersen dated April 20, 2010, as amended by an Assignment, Assumption and Amendment of Land Agent Services and Trust Agreement dated February 5, 2013;

(c)

Mineral Lease Agreement between Back Forty and Kathryn Sebranke, heir of Harvey Washburn, dated November 9, 2001, as partially released by a Partial Release dated December 30, 2003;

(d)

Mineral Lease Agreement between Back Forty and Richard Henes, heir of Harvey Washburn, dated October 31, 2002, as partially released by a Partial Release dated December 30, 2003; and

(e)

Lease between Aquila Resources USA Inc. and Carney-Nadeau Commercial, LLC dated June 30, 2008, as amended by an Assignment of Lease dated October 2013 whereby Aquila Resources USA Inc. assigned its interest as lessee under the Lease to Back Forty.

G-3


SCHEDULE H

ADDITIONAL PERMITTED ENCUMBRANCES

None.

H-1


SCHEDULE I

FORM OF GUARANTEE

As attached.

I-1


SCHEDULE 3.2

CONSENTS TO ASSIGNMENT

[REDACTED - COMMERCIALLY SENSITIVE]

3.2-1


Exhibit 10.16

REDACTED Version

AMENDED AND RESTATED

SILVER PURCHASE AGREEMENT

OSISKO BERMUDA LIMITED

– and –

AQUILA RESOURCES INC.

– and –

BACK FORTY JOINT VENTURE LLC

December 7, 2021


TABLE OF CONTENTS

Article 1 INTERPRETATION

2

1.1

Defined Terms

2

1.2

Certain Rules of Interpretation

24

Article 2 PURCHASE AND SALE

26

2.1

Purchase and Sale of Refined Silver

26

2.2

Delivery Obligations

27

2.3

Invoicing

28

2.4

Silver Purchase Price

29

2.5

Payment

29

Article 3 DEPOSIT PAYMENT

29

3.1

Deposit

29

3.2

Conditions Precedent to First Deposit in Favour of the Purchaser

30

3.3

Conditions Precedent to Subsequent Deposits in Favour of the Purchaser

31

3.4

Use of Deposit

33

3.5

Deposit Record

33

3.6

Satisfaction of Conditions Precedent

34

Article 4 TERM

34

4.1

Term

34

4.2

Survival

34

Article 5 REPORTING; BOOKS AND RECORDS; INSPECTIONS

35

5.1

Monthly Reporting

35

5.2

Annual Reporting

35

5.3

Ongoing Reporting

35

5.4

Provision of Reports

36

5.5

Books and Records

36

5.6

Inspections

38

Article 6 COVENANTS

38

6.1

Conduct of Operations

38

6.2

Preservation of Corporate Existence and Property/No Encumbrances

39

6.3

Processing/Commingling

40

6.4

Offtake Agreements

40

6.5

Insurance

41

6.6

Confidentiality

42

6.7

Restrictions on Business

44

6.8

Non-Arm’s Length Transactions

44

6.9

Indebtedness

44


6.10

Feasibility Study

44

Article 7 TRANSFERS OF INTERESTS

45

7.1

Prohibited Transfers

45

7.2

Prohibition on Sale of Mineral Interests

45

7.3

Permitted Transfers and Changes of Control

46

7.4

Abandonment

50

Article 8 SECURITY

51

8.1

Security

51

8.2

Stockpiling

51

Article 9 GUARANTEE

52

9.1

PSA Entity, Back Forty and Aquila Parent Guarantee and Indemnity

52

9.2

Guarantor Security

52

Article 10 REPRESENTATIONS AND WARRANTIES

54

10.1

Representations and Warranties of Aquila and Back Forty

54

10.2

Representations and Warranties of the Purchaser

54

10.3

Survival of Representations and Warranties

54

10.4

Knowledge

54

Article 11 AQUILA EVENTS OF DEFAULT

55

11.1

Aquila Events of Default

55

11.2

Remedies

57

Article 12 PURCHASER EVENTS OF DEFAULT

58

12.1

Purchaser Events of Default

58

12.2

Remedies

59

Article 13 ADDITIONAL PAYMENT TERMS

59

13.1

Payments

59

13.2

Taxes

59

13.3

Overdue Payments

60

13.4

Set-Off

60

Article 14 INDEMNITIES

61

14.1

Indemnity of Aquila and Back Forty

61

14.2

Indemnity of Purchaser

61


Article 15 GENERAL

62

15.1

Disputes and Arbitration

62

15.2

Further Assurances

62

15.3

No Joint Venture

62

15.4

Governing Law

63

15.5

Notices

63

15.6

Press Releases

64

15.7

Amendments

64

15.8

Beneficiaries

65

15.9

Entire Agreement

65

15.10

Waivers

65

15.11

Assignment

65

15.12

Severability

66

15.13

Costs and Expenses

66

15.14

Permitted Encumbrances

66

15.15

Amendment and Restatement of Current SPA, and Purchaser’s Consent

66

15.16

Reaffirmation

67

15.17

Counterparts

67


THIS AMENDED AND RESTATED PURCHASE AGREEMENT dated as of December 7, 2021.

BETWEEN:

OSISKO BERMUDA LIMITED, an exempted company existing under the laws of Bermuda

(the “Purchaser”)

- and -

AQUILA RESOURCES INC., a corporation incorporated under the laws of Ontario

(“Seller” or “Aquila”)

– and –

BACK FORTY JOINT VENTURE LLC, a limited liability company formed under the laws of Michigan

(“Back Forty”)

WITNESSES THAT:

WHEREAS the Purchaser, Aquila and Back Forty are party to an amended and restated silver purchase agreement dated March 10, 2021 (the “Current SPA”);

AND WHEREAS pursuant to the Arrangement Agreement, Aquila, GORO and GORO Acquisitionco propose to implement an arrangement under Section 182 of the OBCA pursuant to which, at the Effective Time, all of the issued and outstanding shares of Aquila will be acquired by GORO Acquisitionco (the “Arrangement”);

AND WHEREAS GORO Holdco is a direct wholly-owned subsidiary of GORO, and GORO Acquisitionco is a direct wholly-owned subsidiary of GORO Holdco;

AND WHEREAS in anticipation of the completion of the Arrangement, the Purchaser, Aquila and Back Forty wish to amend the Current SPA in the manner as provided for in this amended and restated silver purchase agreement (this “Agreement”), effective immediately prior to the Effective Time;

AND WHEREAS this Agreement gives effect to such amendments and restates and replaces the Current SPA in its entirety, effective from and after the time immediately prior to the Effective Time;

AND WHEREAS prior to the date hereof, the Purchaser has paid to Aquila (or is deemed to have paid to Aquila) an aggregate of $17,226,000 of the Deposit, as set forth in greater detail in Section 3.1 of 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 are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

ARTICLE 1

INTERPRETATION

1.1

Defined Terms

For the purposes of this Agreement (including the recitals and the schedules hereto), unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

Abandonment Property” has the meaning set out in Section 7.4.

Additional Amount” has the meaning set out in Section 13.2(b).

Additional Term” has the meaning set out in Section 4.1(a).

Affiliate” means, in relation to any person, any other person who is, directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with such first mentioned person.

Agreement” means this amended and restated purchase agreement and all attached schedules, in each case as the same may be further amended, restated, amended and restated, supplemented, modified or superseded from time to time in accordance with the terms hereof.

Annual Compliance Certificate” means a certificate signed by an authorized senior officer of each of Aquila and Back Forty certifying that as of the date of such certificate:

(a)

all of the representations and warranties made by Aquila and Back Forty pursuant to this Agreement are true and accurate in all material respects (other than those representations and warranties which are subject to a materiality qualifier, which representations and warranties shall be true and accurate in all respects) as if made on and as of the date of such certificate;

(b)

no Aquila Event of Default or Material Adverse Effect has occurred and is continuing as of the date of such certificate; and

(c)

no event which with notice or lapse of time or both would become an Aquila Event of Default has occurred and is continuing as of the date of such certificate;

in each case, except as specified in such certificate, together with all material information relating to such exception, including, if applicable, any action which the PSA Entities have taken or propose to take with respect thereto, provided that the certification in clause (a) above of this definition shall not be required in any Annual Compliance Certificate delivered after the Deposit has been fully paid by the Purchaser.

2 -


Annual Development and Operations Report” means a written report in relation to a fiscal year with respect to the Back Forty Project, to be prepared by or on behalf of Back Forty, which shall include all of the information pertaining to the construction, commissioning or operations contained in annual reports prepared and provided to the board of directors of any of the Aquila Group Entities and to the extent not contained in such reports, will also contain, for such year,

(a)(i) types, ounces and grades of mined gold and silver and (ii) types, pounds and grades of mined copper, lead and zinc;

(b)(i) types, ounces and grades of stockpiled gold and silver and (ii) types, pounds and grades of stockpiled copper, lead and zinc;

(c)with respect to the processing facilities related to the Back Forty Project, the types, tonnes and grade of Minerals processed; recoveries for gold, silver, copper, lead, zinc and Other Minerals; and doré and concentrates weight and gold, silver, copper, lead and zinc grade;

(d)the number of ounces of gold and silver, the number of pounds of copper, lead and zinc, and the quantity of Other Minerals contained in the material processed during such year, but not delivered to an Offtaker by the end of such year;

(e)the number of ounces of gold and silver, the number of pounds of copper, lead and zinc, and the quantity of Other Minerals delivered to an Offtaker;

(f)the amount and a description of development, operating and capital expenditures;

(g)a statement setting out the mineral reserves and mineral resources (by category) prepared in compliance with NI 43-101 (with the assumptions used, including cut-off grade, metal prices and metal recoveries) and the associated block model;

(h)a review of the development or operating activities for the year and a report on any material issues or departures from that contemplated by the Operating Plan, as applicable as of the first day of the fiscal year;

(i)variances from projected development, operating and capital expenditures and any actual or expected adverse impact on development or production or recovery of gold, silver,

3 -


copper, lead, zinc and Other Minerals, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters;

(j)if applicable, the percentage completion compared to the Operating Plan of the major elements of construction and the anticipated date of Commencement of Commercial Production, if it has not yet then occurred; and

(k)details of any material health or safety violations and/or material violations of any Applicable Laws.

The Annual Development and Operations Report shall also contain a report on any Encumbrances, other than Permitted Encumbrances, placed on the assets or properties of Back Forty or the PSA Entities greater than $[REDACTED] (in the aggregate).

Annual Forecast Report” means a written report in relation to a fiscal year with respect to the Back Forty Project, to be prepared by or on behalf of Back Forty, including with reasonable detail a forecast, based on the current Operating Plan, for such fiscal year on a month-by-month basis and over the remaining life of the mine on a year-by-year basis, including:

(a)

the amount and a description of planned development, operating and capital expenditures;

(b)

(i) types, ounces and grades of gold and silver to be mined and (ii) types, pounds and grades of copper, lead and zinc to be mined;

(c)

(i) types, ounces and grades of gold and silver to be stockpiled and (ii) types, pounds and grades of copper, lead and zinc to be stockpiled; and

(d)

with respect to the processing facilities, the types, ounces and grades of gold and silver to be processed and the types, pounds and grades of copper, lead and zinc to be processed; expected recoveries for gold, silver, copper, lead, zinc and Other Minerals; and expected doré and concentrates weight and gold, silver, copper, lead and zinc grade.

Applicable Laws” means any international, federal, state, provincial, territorial, local or municipal law, regulation, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations of any Governmental Authority or stock exchange, including any judicial or administrative interpretation thereof, applicable to a person or any of its properties, assets, business or operations.

Applicable Percentage” has the respective meanings set out in Sections 6.5(b) and 6.5(d).

Approved Purchaser” means a Person which (i) has sufficient financial resources to perform the obligations of Back Forty and each PSA Entity under this Agreement and under their respective Guarantees, (ii) has either net financial assets reflected on its most recent audited balance sheet of not less than $[REDACTED] or a market capitalization of not less than $[REDACTED] immediately prior to the announcement of the Change of Control

4 -


or Transfer, as applicable, and (iii) has sufficient mining, engineering, operational and technical capability to continue the development and operation of the Back Forty Project and in a manner that provides reasonable assurance that the Back Forty Project will be developed and operated in a commercially reasonable manner and in accordance with Good Industry Practice, the Operating Plan and this Agreement.

Aquila Event of Default” has the meaning set out in Section 11.1.

Aquila Group Entity” means Aquila and any Affiliate of Aquila (including the other PSA Entities and Back Forty), from time to time.

Aquila Offtake Agreement” means any agreement or arrangement between Aquila and Back Forty pursuant to which Aquila agrees to purchase from Back Forty all Refined Silver that is required to be delivered to the Purchaser by Aquila in accordance with the terms of this Agreement.

Aquila Parent” means (i) from and after the Effective Time until the occurrence of a Pre- approved Change of Control, GORO Acquisitionco, and (ii) from and after a Pre-approved Change of Control, each Person holding any equity interests or voting shares of Aquila from time to time.

Arbitration Rules” means the International Arbitration Rules of the American Arbitration Association.

Arrangement” has the meaning set out in the recitals hereto.

Arrangement Agreement” means the arrangement agreement dated as of October 5, 2021 between Aquila, GORO and GORO Acquisitionco.

Associate” has the meaning ascribed to such term in the Securities Act (Ontario), as in effect on the date of this Agreement.

Back Forty PEA Technical Report” means the Preliminary Economic Assessment of the Back Forty Project, Michigan, USA prepared by P&E Mining Consulting dated [REDACTED].

Back Forty Project” means the Back Forty Project located in Menominee County, Michigan, as described in the Back Forty PEA Technical Report, including the mining, exploration and development operations conducted thereon, and the mines, infrastructure, equipment, inventory, processing facilities and other facilities constructed and operated at or in respect of the Back Forty Project, including all Minerals and Permits.

Back Forty Property” means all real property interests, mineral claims, mineral leases, surface access rights and other rights, concessions and interests relating to the Back Forty Project as set forth in Schedule A-1, and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Authority. “Back Forty Property” shall also include (i) any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, surface access rights and any related rights,

5 -


concessions or interests, owned or in respect of the Back Forty Project at any time during the Term, whether or not such ownership or interest is held continuously, (ii) all future rights, concessions and interests that are contiguous to such real property interests, mineral claims, mineral leases, surface access rights and other rights, concessions and interests, and (iii) all future other real property interests, mineral claims, mineral leases, surface access rights and other rights, concessions or interests that have the effect of increasing the size of the Back Forty Property, in the case of (ii) and (iii) to the extent such rights, concessions and interests are located within ten (10) kilometers from the outermost boundary of the current Back Forty Property and which Back Forty or an Affiliate of Back Forty has an ownership or interest in.

Business” means the business of the PSA Entities, on a consolidated basis, as described in the Public Disclosure Documents.

Business Day” means any day other than a Saturday or Sunday or a day that is a statutory holiday under the laws of any of the Province of Ontario, the State of Michigan or Bermuda.

Certificate of Arrangement” means a certificate of arrangement pursuant to Section 183(2) of the OBCA in respect of articles of arrangement giving effect to the Arrangement in accordance with a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement.

Change of Control” of a person (the “Subject Person”) means the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, Transfer or acquisition of voting securities, the result of which is that any other person or group of other persons acting jointly or in concert for purposes of such transaction (1) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting securities of the Subject Person or (2) otherwise acquires control, directly or indirectly, of the Subject Person.

Claim” means any claim or liability of any nature whatsoever, including any demand, obligation, liability, debt, cause of action, suit, proceeding, judgment, award, assessment or reassessment.

Collateral” means all of the property, assets, undertaking and rights of Back Forty and the PSA Entities in and relating to the Back Forty Project (but for greater certainty excluding the Excluded Assets), whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to: (a) the Back Forty Property; (b) all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property; (c) all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and (d) all books and records of Back Forty and the PSA Entities related to any of the foregoing.

Collective Deposits” means, collectively, the First Deposit, the Second Deposit, the Third Deposit, the Fourth Deposit and the Land Deposit.

6 -


Commencement of Commercial Production” means [REDACTED – COMMERCIALLY SENSITIVE].

Commencement of Commercial Production Date” means [REDACTED – COMMERCIALLY SENSITIVE].

Commingling Plan” has the meaning set out in Section 6.3.

Confidential Information” has the meaning set out in Section 6.6(a).

Contaminant” means any solid, liquid, gas, odor, heat, sound, vibration, radiation, or combination of any of them, that is reasonably expected to:

(a)materially impair the quality of the environment for any use that can be made of it;

(b)materially injure or damage property or plant or animal life;

(c)materially and adversely affect the health of any individual;

(d)materially impair the safety of any individual;

(e)materially render any plant or animal life unfit for use by man; or

(f)create a liability under any Environmental Law;

and includes any “contaminant” within the meaning assigned to such term in any Environmental Law.

Contract” means in respect of any person, any written or oral agreement, indenture, contract, lease, sublease, deed of trust, licence, option or other legal enforceable obligation of, or in favour of the applicable person.

control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that person, whether through the ownership of voting securities, by contract or otherwise.

Current SPA” has the meaning set out in the recitals hereto.

Dam Safety Permit” means a permit to be issued by EGLE for the Back Forty Project under Part 315 of NREPA.

Data Room” means the virtual data room created by Aquila and hosted by Dropbox, as populated at 5:00 p.m. (Toronto time) on the Business Day preceding the date of the Current SPA.

Date of Delivery” has the meaning set out in Section 2.2(c).

Definitive Agreement” has the meaning set out in Section 7.2(c).

7 -


Deposit” has the meaning set out in Section 3.1.

Deposit Record” has the meaning set out in Section 3.5.

Deposit Reduction Date” means the date on which the Deposit is reduced to nil in accordance with this Agreement.

Deposit Repayment Amount” means [REDACTED - COMMERCIALLY SENSITIVE].

Deposit Repayment Reduction Date” means the date on which the Deposit Repayment Amount is reduced to nil in accordance with this Agreement.

Deposit Request” has the meaning set out in Section 3.3(a)(i).

Designated Percentage of Payable Silver” means 85% of the number of ounces of Payable Silver in respect of any Minerals from the Back Forty Property for which any Aquila Group Entity receives an Offtaker Settlement.

Distribution” means, with respect to any PSA Entity:

(a)

the retirement, redemption, retraction, purchase or other acquisition by such PSA Entity of any securities of such PSA Entity;

(b)

the declaration or payment of any dividend, return of capital or other distribution (in cash, securities or other property or otherwise) of, on or in respect of, any securities of such PSA Entity;

(c)

any payment, repurchase or other acquisition by such person of, or on account of, any debt of such PSA Entity held by any Aquila Group Entity, including in respect of principal, interest, bonus, premium or otherwise; or

8 -


(d)

any other payment or distribution (in cash, securities or other property, or otherwise) by such person of, on or in respect of its securities.

Effective Date” means the date of issue of the Certificate of Arrangement.

Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date.

EGLE” means the Michigan Department of Environment, Great Lakes, and Energy, formerly known as the Michigan Department of Environmental Quality.

Encumbrances” means any and all mortgages, charges, assignments, hypothecs, pledges, security interests, liens, contractual rights of set-off and other encumbrances of every nature and kind, whether contingent or absolute and any agreement, option or privilege capable of becoming any of the foregoing (whether consensual, arising by law or otherwise) that secures the payment of any Indebtedness or liability or the observance, payment or performance of any obligation.

Environmental Laws” means all Applicable Laws relating to the protection of the environment, natural resources, human health and safety, Hazardous Substances, the assessment of environmental and social impacts or the rehabilitation, reclamation and closure of lands used in connection with the Back Forty Project.

Excluded Assets” means the shares of, and any assets of, REBgold Corporation and any of its subsidiaries from time to time, provided that none of such entities holds a direct or indirect interest in Back Forty or any Collateral.

Existing Guarantee” has the meaning set out in Section 9.1(a)

Excluded Taxes” has the meaning set out in Section 13.2(c).

Feasibility  Study” means [REDACTED - COMMERCIALLY SENSITIVE].

Financial Statements” means the audited consolidated financial statements of Aquila as at and for the year ended December 31, 2019, including the notes thereto, together with the auditor’s report thereon, and the unaudited consolidated financial statements of Aquila as at and for the three months ended September 30, 2020, each of which form part of the Public Disclosure Documents.

First Deposit” has the meaning set out in Section 3.1(a).

9 -


Fixed Silver Price” means $4.00 per ounce of Refined Silver.

Fourth Deposit” has the meaning set out in Section 3.1(e).

Gold Purchase Agreement” means the amended and restated gold purchase agreement dated as of the date hereof among the Gold Purchaser, Aquila and Back Forty.

Gold Purchaser” means Osisko Bermuda Limited (successor by amalgamation to Orion Titheco Limited) in its capacity as purchaser under the Gold Purchase Agreement.

Gold Purchaser Subscription Agreement” means the subscription agreement dated November 8, 2017 between the Purchaser and the Seller.

GORO” means Gold Resource Corporation, a corporation incorporated under the laws of the State of Colorado.

GORO Acquisitionco” means Gold Resource Acquisition Sub, Inc., a corporation incorporated under the laws of the State of Colorado.

GORO Entity” means, from and after the Effective Time and from time to time, GORO and any other person (now or hereafter formed or acquired) that holds or acquires directly or indirectly any interest in Aquila, including GORO Acquisitionco and GORO Holdco.

GORO Holdco” means Gold Resource Corporation (USA), a corporation incorporated under the laws of the State of Colorado.

Good Industry Practice” means, in relation to any decision or undertaking, the exercise of that degree of diligence, skill care, prudence, oversight, economy and stewardship which is commonly observed or would reasonably be expected to be observed by international mining companies in the operation of projects similar to the Back Forty Project in the United States or Canada.

Governmental Authority” means any international, federal, state, provincial, territorial, municipal or local government, agency, department, ministry, authority, board, tribunal, commission or official, including any such entity with power to tax, or exercise regulatory or administrative functions, or any court, arbitrator (public or private), stock exchange or securities commission.

Guarantee” has the meaning set out in Section 9.1.

Guaranteed Obligations” means all present and future debts, liabilities and obligations of Aquila Parent, Back Forty or any PSA Entity to the Purchaser under or in connection with this Agreement or the other Transaction Documents, including its obligations under Article 2 and to pay any amounts under this Agreement, including an award of the arbitrators under Section 15.1.

Guarantor Collateral” has the meaning set out in Section 9.2(a).

Guarantor Security Agreements” has the meaning set out in Section 9.2(a).

10 -


Guarantor Security Supporting Documents” has the meaning set out in Section 9.2(a).

Hazardous Substances” means any substance, material or waste defined, regulated, listed or prohibited by Environmental Laws, including pollutants, Contaminants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, wasterock, radioactive materials, flammable substances, explosives, petroleum and petroleum products, polychlorinated biphenyls, chlorinated solvents and asbestos.

[REDACTED - COMMERCIALLY SENSITIVE]

[REDACTED - COMMERCIALLY SENSITIVE]

[REDACTED - COMMERCIALLY SENSITIVE]

Indebtedness” of any person means, without duplication:

(a)

all obligations of such person for borrowed money and all obligations of such person evidenced by bonds, debentures, notes, bills or other similar instruments;

(b)

all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for such person’s account;

(c)

all obligations of such person under any lease that is required to be classified and accounted for as a capital or financed lease for financial accounting purposes or under any synthetic lease, tax retention, operating lease or other lease having substantially the same economic effect as a conditional sale, title retention agreement or similar arrangement;

(d)

all obligations of such person in respect of the deferred purchase price of property or services including pursuant to this Agreement or any other forward or prepaid sale of a Mineral Interest (excluding current accounts payable incurred in the ordinary course of business);

(e)

all indebtedness of another person secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Encumbrance, upon or in property owned by such person, even if such person has not assumed or become liable for the payment of such obligations or such obligations are limited in recourse;

(f)

all obligations of such person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);

11 -


(g)

all guarantees, indemnities and other obligations (contingent or otherwise) of such person in respect of Indebtedness of another person; and

(h)

all obligations of such person to purchase, redeem, retire, defease or otherwise acquire for value any equity, ownership or profit interests in such person within ten years from the date of issuance thereof.

Initial Term” has the meaning set out in Section 4.1(a).

Insolvency Event” means, in relation to any person, any one or more of the following events or circumstances:

(a)

proceedings are commenced for the winding-up, liquidation or dissolution of it, unless it in good faith actively and diligently contests such proceedings resulting in a dismissal or stay thereof within 30 days of the commencement of such proceedings;

(b)

a decree or order of a court of competent jurisdiction is entered adjudging it to be bankrupt or insolvent (unless vacated), or a petition seeking reorganization, arrangement or adjustment of or in respect of it is approved under Applicable Laws relating to bankruptcy, insolvency or relief of debtors;

(c)

it makes an assignment for the benefit of its creditors, or petitions or applies to any court or tribunal for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or commences for itself or acquiesces in or approves or has filed or commenced against it any proceeding under any Applicable Law relating to bankruptcy, insolvency, reorganization, arrangement or readjustment of debt or any proceeding for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or has a liquidator, administrator, receiver, trustee, conservator or similar person appointed with respect to it or any substantial portion of its property or assets unless such proceeding, assignment or appointment is involuntary and dismissed, vacated or stayed within 30 days of commencement of such proceeding; or

(d)

a resolution of its board of directors is passed for any of the foregoing.

Intellectual Property” means all trade-marks, trade names, business names, patents, inventions, know-how, copyrights, service marks, brand names, industrial designs and all other industrial or intellectual property owned or used by Aquila Parent or any PSA Entity in connection with the Back Forty Project, and all applications therefor and all goodwill in connection therewith, including all licences, registered user agreements and all like rights used by or granted to Aquila Parent or any PSA Entity in connection with the Back Forty Project.

Intercreditor Agreement” means the intercreditor agreement dated as of November 8, 2017 pursuant to the Gold Purchase Agreement among the Purchaser, the Gold Purchaser, the Seller, each other PSA Entity and Back Forty and, following the Effective Time, GORO Acquisitionco.

12 -


Land Deposit” has the meaning set out in Section 3.1(e).

Lenders” means the lenders, administrative agents and collateral agents or trustees, as applicable, from time to time under or in respect of any Project Facility.

Limited Recourse Guarantee” has the meaning set out in Section 9.1(b).

Losses” means any and all damages, claims, losses, diminution of value, liabilities, fines, injuries, costs, penalties and expenses (including reasonable legal fees). Losses shall not include consequential, special, exemplary, indirect, incidental or punitive damages or loss of profits or opportunity except to the extent such losses are awarded to a third party in connection with a Third Party Claim.

Lot” means the applicable quantity of each shipment of concentrate or any other product containing Minerals to an Offtaker pursuant to an Offtake Agreement.

Material Adverse Effect” means any change, event, occurrence, circumstance, fact or effect that, when taken individually or together with all other events, occurrences, changes or effects has, or could reasonably be expected to have, a material adverse effect on:

(a)

the operations, results of operations, business, affairs, properties, assets, prospects, liabilities and obligations (contingent or otherwise), capitalization or condition (financial or otherwise) of the PSA Entities, taken as a whole;

(b)

the Back Forty Project, including (A) the ability of (1) Aquila Parent, Back Forty or any PSA Entity to perform its obligations under any Transaction Document, as applicable, or (2) Back Forty to develop or operate the Back Forty Project substantially in accordance with the Operating Plan in effect at the time of the occurrence of such change, event, occurrence, circumstance, fact or effect; or (B) any significant decrease to expected silver production from the Back Forty Project based on the Back Forty PEA Technical Report or any subsequent Operating Plan in effect at the time of the occurrence of such change, event, occurrence, circumstance, fact or effect; or

(c)

the legality, validity, binding effect or enforceability against Aquila Parent, Back Forty or any PSA Entity of any Transaction Document to which it is a party or the Purchaser’s rights and remedies under the Security Documents,

provided, in each case, that it shall not include any event, change or effect resulting from (i) the announcement of the execution of this Agreement or any other Transaction Document contemplated herein or therein; or (ii) any change in the price of the publicly listed stock of Aquila or, from and after the Effective Time, GORO; or (iii) for the purposes of Section 11.1, any change in commodity prices (it being understood that the underlying effects, events, facts or occurrences giving rise to any of (i), (ii) or (iii) that are not otherwise excluded by this proviso may be determined, acting reasonably, to constitute, or give rise to, a Material Adverse Effect).

Material Contract” means each Contract listed on Disclosure Schedule F-(o) and any other Contract which is material to the Business, having regard to the potential

13 -


consequences of the breach, loss or termination of such Contract, and which includes a Contract that involves the potential expenditure of more than $[REDACTED] in the aggregate.

Mineral Interest” means any royalty, stream, participation or production interest, or any agreements that are similar to a royalty, stream, participation or production interest agreement, in each case in respect of any Minerals.

Mineral Interest Holder” has the meaning set out in Section 7.2(b).

Mineral Reserves” means proven mineral reserves and probable mineral reserves as defined and incorporated under NI 43-101.

Minerals” means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted or otherwise recovered from the Back Forty Property, and including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Back Forty Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates or doré.

Monthly Development and Operations Report” means a written report prepared by or on behalf of Back Forty in relation to the immediately preceding calendar month, which report shall include all material information pertaining to the development or operations of the Back Forty Project, including the following information for such month:

(a)

a review of the permitting, development or operating activities for the month and a report on any material issues, departures from, or contemplated or potential changes to the Operating Plan, as applicable;

(b)

a summary of the actual Project Costs incurred on a cumulative and monthly basis (including costs committed to and/or actually funded, and, if applicable, the expected time of funding);

(c)

variances of actual Project Costs from projected Project Costs in the Operating Plan and any actual or expected adverse impact on the production or recovery of Produced Silver, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters;

(d)

the percentage completion of the major elements of construction compared to the Operating Plan;

(e)

the anticipated date of Commencement of Commercial Production, if it has not already occurred;

(f)

an update on the preparation of the Feasibility Study, including any preliminary results and providing any draft feasibility studies completed prior to or available as of such date;

14 -


(g)

an update on any changes to the rights and interests comprising the Back Forty Property, including any steps taken during the period to preserve the validity of any portion of the Back Forty Property; and

(h)

details of any material health and safety violations and/or material violations of Applicable Laws.

Monthly Production and Sales Report” means a written report in relation to a calendar month with respect to the Back Forty Project that contains, for such month:

(a)

(i) types, ounces and grades of mined gold and silver and (ii) types, pounds and grades of mined copper, lead and zinc;

(b)

(i) types, ounces and grades of stockpiled gold and silver and (ii) types, pounds and grades of stockpiled copper, lead and zinc;

(c)

tonnes of Minerals processed by and resulting concentrates from the processing facilities related to the Back Forty Project in total and separately with respect to the Back Forty Property, and similar information with respect to any other processing facilities;

(d)

the number of ounces of gold and silver contained in Minerals processed during such month and the number of pounds of copper, lead and zinc contained in Minerals processed during such month, but not delivered to an Offtaker by the end of such month;

(e)

a summary of deliveries made to Offtakers during such month showing, among other things, provisional Refined Silver and Produced Silver amounts and related Offtaker Settlements and any final settlement adjustments made during such month;

(f)

copies of available Offtaker Settlement Sheets and other Offtaker statements, invoices or receipts, or if the sharing of such documents is restricted by applicable confidentiality restrictions or Applicable Laws, such other information that will allow the Purchaser to verify all aspects of the deliveries of Refined Silver and compliance with other provisions of this Agreement;

(g)

the aggregate number of ounces of Refined Silver delivered to the Purchaser under this Agreement up to the end of such month;

(h)

a detailed calculation of the Uncredited Balance as of the end of such month; and

(i)

such other information regarding the calculation of the amount of Refined Silver delivered to the Purchaser as the Purchaser may reasonably request.

Net Present Value of the Remaining Stream” means the net present value of the Purchaser’s rights under this Agreement based on (i) the calculation methodology contained in the then current Operating Plan, (ii) the future production set forth in the then current Operating Plan, and (iii) published Selected Commodity Analysts consensus annual future prices for gold and silver.

15 -


Net Proceeds” means, with respect to the receipt of proceeds under Sections 6.5(b) and 6.5(d), the aggregate amount received by the Aquila Group Entities less the fees, costs and other out-of-pocket expenses (as evidenced by supporting documentation provided to the Purchaser upon request) incurred or paid to a third party by any Aquila Group Entity in connection with the claim giving rise to such proceeds, without deduction for any insurance premiums or similar payments.

NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, as it may be amended from time to time, or any successor instrument, rule or policy.

NREPA” means the Michigan Natural Resources and Environmental Protection Act (Act 451 of 1994, as amended).

OBCA” means the Business Corporations Act (Ontario).

Offtake Agreement” means any agreement entered into by any Aquila Group Entity with any person (including spot sales) (i) for the sale of Minerals to such person (other than an intra-company sale between Aquila Group Entities that precedes the sale of Minerals to an arm’s length third party, including pursuant to the Aquila Offtake Agreement), or (ii) for the smelting, refining or other beneficiation of Minerals by such person for the benefit of any Aquila Group Entity, as may be amended, restated, amended and restated, supplemented, modified or superseded from time to time.

Offtaker” means any person that enters into an Offtake Agreement with an Aquila Group Entity.

Offtaker Settlement” means (i) with respect to Minerals purchased by an Offtaker from an Aquila Group Entity, the receipt by an Aquila Group Entity of payment, or other consideration from the Offtaker, whether provisional or final, and (ii) with respect to Minerals refined, smelted or otherwise beneficiated by an Offtaker on behalf of an Aquila Group Entity, the receipt by an Aquila Group Entity of Refined Silver or other materials or payments derived from or relating to Produced Silver in accordance with the applicable Offtake Agreement.

Offtaker Settlement Sheets” means the final documents from an Offtaker (or if such final documents are not available in the case of a provisional payment, the relevant documents on which such provisional payment has been determined) or such other relevant documents, in each case evidencing at least the amount of Minerals, including Produced Silver, in each Lot.

Operating Plan” means the development plan or operating plan, as applicable, for the Back Forty Project, as the same may be amended, supplemented or replaced in accordance with the provisions of this Agreement from time to time, and initially shall be the Back Forty Project PEA Technical Report.

Original SPA” means the original silver purchase agreement dated September 30, 2016 (as amended on November 17, 2016 and as further amended on March 31, 2017), which was amended and restated by an amended and restated silver purchase agreement dated

16 -


June 16, 2020 and further amended and restated by the Current SPA (any such agreement being referred to herein as a “Prior SPA”).

Original Wetlands Permit” means Permit No. WRP011785, issued for the Back Forty Project by EGLE on June 4, 2018 under Parts 31 (Flood Plain), 301 (Inland Lakes and Streams) and Part 303 (Wetlands Protection) of NREPA and subject of the Wetlands Permit Decision.

Other Minerals” means any and all marketable metal bearing material in whatever form or state (including ore) that is mined, produced, extracted or otherwise recovered from any location that is not within the Back Forty Property.

Parties” means the parties to this Agreement.

Payable Silver” means during the Term the applicable percentage of Produced Silver set forth in Schedule B and as otherwise determined in accordance with Section 2.1(b).

PCMLA” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

Permits” means all material licenses, permits, approvals (including environmental approvals), authorizations, rights (including surface and access rights), privileges, concessions or franchises necessary for the development and operation of the Back Forty Project, including any contemplated by the Operating Plan, as amended from time to time, but excluding the Original Wetlands Permit until such time as the Wetlands Permit Decision is successfully appealed.

Permitted Disposition” means (i) any Transfer of Minerals in accordance with this Agreement, the Gold Purchase Agreement or an Offtake Agreement, (ii) any Transfer of obsolete, worn out or no longer useful tangible personal property, or any tangible personal property that is being replaced with newly acquired tangible personal property, whether now owned or hereafter acquired, (iii) any Transfer of other assets of Back Forty or any PSA Entity the aggregate fair value of which shall not exceed the lesser of [REDACTED]% of the total value of all of the assets of the Back Forty Project or $[REDACTED - COMMERCIALLY SENSITIVE] in any twelve (12)-month period, (iv) the grant of a Permitted Encumbrance, and (v) any abandonment in compliance with Section 7.4.

Permitted Distributions” means (a) any Distributions among PSA Entities, or (b) Distributions to be used to satisfy the use of the Deposit as permitted under Section 3.4.

Permitted Encumbrances” means any Encumbrance in respect of the Back Forty Project constituted by the following:

(a)

inchoate or statutory liens for taxes, assessments, royalties, property improvements, rents or charges not at the time due or payable, or being contested in good faith through appropriate proceedings and for which adequate reserve has been made;

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(b)

statutory liens incurred, or pledges or deposits made, under worker’s compensation, employment insurance and other social security legislation other than in the context of a breach of laws or Permits;

(c)

minor discrepancies in the legal description or acreage of or associated with the Back Forty Property, or any adjoining properties, or other matters which would be disclosed in an up to date survey performed in accordance with the current requirements set by the American Land Title Association and American Congress of Surveying and Mapping, and any recorded easements and recorded restrictions or covenants that run with the land in either case which do not materially detract from the value of, or materially impair the use of, the Back Forty Property, for the purpose of conducting and carrying out mining operations thereon;

(d)

interests (including, with respect to any portion of River Road on the Back Forty Property, mineral interests), rights of way for or reservations or rights of others in relation to applicable roads, sewers, water lines, gas lines, electric lines, telegraph and telephone lines, and other similar utilities, or zoning by-laws, ordinances, surface access rights or other restrictions as to the use of the Back Forty Property, which do not in the aggregate materially detract from the use of the Back Forty Property, for the purpose of conducting and carrying out mining operations thereon.

(e)

liens or other rights granted by Back Forty to secure performance of statutory obligations or regulatory requirements (including reclamation obligations) in connection with the Back Forty Project, which do not in the aggregate materially detract from the use of the Back Forty Property, for the purpose of conducting and carrying out mining operations thereon;

(f)

a right of title retention in connection with the acquisition by Back Forty or a PSA Entity of goods in the ordinary course of business;

(g)

security deposits with any Governmental Authority and utilities in the ordinary course of business of Back Forty or a PSA Entity;

(h)

the Security Documents;

(i)

Encumbrances securing obligations under the Gold Purchase Agreement, provided that such Encumbrances are subject to the Intercreditor Agreement;

(j)

liens granted to secure Indebtedness permitted under items (a) (Project Facility), (b) (Permitted Hedging), (c) (equipment and receivable financings) or (h) (corporate credit card facility) of the definition of Permitted Indebtedness;

(k)

any Encumbrances securing Indebtedness, the outstanding principal amount of which (when aggregated with the outstanding principal or net liability amount of any other Indebtedness which has the benefit of Encumbrances given by any PSA Entity pursuant to this paragraph (k)) does not exceed in the aggregate $[REDACTED] provided such Encumbrances rank subordinate in interest to the Security;

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(l)

any Encumbrance arising under standard bank account agreement terms  with respect to a bank account of such Person;

(m)

any Encumbrance set out on Schedule I (including any extension, renewal or refinancing thereof, provided that the amount so secured does not exceed the original amount secured immediately prior to such extension, renewal or refinancing and the Encumbrance is not extended to any additional property); and

(n)

an Encumbrance created with the Purchaser’s prior written consent.

Permitted Hedging” means derivative or hedging arrangements, (i) entered into prior to Commencement of Commercial Production, only to the extent required by the terms of the Project Facility and pursuant to a hedging plan and policy approved by the Purchaser, acting reasonably, (ii) entered into following the Commencement of Commercial Production and prior to the Deposit Repayment Reduction Date, only pursuant to a hedging plan and policy approved by the Purchaser, acting reasonably, or (iii) entered into following the Deposit Repayment Reduction Date.

Permitted Indebtedness” means:

(a)

Indebtedness incurred and available to be drawn under a Project Facility in accordance with Section 6.9(b) (including Permitted Hedging obligations prior to Commencement of Commercial Production);

(b)

Permitted Hedging obligations following the Commencement of Commercial Production;

(c)

Indebtedness incurred by Back Forty constituting (a) equipment financing that is secured only by the underlying equipment and (b) receivable financing that is secured only by the underlying receivables;

(d)

Indebtedness incurred under this Agreement or the Security Documents or secured by any Permitted Encumbrances;

(e)

Indebtedness in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement and environmental reclamation obligations of Back Forty to the extent required by Applicable Laws or Governmental Authority;

(f)

any unsecured liability under any agreement entered into in the ordinary course of business for the acquisition of any asset or service where payment for the asset or service is deferred for a period of not more than 90 days;

(g)

Indebtedness incurred by a PSA Entity from another Aquila Group Entity that is unsecured and is subject to a Subordination and Postponement of Claims;

(h)

Indebtedness related to a corporate credit card facility, provided that the aggregate amount of all such Indebtedness does not exceed $[REDACTED] at any time;

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(i)

Indebtedness set out under the heading "Permitted Future Indebtedness" on Schedule F-(p); and

(j)

any other Indebtedness with the Purchaser’s prior written consent.

person” includes an individual, corporation, body corporate, limited or general partnership, joint stock company, limited liability corporation, joint venture, association, company, trust, bank, trust company, Governmental Authority or any other type of organization or entity, whether or not a legal entity.

Pledged Shares” means all of the issued and outstanding (i) equity and voting securities of each PSA Entity and (ii) member and other equity interests of Back Forty.

Pre-approved Change of Control” means a Change of Control of all of the Aquila Group Entities if:

(a)

the person acquiring control of any Aquila Group Entity acquires control of all of the Aquila Group Entities;

(b)

the person acquiring control of the Aquila Group Entities, or if the person acquiring such control is a subsidiary of an ultimate parent owner, then such ultimate parent owner, is an Approved Purchaser;

(c)

on or prior to the date of such Change of Control (subject to Section 9.2(i) in connection with the Arrangement), each person who will, upon the completion of such Change of Control, be Aquila Parent: (i) executes and delivers to the Purchaser (A) a Limited Recourse Guarantee, and (B) a share pledge pursuant to which such person (or its subsidiary) pledges to the Purchaser 100% of the issued and outstanding equity interests of Aquila, each in form and substance satisfactory to the Purchaser, acting reasonably; and (ii) causes to be delivered to the Purchaser one or more customary legal opinions in form and substance satisfactory to the Purchaser, acting reasonably, of such person’s legal counsel addressed to the Purchaser relating to the existence of, and power and authority of, the person acquiring such control, the enforceability of the aforementioned limited recourse guarantee and share pledge and the validity and perfection thereof, and such other matters as the Purchaser may reasonably request;

(d)

no material consent for such Change of Control (including those which if not obtained would constitute a breach of Applicable Law) is required from any Governmental Authority or other person that has not already been obtained prior to the effectiveness of, and in connection with, such Change of Control; and

(e)

immediately prior to the Change of Control, there is no Aquila Event of Default that has occurred and is continuing or an event or circumstance which, with notice or the passage of time would give rise to an Aquila Event of Default and immediately after such Change of Control there shall not be a Aquila Event of Default or an event or circumstance which, with notice or the passage of time would give rise to a Aquila Event of Default (or its equivalent) in each case under the Agreement.

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Prior SPA” has the meaning set out in the definition of “Original SPA” herein.

Process Plant” means the process plant to be completed in connection with the Back Forty Project substantially as contemplated in the Operating Plan and used to process Minerals.

Produced Silver” means any and all silver in whatever form or state that is contained in Minerals recovered from the Back Forty Property.

Project Costs” means all capital expenditures incurred by a PSA Entity or Back Forty for the purposes of developing the Back Forty Project, including escalation, contingencies, initial working capital, taxes, duties, expenditures for plant equipment, spares and other capital goods, inventory, capital expenditures required to maintain the Back Forty Project at its design capacity (including repairs and replacements funded by insurance proceeds), interest during construction, financing fees and expenses and other development costs, as initially set out on Schedule C and as the same may be amended from time to time and provided to the Purchaser.

Project Facility” means any senior secured third party credit facility, of not less than $[REDACTED - COMMERCIALLY SENSITIVE], the net proceeds of which are used solely to finance the development of the Back Forty Project in accordance with the Feasibility Study and Section 6.9.

Project Net Present Value” means the net present value of the Back Forty Project based on (i) the calculation methodology contained in the then current Operating Plan, (ii) the future production set forth in the then current Operating Plan, and (iii) published Selected Commodity Analysts consensus annual future prices for Minerals.

PSA Entity” means from time to time, Aquila, Aquila Resources Corp., Aquila Resources USA Inc., Aquila Michigan Inc. and any other person (now or hereafter formed or acquired) that holds or acquires directly or indirectly any interest in Back Forty or the Collateral; provided for greater certainty, that if any such person transfers or otherwise ceases to hold any direct or indirect interest in Back Forty or the Collateral in accordance with Article 7, it will cease to be a PSA Entity for the purposes of this Agreement and the other Transaction Documents; and further provided for greater certainty, that no GORO Entity will be a PSA Entity so long as it does not hold a direct or indirect interest in Back Forty or any Collateral, except through its direct or indirect interest in Aquila.

Public Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of Aquila with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents publicly available on Aquila’s SEDAR profile.

Purchaser Event of Default” has the meaning set out in Section 12.1.

Receiving Party” has the meaning set out in Section 6.6(a).

Refined Silver” means marketable metal bearing material in the form of silver bars or coins that is refined to standards meeting or exceeding 999 parts per 1,000 fine silver, and

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otherwise conforming to the London Bullion Market Association (or a successor market, satisfactory to the Purchaser, acting reasonably) specifications for good delivery.

Related Party” means, with respect to any person (the “first named person”), any person that does not deal at arm’s length with the first named person or is an Associate of the first named person and, in the case of Aquila, means (a) any director, officer, employee or Associate of Aquila or any subsidiary, (b) any person that does not deal at arm’s length with Aquila or any subsidiary, (c) any person that does not deal at arm’s length with, or is an Associate of, a director, officer, employee or Associate of Aquila or any subsidiary, and (d) any person who directly or indirectly owns or exercises control or direction over more than ten percent (10%) of the issued and outstanding common shares of Aquila.

Review Period” has the meaning set out in Section 7.2(c).

Royalties” means the royalties set out in Schedule A-2.

Second Deposit” has the meaning set out in Section 3.1(b).

Securities Laws” means all applicable securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Regulators, and all rules and policies of the TSX and any other stock exchange on which securities of Aquila are traded.

Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in British Columbia, Alberta, Saskatchewan, Nova Scotia, Ontario and in any other jurisdictions whose Securities Laws are applicable to Aquila.

Security” means the Encumbrances granted in favour of the Purchaser pursuant to the Security Documents.

Security Documents” has the meaning set out in Section 8.1(b).

Security Supporting Documents” has the meaning set out in Section 8.1(b).

Selected Commodity Analysts” means the respective division, group or entity of each of the following, which is responsible for forecasting metal prices for silver and other applicable metals: Bank of America Merrill Lynch, BMO Capital Markets, CIBC World Markets, Credit Suisse, Stifel GMP, Morgan Stanley, RBC Capital Markets, Scotia Capital, TD Securities and UBS Securities, provided that any of the foregoing that has not published forecasts for the applicable metal(s) prior to end of the last calendar quarter shall be excluded with respect to such metal(s) and the foregoing list may be updated by the Parties, acting reasonably, in writing from time to time in order to remove and replace any institution that ceases to publish the relevant information. Where such term is used herein, the reference to consensus prices shall be determined based on the most recent forecast published by such persons.

Seller Offer” has the meaning set out in Section 7.2(b).

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Shares”, in the case of a body corporate, means shares (voting or otherwise) in the body corporate, and in the case of any other person, means shares, partnership or member interests, or voting, equity, participating or other ownership interests in that person, and includes any option or other right to acquire Shares and any security convertible into or exchangeable for Shares.

Silver Market Price” means, with respect to any day, the daily per ounce LBMA Silver Price in U.S. dollars quoted by the London Bullion Market Association for Refined Silver on such day or, if such day is not a trading day, the immediately preceding trading day; provided that if, for any reason, the LBMA Silver Price is no longer confirmed, acknowledged or quoted by the London Bullion Market Association, the Silver Market Price shall be determined by reference to the price of Refined Silver on a commodity exchange acceptable to the Purchaser, acting reasonably.

Silver Purchase Price” has the meaning set out in Section 2.4.

Subordination and Postponement of Claims” means a subordination and postponement of claims in favour of the Purchaser in respect of Indebtedness of a PSA Entity owing to an Aquila Group Entity pursuant to which, among other things, the holder of such Indebtedness agrees that such Indebtedness will be subordinated and postponed to the Guaranteed Obligations and that no interest or principal in respect of such Indebtedness shall be payable while any Guaranteed Obligations remain outstanding, except as permitted by Section 9.2(e), and that no Encumbrances have been or will be taken by such holder for such Indebtedness, and which shall otherwise be in form and substance satisfactory to the Purchaser acting reasonably.

Subscription Agreement” means the subscription agreement dated March 31, 2015 between Orion Fund JV Limited and Aquila.

Subsequent Deposits” has the meaning set out in Section 3.1(e).

subsidiary” means, with respect to any person, any other person which is, directly or indirectly, controlled by that person.

Tax Returns” means all returns, reports, declarations, elections, information statements and forms, including any schedules thereto, required by any Governmental Authority to be made, prepared or filed in respect of Taxes by the relevant entity.

Taxes” means all taxes, surtaxes, duties, levies, imposts, tariffs, fees, assessments, reassessments, withholdings, dues and other charges of any nature, whether disputed or not, by a Governmental Authority, and instalments in respect thereof, including such amounts imposed or collected on the basis of: income; capital, real or personal property; payments, deliveries or transfers of property of any kind to residents or non-residents; purchases, consumption, sales, use, import, export of goods and services; mining; distributions; equity; together with penalties, fines, additions to tax and interest thereon; and “Tax” shall have a corresponding meaning.

Term” has the meaning set out in Section 4.1(a).

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Third Deposit” has the meaning set out in Section 3.1(c).

Third Party” has the meaning set out in Section 6.6(a)(i).

Thoney Option Agreement” means [REDACTED - COMMERCIALLY SENSITIVE].

Time of Delivery” has the meaning set out in Section 2.2(c).

Transaction Documents” means, collectively, this Agreement, the Subscription Agreement, the Guarantees, the Security Documents, the Intercreditor Agreement and each other agreement, document, instrument or certificate delivered for the benefit of the Purchaser pursuant to or otherwise in connection with any of this Agreement, the Subscription Agreement, the Guarantees and the Security Documents.

Transfer” means to, directly or indirectly, sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including expropriation or other transfer required or imposed by law or any Governmental Authority), whether voluntary or involuntary.

TSX” means Toronto Stock Exchange.

Unpaid Deposit” has the meaning set out in Section 12.1(a).

Uncredited Balance” at any time means the uncredited balance of the Deposit as determined in accordance with this Agreement.

Wetlands Permit” means a permit to be issued by EGLE for the Back Forty Project under Parts 31 (Flood Plain), 301 (Inland Lakes and Streams) and Part 303 (Wetlands Protection) of NREPA or, in the event the Wetlands Permit Decision is successfully appealed, the Original Wetlands Permit.

Wetlands Permit Decision” means the opinion issued by an administrative law judge dated January 4, 2021 which denies the Original Wetlands Permit.

1.2Certain Rules of Interpretation

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires:

(a)

The terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof.

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(b)

References to an “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement.

(c)

Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(d)

Where the word “including” or “includes” is used in this Agreement, it means “including without limitation” or “includes without limitation”.

(e)

The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(f)

Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

(g)

A reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation from time to time.

(h)

A reference to an agreement includes all schedules, exhibits and other appendices attached thereto and means such agreement as amended, supplemented, restated, amended and restated or replaced from time to time.

(i)

Time is of the essence in the performance of the Parties’ respective obligations under this Agreement.

(j)

Unless specified otherwise, in this Agreement a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Toronto time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Toronto time) on the next Business Day.

(k)

Unless specified otherwise in this Agreement, all statements or references to dollar amounts in this Agreement are to United States of America dollars.

(l)

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under generally accepted accounting principles applicable to such entity at the relevant time, in effect from time to time (which may be Canadian generally accepted accounting principles), consistently applied, and all determinations of an accounting nature required to be made shall be made in a manner consistent with such applicable generally accepted accounting principles.

(m)

For the purposes of the Interest Act (Canada), whenever interest to be paid hereunder is to be calculated on the basis of 360 days, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so

25 -


determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360.

(n)

The following schedules are attached to and form part of this Agreement:

Schedule A-1

-

Description of Back Forty Property (with Map)

Schedule A-2

Royalties

Schedule B

-

Payable Silver

Schedule C

-

Project Costs

Schedule D

-

Dispute Resolution - Confidentiality

Error! Reference source not found.

-

Use of Deposit

Error! Reference source not found.

-

Aquila and Back Forty Representations and Warranties

Schedule F-(g)

-

Consents, Approvals, Notices

Schedule F-(i)

-

Descriptions of Permits Granted

Schedule F-(o)

-

Material Contracts

Schedule F-(p)

-

Debt Instruments

Schedule F-(r)

-

Pending or Threatened Litigation

Schedule F-(cc)

-

Aboriginal Matters

Schedule G

-

Purchaser Representations and Warranties

Schedule H

-

Security Documents

Schedule I

-

Additional Permitted Encumbrances

Schedule J

-

Form of Guarantee

Schedule 3.2

-

Consents to Assignment

ARTICLE 2

PURCHASE AND SALE

2.1Purchase and Sale of Refined Silver

(a)

Subject to and in accordance with the terms of this Agreement, during the Term, Aquila hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from Aquila , in respect of each Lot an amount of Refined Silver equal to the Designated Percentage of Payable Silver, free and clear of all Encumbrances.

(b)

The amount of Produced Silver shall be measured by the amount of contained silver in the Minerals received by the Offtaker as finally determined by the Offtaker Settlement Sheets. Produced Silver shall not be reduced for, and the Purchaser shall

26 -


not be responsible for, any refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, financing charges or price participation charges, or other similar charges or deductions, regardless of whether such charges or deductions are expressed as a specific metal deduction, as a recovery rate or otherwise, in any case, pursuant to the terms of the applicable Offtake Agreement or otherwise.

(c)

For greater certainty, the Refined Silver delivered pursuant to this Agreement may, but need not come from silver produced by the Back Forty Project. To the extent Refined Silver delivered pursuant to this Agreement comes from silver produced by the Back Forty Project, Aquila shall acquire such Refined Silver from Back Forty prior to delivering it to the Purchaser.

2.2Delivery Obligations

(a)

Subject to Section 2.2(b), within the earlier of (i) five Business Days after the earlier of the date of the initial or provisional Offtaker Settlement of a Lot with an Offtaker, or (ii) fifteen Business Days from the date of shipment of a Lot, Aquila shall sell to the Purchaser Refined Silver in an amount equal to [REDACTED - COMMERCIALLY SENSITIVE]% of the Designated Percentage of Payable Silver in respect of the Lot to which such shipment relates as supported by the documentation required pursuant to Section 2.3 and the applicable Monthly Report (provided that, in the case of clause (ii) above, for this calculation, the amount of silver in the Lot shall be based on Aquila’s or Back Forty’s documentation, including assays or similar testing, included with such shipment).

(b)

Within five Business Days after the earlier of (i) the date the amount of Produced Silver in each Lot has been agreed, or deemed to be agreed, by Back Forty and an Offtaker in accordance with an Offtake Agreement, and (ii) the date of the final Offtaker Settlement of the Lot with the Offtaker, Aquila shall sell to the Purchaser Refined Silver in an amount equal to the amount by which the actual Designated Percentage of Payable Silver exceeds the amount of Refined Silver previously delivered to the Purchaser in respect of such Lot pursuant to Section 2.2(a), in each case as supported by the documentation required pursuant to Section 2.3 and the applicable Monthly Report; provided, however, if the Refined Silver previously delivered to the Purchaser in respect of such Lot pursuant to Section 2.2(a) exceeds the actual Designated Percentage of Payable Silver, respectively, then Aquila shall be entitled to set off and deduct such excess amount of Refined Silver, as applicable, from the next required deliveries by Aquila under this Agreement until it has been fully offset against deliveries to the Purchaser of Refined Silver, if any, pursuant to this Section 2.2(b) or, if no such further deliveries are to be made, the Purchaser shall within five Business Days pay the applicable Silver Purchase Price in respect of any excess Refined Silver delivered to the extent not already paid.

(c)

Subject to Section 2.5, Aquila shall sell and deliver to the Purchaser all Refined Silver to be sold under this Agreement by way of (i) credit (in metal) or physical allocation to (ii) the metal account or accounts in London or such other place designated by the Purchaser, with both (i) and (ii) to be specified by the Purchaser

27 -


by electronic communication prior to the date of this Agreement and thereafter, if there is any change to such information, at least 30 days in advance of any sale or delivery of Refined Silver. Delivery of Refined Silver to the Purchaser shall be deemed to have been made at the time and on the date Refined Silver is credited or physically allocated to a designated metal account of the Purchaser (the “Time of Delivery” on the “Date of Delivery”).

(d)

Title to, and risk of loss of, Refined Silver shall pass from Aquila to the Purchaser at the Time of Delivery.

(e)

All costs and expenses pertaining to each delivery of Refined Silver to the Purchaser shall be borne by Aquila.

(f)

Aquila hereby represents and warrants to and covenants with the Purchaser that, immediately prior to the Time of Delivery (i) Back Forty will be the sole legal and beneficial owner of the Refined Silver credited or physically allocated to a metal account of the Purchaser, (ii) Aquila will have good, valid and marketable title to such Refined Silver, and (iii) such Refined Silver will be free and clear of all Encumbrances other than those granted to the Purchaser under this Agreement.

2.3Invoicing

(a)

Aquila shall notify the Purchaser in writing by email to [REDACTED], at least two Business Days prior to each delivery and credit to the account of the Purchaser pursuant to Section 2.2, of the Date of Delivery, the number of ounces of Refined Silver to be sold to the Purchaser and, in accordance with Section 2.5, the estimated net number of ounces of Refined Silver to be credited or physically allocated to the Purchaser on the following day.

(b)

Aquila shall notify the Purchaser in writing by email to [REDACTED], within three Business Days after each delivery and credit to the account of the Purchaser pursuant to Section 2.2, by delivery of an invoice to the Purchaser that shall include:

(i)

the calculation of the number of ounces of Refined Silver credited or physically allocated;

(ii)

copies of any provisional and final assays in respect of a Lot;

(iii)

the Offtaker Settlement Sheets on which the calculation is based, or if the sharing of such documentation is restricted by Applicable Law or the delivery has been completed in advance of receipt of the Offtaker Settlement Sheets, such other information that will allow the Purchaser to verify the delivery of Refined Silver;

(iv)

the Time of Delivery;

(v)

the Silver Purchase Price for Refined Silver credited or physically allocated; and

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(vi)

reference to the Offtake Agreement under which such delivery was made.

2.4Silver Purchase Price

The Purchaser shall pay to Aquila a purchase price for each ounce of Refined Silver sold and delivered by Aquila to the Purchaser under this Agreement (the “Silver Purchase Price”) equal to:

(a)

until the Deposit Reduction Date, the Silver Market Price on the Business Day immediately preceding the Date of Delivery of such Refined Silver, payable (i) in cash or by wire transfer equal to the amount of the lesser of the Fixed Silver Price and the Silver Market Price on the Business Day immediately preceding the Date of Delivery, and (ii) if such Silver Market Price is greater than the Fixed Silver Price, the balance will be payable by crediting an amount equal to the difference between such Silver Market Price and the Fixed Silver Price against the Deposit in order to reduce the Uncredited Balance until it has been credited and reduced to nil; and

(b)

after the Deposit Reduction Date, the lesser of the Fixed Silver Price and the Silver Market Price on the Business Day immediately preceding the Date of Delivery of such Refined Silver, payable in cash or by wire transfer.

2.5Payment

(a)

Payment by the Purchaser for each delivery of Refined Silver shall be made (i) no later than five Business Days after the Date of Delivery, and (ii) to a bank account of Aquila designated in accordance with Section 13.1, provided that, at any time, the Purchaser may provide notice to Aquila with respect to one or more deliveries that any payments required to be made by the Purchaser hereunder shall instead be offset against and on the same day as the applicable delivery of Refined Silver by Aquila to the Purchaser. Any such offsets pursuant to this Section 2.5(a) shall be at the Silver Market Price on the Business Day immediately preceding the Date of Delivery.

(b)

In the event that the Purchaser does not make a required payment within 10 Business Days of any such payment becoming due, and regardless of whether the Purchaser has made the election referred to in Section 2.5(a), Aquila shall be entitled to offset such amounts owing against future deliveries of Refined Silver by reducing the amount of future deliveries.

ARTICLE 3

DEPOSIT PAYMENT

3.1Deposit

In consideration for the respective promises and covenants of Aquila and Back Forty contained herein, including the sale and delivery by Aquila to the Purchaser of Refined Silver, the Purchaser hereby agrees to pay, and Aquila hereby agrees to accept, a cash deposit in the amount of $17,226,000 (the “Deposit”) against, and as a prepayment of, the Silver Purchase Price. Subject,

29 -


in each case, to the conditions in Sections 3.2 and 3.3, the Deposit shall be paid to Aquila in five instalments as follows:

(a)

the first deposit (the “First Deposit”) in the amount of $6,500,000, which amount was paid on March 31, 2015;

(b)

the second deposit (the “Second Deposit”) in the amount of $3,000,000, which amount was paid on December 11, 2014 upon satisfaction of the conditions set forth in Section 3.3 relating to the Second Deposit;

(c)

the third deposit (the “Third Deposit”) in the amount of $4,000,000 shall be paid upon satisfaction of the conditions set forth in Section 3.3 relating to the Third Deposit, of which $1,500,000 was advanced in October 2015 and an additional $625,000 was deemed to have been advanced on May 30, 2016 such that the remaining amount of the Third Deposit which amount was paid on September 1, 2016 upon the satisfaction of the conditions set forth in Section 3.3 relating to the Third Deposit was $1,875,000;

(d)

the fourth deposit (the “Fourth Deposit”) in the amount of $2,376,000 of which $1,386,000 was advanced on November 17, 2016 and the remaining amount of $990,000 was paid on August 16, 2017 upon satisfaction of the conditions set forth in Section 3.3 relating to the Fourth Deposit; and

(e)

a deposit (the “Land Deposit” and, collectively with the Second Deposit, the Third Deposit and the Fourth Deposit, the “Subsequent Deposits”) in the amount of $1,350,000, which amount was paid on August 4, 2015 upon satisfaction of the conditions set forth in Section 3.3 relating to the Land Deposit.

No interest will be payable by Aquila on or in respect of the Deposit except as expressly provided in this Agreement. In the event that less than all of the Deposit is funded in accordance with the terms and conditions of this Agreement, for all purposes the term “Deposit” shall be deemed to mean only that portion of the Deposit that has been funded.

3.2Conditions Precedent to First Deposit in Favour of the Purchaser

The First Deposit was funded upon the satisfaction or waiver of the following conditions: (i) closing of the issuance of securities contemplated by the Subscription Agreement, (ii) the execution and delivery of the Security Documents [REDACTED - COMMERCIALLY SENSITIVE], and (iii) the Purchaser shall have received a legal opinion, in form and substance satisfactory to the Purchaser, acting reasonably, of Aquila’s legal counsel addressed to the Purchaser relating to (A) the legal status of Aquila and Back Forty, (B) the corporate power and authority of Aquila and Back Forty to execute, deliver and perform this Agreement, (C) the authorization, execution and delivery of this Agreement by Aquila and Back Forty, (D) the enforceability of the Transaction Documents against Aquila and Back Forty, and (E) the validity and perfection of the Encumbrances created by the Security Documents.

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3.3Conditions Precedent to Subsequent Deposits in Favour of the Purchaser

Each of the Subsequent Deposits was funded upon the satisfaction or waiver of the following conditions, as applicable:

(a)

each time Aquila requests payment of an instalment of the Deposit, the Purchaser shall have received, in form, substance and detail satisfactory to the Purchaser, and be satisfied with the truth and accuracy of, the following:

(i)

a duly completed and executed written notice (a “Deposit Request”), in each case no more than 45 days and no less than 30 days prior to the requested Payment Date, requesting payment of the amounts under Section 3.1(b), 3.1(c), 3.1(d) and 3.1(e), as applicable, including each of the following, updated to the date of the submission of the Deposit Request:

(A)

schedule of works for development of the Back Forty Project, including a reconciliation of works completed to date against the Operating Plan;

(B)

schedule of Project Costs, including a reconciliation of Project Costs incurred to date against the Operating Plan and a reconciliation of previous Deposit(s) against the use of such Deposit(s) as set out in Schedule E;

(C)

a certificate of a senior officer of Aquila that as of the date of the submission of the Deposit Request:

(1)

all of the representations and warranties made by Aquila and Back Forty pursuant to this Agreement are true and correct in all material respects (except for those representations which are qualified by materiality, which are true and correct in all respects) on and as of the date of the submission of such Deposit Request, except those representations and warranties made as of a specific date which shall continue to be true and correct in all material respects as of such date;

(2)

Aquila and Back Forty have complied in all material respects with their obligations under this Agreement, including their reporting obligations under Article 5;

(3)

no Material Adverse Effect has occurred since the date of this Agreement;

(4)

no Aquila Event of Default (or event which with notice or lapse of time or both would become an Aquila Event of Default) has occurred and is continuing;

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(5)

all Permits required by Applicable Laws or the Operating Plan (if any) have been obtained for the conduct of development activities up to the date of the Deposit Request;

(6)

the development of the Back Forty Project and the associated Project Costs (at its then current stage of completion) is, in all material respects, in compliance with all applicable Permits, Applicable Law and the Operating Plan; and

(7)

a statement as to its cash on hand;

(ii)

as at the date of each Subsequent Deposit:

(1)

all of the representations and warranties made by Aquila and Back Forty pursuant to this Agreement are true and accurate in all material respects (except for those representations which are qualified by materiality, which are true and correct in all respects) as of the date of the submission of the applicable Deposit Request, except those representations and warranties made as of a specific date which shall continue to be true and correct in all material respects as of such date;

(2)

Aquila and Back Forty have complied in all material respects with their obligations under this Agreement;

(3)

no Material Adverse Effect has occurred since the date of this Agreement;

(4)

no Aquila Event of Default has occurred and is continuing;

(5)

no event which with notice or lapse of time or both would become an Aquila Event of Default has occurred and is continuing; and

(iii)

all registrations, recordings and filings of or with respect to the Security Documents which, in the opinion of counsel to the Purchaser are necessary to render effective or enforceable against third parties or to perfect the Encumbrance intended to be created thereby shall have been completed.

(b)

In addition to the obligations set forth in Section 3.3(a), the obligations of the Purchaser to fund the Second Deposit pursuant to Section 3.1(b) shall be subject to Back Forty having submitted an application for the Mining Permit under Part 632 of the NREPA, and such application shall qualify as “administratively complete” as defined in Part 632, Section 63205 (MCL 324.63205) of the NREPA.

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(c)

In addition to the obligations set forth in Section 3.3(a), the obligations of the Purchaser to fund the Third Deposit pursuant to Section 3.1(c) shall be subject to the following conditions having been satisfied:

(i)

the funding of the Second Deposit and the Land Deposit shall have been completed; and

(ii)

the process design, including a frozen detailed flow sheet derived from a comprehensive metallurgical test program, shall have been completed and shall provide for silver recovery with respect to the open pit portion of the Back Forty Project of not less than [REDACTED - COMMERCIALLY SENSITIVE]% of the silver recovery, with respect to the open pit portion of the Back Forty Project set forth in the Operating Plan.

(d)

In addition to the obligations set forth in Section 3.3(a), the obligations of the Purchaser to fund the Fourth Deposit pursuant to Section 3.1(d) shall be subject to the following conditions having been satisfied:

(i)

the funding of the Third Deposit shall have been completed; and

(ii)

the Feasibility Study shall have been completed.

(e)

In addition to the obligations set forth in Section 3.3(a), the obligations of the Purchaser to fund the Land Deposit pursuant to Section 3.1(d) shall be subject to the following conditions having been satisfied:

(i)

the payment for the purchase price of the Thoney Property pursuant to the Thoney Option Agreement shall be due and payable by Back Forty.

(f)

In addition to the obligations set forth in Section 3.3(a), the obligations of the Purchaser to fund the first Subsequent Deposit pursuant to Section 3.1 shall be subject to the Purchaser having received a legal opinion in form and substance satisfactory to the Purchaser, acting reasonably, of Aquila’s legal counsel addressed to the Purchaser relating to title to the Back Forty Property.

3.4Use of Deposit

Aquila will cause the entire amount of the Deposit to be used, directly or indirectly, in accordance with Schedule E.

3.5Deposit Record

Aquila shall, at all times, maintain a record of the Uncredited Balance and the Deposit Repayment Amount (the “Deposit Record”), reflecting each payment of an instalment of the Deposit and each credit against the Deposit pursuant to Section 2.4(a) and the dates of such payments and credits. Aquila shall, upon request of the Purchaser, provide the Purchaser with a copy of the Deposit Record.

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3.6Satisfaction of Conditions Precedent

(a)

Aquila and Back Forty shall use all commercially reasonable efforts and take all commercially reasonable action as may be necessary or advisable to satisfy and fulfil all the conditions with respect to it set forth in Sections 3.2 and 3.3 by the date provided or, if no date is provided, as promptly as reasonably practicable. The Parties shall co-operate in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing.

(b)

Each of the conditions set forth in Sections 3.2 and 3.3 is for the exclusive benefit of the Purchaser, and may be waived by the Purchaser in its sole discretion in whole or in part in writing.

(c)

For greater certainty, Aquila and Back Forty acknowledge and agree that the absence of satisfaction of any or all of the conditions set forth in Sections 3.2 and 3.3 shall not relieve Aquila and Back Forty from their obligations under this Agreement.

ARTICLE 4

TERM

4.1Term

(a)

The term of this Agreement commenced on March 31, 2015, and, subject to Sections 4.1(b) or (c), shall continue until the date that is 40 years after such date, being March 31, 2055 (the “Initial Term”) and thereafter shall automatically be extended for successive 10-year periods (each an “Additional Term” and, together with the Initial Term, the “Term”).

(b)

Notwithstanding Section 4.1(a), the Purchaser may terminate this Agreement as of the expiry of the Initial Term or current Additional Term, as applicable, by written notice to Aquila within 30 days prior to the date on which the then applicable Initial Term or Additional Term is to expire.

(c)

This Agreement (i) may also be terminated by the Parties on mutual written consent or by either the Purchaser or Aquila and Back Forty for an event of default in accordance with Article 11 or Article 12, respectively, and (ii) shall be terminated automatically in the circumstances and on the terms set out in Section 15.15(b).

(d)

If by the expiry of the Initial Term or any Additional Term Aquila has not sold and delivered to the Purchaser an amount of Refined Silver sufficient to reduce the Deposit Repayment Amount to nil, as calculated in accordance with Section 2.4(a), then Aquila will pay the Deposit Repayment Amount to the Purchaser within 30 days after the termination date.

4.2Survival

The following provisions shall survive termination of this Agreement: Section 4.2; Section 5.5(a) (for a period of 24 months); Section 6.6; Article 9; Section 10.3; Section 11.2; Section 12.2;

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Article 13; Article 14; Section 15.1; Section 15.4; Section 15.5; Section 15.7; Section 15.8; Section 15.9; Section 15.10; Section 15.11; Section 15.12; Section 15.13; and Schedule D, and such other provisions of this Agreement as are required to give effect thereto.

ARTICLE 5

REPORTING; BOOKS AND RECORDS; INSPECTIONS

5.1Monthly Reporting

On or before the fifteenth Business Day after the end of each calendar month during the Term, Back Forty shall provide to the Purchaser:

(a)

a Monthly Development and Operations Report; and

(b)

commencing after the first commercial sale of Minerals, a Monthly Production and Sales Report.

5.2Annual Reporting

Back Forty shall provide the Purchaser:

(a)

no later than February 28 of each calendar year during the Term, an Annual Compliance Certificate and an Annual Development and Operations Report; and

(b)

no later than 45 days preceding the commencement of each calendar year during the Term, an Annual Forecast Report in respect of such upcoming calendar year.

5.3Ongoing Reporting

Back Forty shall deliver or furnish, or cause to be delivered or furnished, to the Purchaser:

(a)

written notice of the Commencement of Commercial Production (within five Business Days of such occurrence) along with copies of:

(i)

any updated NI 43-101 technical reports or mineral reserve and mineral resource estimates produced that pertain to the Back Forty Property;

(ii)

any material engineering or technical studies relating to the Back Forty Project; and

(iii)

all material reports, certificates, documents and notices which are delivered to Back Forty or any PSA Entity by or on behalf of any third-party consultant, including any and all monthly construction reports delivered to Back Forty or any PSA Entity; and

(b)

written notice of each of the following events promptly upon any Aquila Group Entity becoming aware of or having knowledge of such event:

(i)

any material damages suffered to the Back Forty Project for which Back Forty or any PSA Entity has or plans to make any insurance claim;

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(ii)

all material actions, suits and proceedings before any Governmental Authority or arbitrator pending, or to Back Forty’s knowledge threatened, against or directly affecting Back Forty, any PSA Entity or the Back Forty Project, including any actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to Back Forty’s knowledge threatened, against or affecting Back Forty or any PSA Entity, or with respect to the ownership, use, maintenance and operation of the Back Forty Property;

(iii)

any default by any party under or termination or threatened termination of any Material Contract;

(c)

the occurrence of any Aquila Event of Default, or any event or circumstance which with notice or lapse of time or both would become an Aquila Event of Default or upon the determination by Aquila or Back Forty that an Aquila Event of Default is pending;

(d)

any material disputes or disturbances involving Native Americans or other local communities;

(e)

any threat to revoke or suspend any material Permit;

(f)

any event, circumstance or fact that could give rise to an “Event of Default” as defined under any Project Facility or any Indebtedness of any PSA Entity or Back Forty without any amendments or waivers from the lenders thereunder in a principal amount of: (a) prior to the execution and availability of a Project Facility, $[REDACTED] or more; or (b) following the execution and availability of a Project Facility, $[REDACTED] or more; and

(g)

any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect;

in each case, accompanied by a written statement by a senior officer of Back Forty setting forth details of the occurrence referred to therein.

5.4Provision of Reports

Upon notice to Seller by the Purchaser at any time and from time to time, Back Forty shall cease to provide any reports identified for the time period specified in such notice.

5.5Books and Records

(a)

Each of Back Forty and Aquila shall, and Aquila shall cause the other PSA Entities and Aquila Parent to, keep true, complete and accurate books and records of all of Back Forty’s and the PSA Entities’ respective operations and activities with respect to the Back Forty Project and this Agreement, including the mining and production of all Minerals therefrom and the mining, treatment, processing, milling, transportation and sale or refining of all Minerals, and all operating or capital costs.

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(b)

Each of Back Forty and Aquila shall, and Aquila shall cause the other PSA Entities to, permit the Purchaser and its authorized representatives and agents to perform audits or other reviews and examinations of their books and records and other information relevant to the production, delivery and determination of Produced Silver and Payable Silver and compliance with this Agreement from time to time at reasonable times at the Purchaser’s sole risk and expense and not less than ten Business Days’ notice, provided that the Purchaser and its authorized representatives and agents will not exercise such rights more often than once during any calendar year absent the existence of an Aquila Event of Default, or absent a material deficiency identified during a previous audit or review, in which case such rights may be exercised not more than once during any calendar quarter until no material deficiencies are identified during four consecutive audits or reviews, at which point the Purchaser will once again be limited to exercising such rights once per calendar year. The Purchaser shall diligently complete any audit or other examination permitted hereunder.

(c)

If any technical report prepared in accordance with NI 43-101 is prepared on behalf of any Aquila Group Entity on the Back Forty Project, Back Forty shall provide to the Purchaser an advanced draft copy (and a reasonable opportunity to comment thereon) of such technical report before it is filed on SEDAR or otherwise made publicly available and in any event not less than five Business Days before it is so filed or made public.

(d)

If the Purchaser or any of its Affiliates is required by Applicable Law to prepare a technical report under NI 43-101 (or similar report) in respect of the Back Forty Property, as determined by the Purchaser acting reasonably, Back Forty shall cooperate with and allow the Purchaser and its authorized representatives to access technical information pertaining to the Back Forty Property and complete site visits at the Back Forty Property so as to enable the Purchaser or its Affiliates, as the case may be, to prepare the technical report (or similar report) in accordance with NI 43- 101 (or any other applicable Canadian and/or U.S. and/or stock exchange rules and policies governing the disclosure obligations of the Purchaser or any of its Affiliates) at the sole cost and expense of the Purchaser. At reasonable times and with the prior consent of Back Forty (not to be unreasonably withheld or delayed), at the sole risk and expense of the Purchaser, the Purchaser and its authorized representatives shall have a right of access to all surface and subsurface portions of the Back Forty Project, to any mill, smelter, concentrator or other processing facility owned or operated by any Aquila Group Entity that is used to process Minerals and to any related operations of the Aquila Group Entities for the purpose of enabling the Purchaser to comply with the obligations of the Purchaser or any of its Affiliates under NI 43-101 (or any other applicable Canadian and/or U.S. Securities Laws and/or stock exchange rules and policies governing the disclosure obligations of the Purchaser or any of its Affiliates), as determined by the Purchaser acting reasonably.

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5.6Inspections

Upon no less than ten Business Days’ notice to Back Forty and subject at all times to the workplace rules and supervision of Back Forty, Back Forty shall grant, or cause to be granted, to the Purchaser and its representatives and agents, at reasonable times and at the Purchaser’s sole risk and expense, the right to access the Back Forty Property, the processing facilities related to the Back Forty Project and other facilities of the Back Forty Project, in each case to monitor the mining, processing and infrastructure operations relating to the Back Forty Project and to permit a qualified person to complete a personal inspection of the Back Forty Project in connection with the preparation on behalf of the Purchaser or any of its Affiliates of any technical report in accordance with NI 43- 101 in the Purchaser’s reasonable opinion required by Applicable Laws. The Purchaser may avail itself of such right of access a maximum of once per calendar year absent a deficiency identified during a previous inspection of the Back Forty Property, in which case such rights may be exercised not more than once during any calendar quarter until no material deficiencies are identified during four consecutive inspections, at which point the Purchaser will once again be limited to exercising such rights once per calendar year, and except where additional access is requested by the Purchaser in order to prepare a technical report in its opinion required to be filed pursuant to NI 43-101. The Purchaser shall diligently complete any inspection permitted hereunder.

ARTICLE 6

COVENANTS

6.1Conduct of Operations

(a)

Back Forty shall operate the Back Forty Project on a commercial basis as though it has the full economic interest in the silver produced from the Back Forty Property in the absence of this Agreement and as if it was entitled to receive the Silver Market Price for all silver produced. Back Forty shall ensure that (i) all cut-off grade, short term mine planning and production decisions concerning the Back Forty Project shall be based on silver prices typical of Good Industry Practice, and (ii) all longer term planning and resource and reserve calculations concerning the Back Forty Project shall use Mineral prices based on Good Industry Practice. Back Forty shall ensure that all Minerals will be processed in a manner consistent with the Operating Plan.

(b)

Back Forty shall perform all exploration, development, and mining operations and activities pertaining to or in respect of the Back Forty Project in accordance in all material respects (having a view to the reasonable interests of the Purchaser) with the Operating Plan and with all Applicable Laws and Permits and Good Industry Practice.

(c)

Subject to Sections 6.1(a) and (b), all decisions regarding the Back Forty Project, including all decisions concerning the methods, extent, times, procedures and techniques of any (i) exploration, development and mining related to the Back Forty Project, including spending on operating and capital expenditures, (ii) leaching, milling, processing or extraction, (iii) decisions to operate, expand or continue to operate the Back Forty Project or any portion thereof, including with respect to closure and care and maintenance, (iv) decisions to take or refrain from taking any

38 -


action in order to maintain silver recovery or production, (v) materials to be introduced on or to the Back Forty Project, and (vi) except as provided herein, the sale of Minerals and sales strategy including decisions regarding the sale of silver and terms thereof, shall be made by Aquila, in its sole discretion.

(d)

Neither Seller nor Back Forty shall be responsible for or obligated to make any deliveries of Refined Silver or Minerals, or of the value thereof, lost in any mining or processing of Minerals conducted in accordance with internationally accepted mining, processing and milling practices and Good Industry Practice.

(e)

Back Forty and Aquila shall use all commercially reasonable efforts to obtain and, once obtained, maintain all Permits necessary to commence and continue development operations on the Back Forty Project in accordance with the Operating Plan.

(f)

Back Forty shall, timely and fully perform, pay and observe, or cause to be performed, observed and paid, any and all liabilities and obligations required by any Applicable Laws, Permits or by any Governmental Authority for the reclamation, restoration or closure of any facility or land used in connection with Back Forty’s operations or activities at, on or in respect of the Back Forty Project or required under this Agreement.

(g)

Prior to the Deposit Repayment Reduction Date, the Operating Plan may not be amended, supplemented or replaced without the prior written approval of the Purchaser, acting reasonably, provided for greater certainty that it will be reasonable for the Purchaser not to approve any amendment to the Operating Plan that (i) is not in accordance with Good Industry Practice and (ii) would result in a reduction of Payable Silver of greater than 10% only in respect of the open pit portion of the Back Forty Project. Notwithstanding the foregoing, the Feasibility Study shall become the Operating Plan upon its approval by Aquila’s board of directors and the Purchaser.

6.2Preservation of Corporate Existence and Property/No Encumbrances

(a)

Except as otherwise permitted pursuant to Section 7.3, Back Forty and Aquila shall, and Aquila should cause each of the other PSA Entities and Aquila Parent to, at all times from and after the date hereof to do and cause to be done all things necessary or advisable to maintain its corporate existence. Aquila shall not, and shall not permit any other PSA Entity or Aquila Parent to, merge or amalgamate with another PSA Entity if it would adversely impact the Purchaser’s rights under the Transaction Documents. Neither Back Forty nor Aquila shall, and Aquila shall not permit any other PSA Entity to, change its name or the jurisdiction of its chief executive office or the jurisdiction in which any of its tangible assets are located without providing the Purchaser with 15 days’ prior written notice.

(b)

Back Forty and Aquila shall at all times do or cause to be done all things necessary to maintain the Back Forty Property in good standing, including paying or causing to be paid all Taxes owing in respect thereof, performing or causing to be performed all required assessment work thereon, paying or causing to be paid all claim, permit

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and license maintenance fees in respect thereof, paying or causing to be paid all rents and other payments in respect of leased properties forming a part thereof or otherwise payable under any purchase, option or similar agreements relating thereto and otherwise maintaining the Back Forty Property in accordance with Applicable Laws.

(c)

Neither Back Forty nor Aquila shall, and Aquila shall not permit any other PSA Entity or Aquila Parent to, create, assume, grant or permit to exist any Encumbrance in respect of all or any part of the Back Forty Project, the Collateral or the Guarantor Collateral, except for a Permitted Encumbrance. Each of Back Forty and Aquila shall, and Aquila shall cause each other PSA Entity and Aquila Parent to, take all steps to preserve and maintain the Security as a perfected first-ranking Encumbrance on all of the Collateral, subject only to (i) Permitted Encumbrances; and (ii) the Intercreditor Agreement.

(d)

The Purchaser, at its own expense, may undertake such investigation of the title and status of the Back Forty Property as it shall deem necessary. If that investigation should reveal material defects in the title (which shall not include Permitted Encumbrances), Back Forty shall forthwith proceed to cure such title defects to the satisfaction of the Purchaser, acting reasonably. If Back Forty fails to so cure such material defects within 30 days of such notice from the Purchaser: (i) the Purchaser may proceed to cure such title defects; (ii) any costs and expenses incurred (including reasonable attorney’s fees and costs) by the Purchaser in connection with curing such title defects shall be promptly reimbursed by Back Forty; and (iii) the Purchaser may lien such properties for such amounts until Back Forty reimburses the Purchaser in full.

6.3Processing/Commingling

Back Forty shall not process Other Minerals through the processing facilities related to the Back Forty Project in priority to or in place of, or commingle Other Minerals with, Minerals which are or can be mined, produced, extracted or otherwise recovered from the Back Forty Property, unless: (i) an Aquila Group Entity has adopted and employs reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors (a “Commingling Plan”), such Commingling Plan to ensure the division of Other Minerals and Minerals for the purposes of determining the quantum of the Produced Silver; (ii) the Purchaser shall not be disadvantaged as a result of the processing of Other Minerals in place of, in priority to, or concurrently with, Minerals; (iii) the Purchaser has, acting reasonably, approved the Commingling Plan and all significant changes to such plan which may be proposed from time to time, such approval not to be unreasonably withheld, delayed or conditional; and (iv) Back Forty keeps all books, records, data and samples required by the Commingling Plan and makes such books, records, data and samples available to the Purchaser in accordance with Section 5.5(b).

6.4Offtake Agreements

(a)

Back Forty shall ensure that, when Minerals that contain Produced Silver are sold, all such Minerals are sold to an Offtaker pursuant to an Offtake Agreement. Back Forty shall not sell unprocessed Minerals from the Back Forty Property.

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(b)

During the Term, Aquila shall ensure that all Offtake Agreements entered into by an Aquila Group Entity shall be on commercially reasonable arm’s length terms and conditions for concentrates similar in make-up and quality to those derived from the Minerals, and shall include industry standard reporting and payment settlement protocols and provisions that require the delivery of Offtaker Settlement Sheets and appropriate and separate sampling and assaying so that Back Forty and the applicable Offtaker can determine the grade or content of Produced Silver and other metals in each delivery to an Offtaker. In the case of an Offtake Agreement entered into by an Aquila Group Entity with an Affiliate or other non-arm’s length party, in addition, the Offtake Agreement shall be on terms consistent with market practice. For greater certainty, any variances in an Offtake Agreement from the percentages used to determine Payable Silver under this Agreement shall be for the sole account of Back Forty and shall not affect the amount of Refined Silver to be sold and delivered to the Purchaser under this Agreement.

(c)

Aquila shall ensure that the Aquila Group Entities deliver all Minerals that include Produced Silver to each Offtaker, in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement.

(d)

With respect to any Offtake Agreement to be entered into after the date of this Agreement, Back Forty shall provide to the Purchaser a final signed copy of such Offtake Agreement within 15 days after the execution thereof by each of the parties thereto.

(e)

Aquila shall cause the Aquila Group Entities to take all commercially reasonable steps to enforce their respective rights and remedies under each Offtake Agreement with respect to any breaches of the terms thereof relating to the timing and amount of Offtaker Settlements in respect of Produced Silver to be made thereunder. Back Forty shall notify the Purchaser in writing when any dispute in respect of a material matter arising out of or in connection with any Offtake Agreement is commenced in respect of Produced Silver and shall provide the Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute as the case may be.

6.5Insurance

(a)

Back Forty shall, and Aquila shall cause the PSA Entities to, maintain at all times with reputable insurance companies insurance in good standing with respect to the Back Forty Project and the operations conducted on and in respect thereof against such casualties, losses and contingencies and of such types and in such amounts that are consistent with Good Industry Practice.

(b)

Prior to the Deposit Repayment Reduction Date, where any Aquila Group Entity has received payment under an insurance policy in respect of the Back Forty Project as a result of an event that does or is reasonably likely to materially reduce the amount of Produced Silver from the Back Forty Project in any one or more years, Aquila shall cause such Aquila Group Entity either (i) to use, subject to the Intercreditor Agreement and any intercreditor agreement entered into in connection

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with the Project Facility, all Net Proceeds of any insurance payment received by any Aquila Group Entity to rebuild or repair the Back Forty Project, or (ii) to pay the Applicable Percentage of the Net Proceeds of any insurance payment received by any Aquila Group Entity in respect thereof to the Purchaser within 10 days after receipt of such proceeds by such Aquila Group Entity. In this Section 6.5(b), “Applicable Percentage” means the Purchaser’s share of the Net Proceeds of such insurance payment received by any Aquila Group Entity, the Purchaser’s share being calculated as the ratio of (i) the Net Present Value of the Remaining Stream to (ii) the Project Net Present Value. A failure to agree on the foregoing proportion is arbitrable under Section 15.1.

(c)

Back Forty shall ensure that each Lot shipped is adequately insured in such amounts and with coverage consistent with Good Industry Practice, until the time that risk of loss and damage for such Minerals is transferred to the Offtaker.

(d)

Where any Aquila Group Entity has received payment under an insurance policy in respect of a shipment of a Lot that is lost or damaged after leaving the Back Forty Project and before the risk of loss or damage is transferred to the Offtaker, Back Forty shall use the Applicable Percentage of the Net Proceeds of any insurance payment received by an Aquila Group Entity in respect thereof to acquire Refined Silver in accordance with Section 2.1(c) and shall sell and deliver to the Purchaser (without duplication to the extent previously sold and delivered to the Purchaser by Back Forty) such amount of Refined Silver at the applicable Silver Purchase Price, as applicable. In this Section 6.5(d), “Applicable Percentage” means an amount equal to the percentage content of Produced Silver in the portion of such Lot that was lost or damaged based on: (i) in the case of loss or damage of a partial shipment, the dry weight determined by weighing, sampling and moisture determination on loading of the Minerals and the agreed assays for silver on the part of the Minerals which have been delivered; and (ii) in the case of loss or damage of a complete shipment, on the dry weight determined at loading and the mine’s provisional assays; in each case based on the respective market prices of the metals contained in such Lot as determined by the insurance settlement documents.

6.6Confidentiality

(a)

Each Party (a “Receiving Party”) agrees that it shall maintain as confidential and shall not disclose, and shall cause its Affiliates, employees, officers, directors, advisors and representatives to maintain as confidential and not to disclose, the terms contained in this Agreement and all information (whether written, oral or in electronic format) received or reviewed by it as a result of or in connection with this Agreement, including any Offtake Agreement provided under Section 6.4 (collectively, the “Confidential Information”), provided that a Receiving Party may disclose Confidential Information in the following circumstances:

(i)

to its auditor, legal counsel, lenders, underwriters and investment bankers and to persons (“Third Parties”) with which it is considering or intends to enter into a transaction for which such Confidential Information would be relevant (and to advisors and representatives of any such person), provided

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that (i) such persons are advised of the confidential nature of the Confidential Information, undertake to maintain the confidentiality of it and are strictly limited in their use of the Confidential Information to those purposes necessary for such persons to perform the services for which they were, or are proposed to be, retained by the Receiving Party or to consider or effect the applicable transaction, as applicable and (ii) in the case of Third Parties, such Third Parties shall not be provided with Confidential Information other than an unredacted copy of this Agreement and any related agreements entered into in connection herewith and information regarding deliveries and payments received hereunder, without the prior written consent of Back Forty or the Purchaser, as the case may be, such consent not to be unreasonably withheld;

(ii)

subject to Sections 6.6(c) and 15.6, where that disclosure is necessary to comply with Applicable Laws, court order or regulatory request, provided that such disclosure is limited to only that Confidential Information so required to be disclosed and, where applicable, that the Receiving Party will have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled;

(iii)

for the purposes of the preparation and conduct of any arbitration or court proceeding commenced under Section 15.1;

(iv)

where such information is already available to the public other than by a breach of the confidentiality terms of this Agreement or is known by the Receiving Party prior to the entry into of this Agreement or obtained independently of this Agreement and the disclosure of such information would not breach any other confidentiality obligations;

(v)

with the consent of the disclosing Party; and

(vi)

to its Affiliates and those of its and its Affiliates’ partners, limited partners, directors, officers, employees, advisors and representatives who need to have knowledge of the Confidential Information, provided that such persons are advised of the confidential nature of the Confidential Information and undertake to maintain the confidentiality of it.

(b)

Each Party shall ensure that its Affiliates and its and its Affiliates’ employees, directors, officers, advisors and representatives and those persons listed in Section 6.6(a)(i) are made aware of this Section 6.6 and comply with the provisions of this Section 6.6. Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by such persons.

(c)

No Party shall file this Agreement on SEDAR without reasonable prior consultation with the other Party and the Parties shall consult with each other with respect to any proposed redactions to this Agreement in compliance with Applicable Laws before it is filed on SEDAR.

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6.7Restrictions on Business

Aquila shall not, and shall not permit any other PSA Entity to carry on any business other than the holding of Shares of other PSA Entities or Back Forty (and, in the case of Aquila, the holding, management and/or disposition, directly or indirectly, of any or all of the Excluded Assets, which shall be permitted for all purposes of this Agreement) and any activities incidental thereto including making of any equity investment in, or loan to, any PSA Entity or the provision of management, administration or similar services to any PSA Entity or as reasonably required to perform its obligations under the Security Documents.

6.8Non-Arm’s Length Transactions

Without limiting Section 6.4, neither Aquila nor Back Forty shall, and Aquila shall not permit any other PSA Entity to, engage in any transaction or arrangements with any Aquila Group Entity, including the provision, purchase, sale or receipt of any service, asset or payment, except (i) pursuant to the Aquila Offtake Agreement, (ii) in the ordinary course of business, including in respect of intra-group management, administration or similar services, at prices and on terms and conditions at least as favourable to Back Forty or such PSA Entity as could be obtained on an arm’s-length basis from unrelated third parties, (iii) equity investments made in PSA Entities and subordinated Indebtedness of PSA Entities owing to other Aquila Group Entities incurred in accordance with the terms of this Agreement, or (iv) as otherwise expressly permitted pursuant to this Agreement.

6.9Indebtedness

(a)

Prior to the Deposit Repayment Reduction Date, Back Forty shall not incur or assume or become liable for, and Aquila shall not and shall not permit any other PSA Entity to incur or assume or become liable for, any Indebtedness, except for Permitted Indebtedness.

(b)

For greater certainty, Back Forty and any PSA Entity may enter into a Project Facility, provided that such Project Facility, together with any other Permitted Indebtedness or equity financing of Aquila that has been obtained by Aquila or Back Forty in connection with the Back Forty Project is sufficient to fund the capital costs of the Back Forty Project as set forth in the Feasibility Study, including any contingencies set forth therein.

(c)

If Seller, Back Forty or any other PSA Entity wishes to enter into a Project Facility prior to the Deposit Repayment Reduction Date or grant an Encumbrance over any Collateral following the Deposit Repayment Reduction Date, then the Purchaser agrees to enter into an intercreditor agreement with such Lender or secured party, as applicable, and the applicable PSA Entity (such agreement to be negotiated promptly on terms acceptable to the Purchaser in its sole discretion).

6.10Feasibility Study

Aquila and Back Forty shall use all reasonable efforts to complete the Feasibility Study as soon as practicable.

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ARTICLE 7

TRANSFERS OF INTERESTS

7.1Prohibited Transfers

Except as set out in Section 7.3, in connection with a Pre-approved Change of Control, or with the Purchaser’s prior written consent, Aquila and Back Forty shall not, and Aquila shall ensure that none of the other PSA Entities:

(a)

Transfer, in whole or in part, the Back Forty Project, the Collateral or any Guarantor Collateral (other than any Permitted Dispositions); or

(b)

agree to, or enter into any agreement, arrangement or other transaction with any person that would cause, or otherwise allow or permit to exist, a Change of Control of Back Forty or any PSA Entity.

7.2Prohibition on Sale of Mineral Interests

(a)

Except as set forth in Section 7.2(b) below, Aquila and Back Forty shall not, and Aquila shall not permit any other PSA Entity to, Transfer a Mineral Interest relating to Minerals.

(b)

If, at any time and from time to time Back Forty or any PSA Entity (each, a “Mineral Interest Holder”) wishes to offer for sale to any third party (other than another Aquila Group Entity) any Mineral Interest or, following an offer by a third party to purchase a Mineral Interest, the Mineral Interest Holder shall, by notice in writing to the Purchaser, first offer to sell such Mineral Interest to the Purchaser at the price and upon substantially the terms that the Mineral Interest Holder proposes to offer to or to accept from a third party (the “Seller Offer”). The Seller Offer must contain all of the material terms and conditions related to the sale of the Mineral Interest.

(c)

Upon receipt of a Seller Offer, the Purchaser shall have a period of up to 45 days (the “Review Period”) in which to indicate whether it wishes to accept Seller Offer. During the Review Period, the Mineral Interest Holder shall deal exclusively with the Purchaser with respect to the Seller Offer and any other potential disposition of the Mineral Interest. If prior to the end of the Review Period the Purchaser indicates that it intends to accept the Seller Offer, the Mineral Interest Holder and the Purchaser shall have a further 30 days to negotiate in good faith and enter into the definitive agreement for the purchase and sale of the Mineral Interest consistent with the terms and conditions of the Seller Offer (the “Definitive Agreement”). During such second 45-day period, the obligation to deal exclusively with the Purchaser shall continue. During the Review Period and any subsequent negotiation period, the Mineral Interest Holder shall provide to the Purchaser all information and materials that the Purchaser may reasonably require to consider the Seller Offer.

(d)

Following the entering into of the Definitive Agreement, the Mineral Interest Holder and the Purchaser will proceed to close the transaction as soon as possible

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thereafter pursuant to the terms of such Definitive Agreement. Where the Seller Offer includes consideration other than cash, at the Purchaser’s request, the terms of the Definitive Agreement will permit the Purchaser to pay an amount in cash equivalent to the value of such non-cash consideration in the Seller Offer.

(e)

If (i) the Purchaser advises the Mineral Interest Holder that it is not willing to accept the Seller Offer, or (ii) by the end of the Review Period, the Purchaser has not indicated its willingness to accept the Seller Offer, then the Mineral Interest Holder may commence negotiations with a third party for the sale of the Mineral Interest which is the subject of the Seller Offer, and, either directly or through an Affiliate, sell the Mineral Interest that is the subject of the Seller Offer to a third party; provided that the terms of sale are no more favourable to such third party than those offered to the Purchaser in the Seller Offer and such sale must be completed within 60 days thereafter. If the sale has not been completed within that 60-day period, the provisions of Section 7.2(b) to (e) will again apply to the sale of any Mineral Interest.

(f)

For the avoidance of doubt, this Section 7.2 shall not apply to (i) any Offtake Agreement, (ii) permitted intercompany transfers among PSA Entities, or (iii) any pre-payment by an Offtaker, in each case in the ordinary course of business.

7.3Permitted Transfers and Changes of Control

Following the Commencement of Commercial Production, Section 7.1 shall not prohibit a Transfer or Change of Control if:

Transfer of the Back Forty Project, Collateral or Guarantor Collateral

(a)

in the case of a Transfer of the Back Forty Project, Collateral or Guarantor Collateral to a person that is not a PSA Entity:

(i)

Aquila shall have provided the Purchaser with at least 30 days prior written notice of the proposed Transfer;

(ii)

Aquila, Back Forty and the other PSA Entities, as applicable, Transfer all, but not less than all, of the Back Forty Project, Collateral or Guarantor Collateral (other than leased personal property that is not material to the Back Forty Project that, by the terms of the lease, may not be transferred) to the same transferee;

(iii)

Aquila and Back Forty transfer and assign all rights and obligations under this Agreement to the same transferee concurrently with any such Transfer, and such transferee and the persons in respect of which such transferee is a subsidiary assume in favour of the Purchaser all of Aquila’s and Back Forty’s respective obligations under this Agreement pursuant to an agreement in form and substance satisfactory to the Purchaser, acting reasonably;

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(iv)

the transferee, its Affiliates and each person in respect of which such transferee is a subsidiary or otherwise has a direct or indirect interest in the Back Forty Project grants the same charges and security interests in, to and over the Collateral and the Guarantor Collateral, and enters into the same Security Documents, including guarantees, entered into by Aquila, Back Forty and the other PSA Entities pursuant to Sections 8.1 and 9.1(b);

(v)

the transferee complies with the conditions set forth in Section 3.3(a)(ii);

(vi)

there is no Event of Default (or an event which with notice or lapse of time or both would become an Event of Default) that has occurred and is continuing;

(vii)

the Purchaser does not reasonably expect such Transfer or Change of Control to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to “Aquila”, the “Seller”, and “PSA Entity” shall instead refer to the applicable transferee entity or Affiliate of the transferee entity);

(viii)

if the Transfer occurs prior to the Deposit Repayment Reduction Date, the Purchaser is satisfied that the transferee is an Approved Purchaser;

(ix)

all necessary consents and approvals of any Governmental Authority or other person are obtained or satisfied with respect to such Transfer; and

(x)

if the transferee, and any other persons in respect of which such transferee is a subsidiary and has entered into a guarantee, has any outstanding Indebtedness secured by the same assets as this Agreement and the Security Documents, their secured lenders shall have entered into an intercreditor agreement with the Purchaser on terms consistent with Section 6.9(c).

Change of Control

(b)

in the case of a Change of Control of Back Forty or the PSA Entities (excluding, for the avoidance of doubt, a Pre-approved Change of Control):

(i)

Aquila shall have provided the Purchaser with at least 30 days prior written notice of the proposed Change of Control;

(ii)

the person acquiring control of Back Forty or the PSA Entities (or if such person is controlled by another person, the persons in respect of which such person is a subsidiary) assumes in favour of the Purchaser all of the obligations of Aquila and Back Forty under this Agreement, such assumption to occur by an agreement in form and substance satisfactory to the Purchaser, acting reasonably (following which Aquila and Back Forty shall be released from their obligations under this Agreement);

(iii)

if the person is acquiring control of a PSA Entity, the person contemporaneously acquires, directly or indirectly, all of the PSA Entities;

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(iv)

the person acquiring control of Back Forty or the PSA Entities and each person in respect of which such person is a subsidiary, if applicable, grants, to the extent applicable, the same charges and security interests in, to and over the Collateral and the Guarantor Collateral, and enters into the same Security Documents entered into by Back Forty and the PSA Entities pursuant to Sections 8.1 and 9.1(b);

(v)

the person acquiring control of Back Forty and the PSA Entities complies with the conditions set forth in Section 3.3(a)(iii);

(vi)

there is no Event of Default (or an event which with notice or lapse of time or both would become an Event of Default) that has occurred and is continuing;

(vii)

the Purchaser does not reasonably expect such Transfer or Change of Control to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to “Aquila” shall instead refer to the applicable acquiring entity or Affiliate of the acquiring entity);

(viii)

in the event of a Change of Control prior to the Deposit Repayment Reduction Date, the Purchaser is satisfied that the acquiring person is an Approved Purchaser;

(ix)

all necessary consents and approvals of any Governmental Authority or other person are obtained or satisfied with respect to such Transfer; and

(x)

if the acquiring person, and any other persons in respect of which such acquiring person is a subsidiary and has entered into a guarantee, has any outstanding Indebtedness secured by the same assets as this Agreement and the Security Documents, their secured lenders shall have entered into an intercreditor agreement with the Purchaser on terms consistent with Section 6.9(c).

Inter-corporate Transfers

(c)

in the case of a direct or indirect Transfer of the Back Forty Project, Collateral or Guarantor Collateral to a PSA Entity:

(i)

Aquila shall have provided the Purchaser with at least 30 days prior written notice of the proposed Transfer;

(ii)

Aquila provides a confirmation in favour of the Purchaser that its obligations under this Agreement shall continue in full force and effect despite any such Transfer;

(iii)

the provisions of Section 7.3(a) are complied with mutatis mutandis, except for Section 7.3(a)(viii);

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(iv)

if less than all of the Back Forty Project, Collateral or Guarantor Collateral are Transferred then Back Forty provides a confirmation in favour of the Purchaser that its obligations under the Agreement shall continue in full force and effect despite any such Transfer;

(v)

the transferee shall have no Indebtedness other than Permitted Indebtedness; and

(vi)

if, following such Transfer, the transferor has no direct or indirect interest in the Back Forty Project, the Collateral or in any PSA Entity and has not received Distributions of any of the Deposit other than in respect of or for purposes of satisfying the provisions regarding use of the Deposit as set out in Section 3.4 or in respect of Permitted Indebtedness, such transferor shall cease to be a PSA Entity.

Joint Ventures and Minority Dispositions

(d)

in the case of Back Forty or a PSA Entity entering into a minority interest disposition, joint venture or other similar commercial arrangement with another person that is not a PSA Entity and which is not a Transfer governed by Section 7.3(a) above, with respect to the Back Forty Project:

(i)

Aquila shall have provided the Purchaser with at least 30 days prior written notice of the proposed disposition, joint venture or other similar commercial arrangement;

(ii)

Aquila retains at least an indirect 50% undivided interest in the Back Forty Project;

(iii)

Back Forty, or another person directly or indirectly controlled by Aquila, is at all times the operator of the Back Forty Project;

(iv)

such other person agrees in a document, or documents, acceptable to the Purchaser, acting reasonably, with Aquila, Back Forty and the Purchaser to acknowledge the obligations of Back Forty under this Agreement and the Security Documents, including a guarantee and the granting to the Purchaser, for and on behalf of the Purchasers, of all the security interests in and to the Back Forty Project contemplated thereunder; provided that, if such other person acquires any legal right, title or interest in and to the Back Forty Project (including any registered or recorded title therein), such person assumes on a joint and several basis with Back Forty all of the obligations and duties under this Agreement and grants the same charges and security interests in, to and over the Back Forty Project to which it acquires any legal right, title or interest, and enters into the same Security Documents entered into by Back Forty and its subsidiaries pursuant to Section 8.1 and 9.1(b);

(v)

all filings have been made and all other actions have been taken that are required in order for the Purchaser to continue at all times following such

49 -


transaction to have the valid and perfected security interest contemplated by Section 8.1 and 9.1(b);

(vi)

there is no Event of Default that has occurred and is continuing (or an event which with notice or lapse of time or both would become an Event of Default);

(vii)

such minority interest disposition, joint venture or other similar commercial arrangement could not reasonably be expected to have a Material Adverse Effect;

(viii)

all necessary consents and approvals of any Governmental Authority or other person obtained or satisfied with respect to such arrangements; and

(ix)

if the minority interest holder and any person who has direct or indirect interest in the minority interest holder has outstanding Indebtedness secured by the same assets as this Agreement and the Security Documents the minority interest holder and such other person shall have entered into an intercreditor agreement with the Purchaser on terms consistent with Section 6.9(c).

7.4Abandonment

If the Seller intends to abandon, surrender, relinquish or let lapse or expire any of the Back Forty Properties, including by way of ceasing to maintain, or maintain in good standing (through the non-payment of rents or non-performance of exploration, exploitation or maintenance obligations or otherwise), Permits or mining claims or mill sites (the “Abandonment Property”), the Seller shall (A) have determined, acting in a commercially reasonable manner, that it is not economical to mine Minerals from the Abandonment Property, and (B) first give notice of such intention to the Purchaser at least thirty (30) days in advance of the proposed date of abandonment. If, not later than ten (10) days before the proposed date of abandonment of any Abandonment Property the Seller receives from the Purchaser written notice that the Purchaser desires the Seller to convey or cause the conveyance of the Abandonment Property to the Purchaser or an assignee, the Seller, for one (1) dollar, shall convey or cause the conveyance of such Abandonment Property to the Purchaser on an “as is, where is basis” and at the sole cost, risk and expense of the Purchaser and shall thereafter have no further obligation to maintain the title to such Abandonment Property. If the Purchaser does not give such notice to the Seller within the prescribed period of time, the Seller may abandon the Abandonment Property and shall thereafter have no further obligation to maintain the title to the Abandonment Property. If the Seller or any of its Affiliates reacquires a direct or indirect interest in any of the ground covered by the Abandonment Property at any time, the production of base metals, gold or silver from such property shall be subject to this Agreement and the Gold Purchase Agreement. The Seller shall give written notice to the Purchaser within twenty

(20) days of any such reacquisition.

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ARTICLE 8

SECURITY

8.1Security

(a)

Back Forty grants to the Purchaser a continuing security interest and first priority lien (subject only to Permitted Encumbrances and the Intercreditor Agreement) in all of the Collateral now owned or hereafter acquired by it as security for its obligations under this Agreement and under the Security Documents.

(b)

Aquila and Back Forty shall cause all such further agreements, instruments and documents (including a security agreement by Back Forty, the Guarantees, the Guarantor Security Agreements and the other documents listed on Schedule H) to be executed and delivered and all such further acts, opinions and other documents, instruments and agreements (“Security Supporting Documents”) in connection therewith and things to be done as the Purchaser may from time to time reasonably require to obtain, perfect and maintain first ranking prior perfected Encumbrances in, to and over all of the Collateral, subject only to Permitted Encumbrances and the Intercreditor Agreement (collectively, the “Security Documents”).

(c)

Back Forty and Aquila shall not contest, and Aquila shall cause each Aquila Group Entity not to contest, in any manner, the effectiveness, validity, binding nature or enforceability or otherwise, the security granted in this Agreement or the other Transaction Documents.

(d)

Back Forty and Purchaser agree: (i) that they have not agreed that the time for attachment of the security interest granted pursuant to Section 8.1(a) shall be delayed; (ii) that such security interest shall attach upon the execution of this Agreement; and (iii) that value has been given by the Purchaser to Back Forty. Back Forty confirms that it has rights in the Collateral owned by it on the date hereof or the power to transfer rights in such Collateral.

(e)

If this Agreement is terminated by Back Forty pursuant to Section 12.2(a), the Purchaser shall take such steps, at its own expense, as Back Forty may reasonably request in order to discharge all filings that have been made in respect of the Collateral.

8.2Stockpiling

If Back Forty, Aquila or any other PSA Entities intend to stockpile, store, warehouse or otherwise place Minerals off the Back Forty Property, before doing so, Back Forty shall obtain from the property owner, operator or both, as applicable, where such stockpiling, storage, warehousing or other placement occurs, to provide in favour of the Purchaser a written acknowledgement in form and substance satisfactory to the Purchaser, acting reasonably, which provides that Seller’s and/or its Affiliates’, as applicable, rights to the Minerals shall be preserved and which acknowledges the Purchaser’s Encumbrances thereon and provides the Purchaser with a right of access in the event of enforcement by the Purchaser of the Security.

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ARTICLE 9

GUARANTEE

9.1PSA Entity, Back Forty and Aquila Parent Guarantee and Indemnity

(a)

Aquila shall, and shall cause each other PSA Entity and Back Forty to, unconditionally and irrevocably guarantee on a joint and several and unlimited basis, the Guaranteed Obligations and shall indemnify the Purchaser from and against all losses arising from a breach of and agrees on written demand of the Purchaser to perform or discharge any such obligations which have not been fully paid, performed or discharged at the times and in the manner provided for in this Agreement. Back Forty and each of the PSA Entities has previously executed and delivered a guarantee in favour of the Purchaser in the form attached as Schedule J (each, an “Existing Guarantee”).

(b)

Aquila shall cause Aquila Parent to unconditionally and irrevocably guarantee on a joint and several and limited recourse basis the Guaranteed Obligations and to indemnify the Purchaser from and against all losses arising from a breach of and agrees on written demand of the Purchaser to perform or discharge any such obligations which have not been fully paid, performed or discharged at the times and in the manner provided for in this Agreement (a “Limited Recourse Guarantee”, and together with the Existing Guarantees, the “Guarantees”).

9.2Guarantor Security

(a)

In addition to the Guarantees, Back Forty, Aquila Parent and each PSA Entity shall grant, as security for its obligations under its respective Guarantee, to and in favour of the Purchaser, first ranking charges, pledges and security interests in, to and over (i) in the case of Aquila, the applicable Pledged Shares and any property, assets or proceeds (other than Permitted Distributions) of the Back Forty Project directly held or acquired by it, (ii) in the case of Back Forty and each other PSA Entity, all of its assets, property and undertaking, including for certainty the applicable Pledged Shares, and (iii) in the case of Aquila Parent, the applicable Pledged Shares in Aquila, and in each case, all proceeds thereof (collectively, the “Guarantor Collateral”), all pursuant to one or more security agreements (collectively, the “Guarantor Security Agreements”), together with such share certificates, control agreements, transfer powers, notations, endorsements, registrations, opinions and other documents, instruments and agreements in connection therewith as the Purchaser may reasonably require (“Guarantor Security Supporting Documents”), each in form and substance satisfactory to the Purchaser, acting reasonably, and in each case subject to Permitted Encumbrances and the Intercreditor Agreement.

(b)

Aquila shall cause each and any person who becomes a PSA Entity after the date hereof to execute (i) a Guarantee, (ii) a Guarantor Security Agreement, (iii) any other Security Documents as set out in Schedule H, and (iv) any Security Supporting Documents and Guarantor Security Supporting Documents. Aquila shall cause each and any person who becomes an Aquila Parent after the date hereof

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to execute (i) a Limited Recourse Guarantee, (ii) a Guarantor Security Agreement, and (iii) any Guarantor Security Supporting Documents.

(c)

Aquila shall, and shall cause each Aquila Group Entity to whom any debt, liability or obligation is owed by a PSA Entity from time to time, to execute and deliver a Subordination and Postponement of Claims.

(d)

Until the Commencement of Commercial Production, except for Permitted Distributions, Aquila shall not, and shall not permit any other PSA Entity to, make or commit to make any Distribution or other payment or transfer of assets, including by way of set-off or in-kind.

(e)

Following the Commencement of Commercial Production and until the Deposit Repayment Reduction Date, except for Permitted Distributions, Aquila shall not, and shall not permit any other PSA Entity to, make or commit to make any Distribution or other payment or transfer of assets including by way of set-off or in-kind unless:

(i)

no Aquila Event of Default and no event that, with the giving of notice or passage of time would constitute an Aquila Event of Default, has occurred and is continuing or would occur as a result of such Distribution;

(ii)

all operating expenses of the PSA Entities, on a consolidated basis, then due and owing have been paid in full;

(iii)

all amounts then due and owing in respect of any Indebtedness (“third- party debt”) of the PSA Entities (other than Indebtedness owing to any Aquila Group Entity) have been paid in full; and

(iv)

after giving effect to such Distribution, Back Forty expects to be able to pay all operating expenses and all amounts in respect of any third-party debt expected to come due and owing in the next 30 days.

For greater certainty, there are no restrictions on Distributions among the PSA Entities.

(f)

Aquila shall cause all such further agreements, instruments and documents to be executed and delivered and all such further acts and things to be done as the Purchaser may from time to time reasonably require to obtain, perfect and maintain first ranking prior perfected charges and security interests in, to and over all of the Guarantor Collateral, subject only to the Intercreditor Agreement and Permitted Encumbrances.

(g)

If this Agreement is terminated by Back Forty pursuant to Section 12.1(a), the Purchaser shall take such steps, at its own expense, as the Purchaser may reasonably request in order to discharge all filings that have been made in respect of the Guarantor Collateral.

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(h)

Aquila shall not contest, and shall cause each Aquila Group Entity not to contest, in any manner, the effectiveness, validity, binding nature or enforceability of the Transaction Documents.

(i)

As soon as practicable and in any event on or before the second Business Day following the Effective Date, Aquila shall deliver and/or cause GORO Acquisitionco to deliver to the Purchaser the original share certificates and Powers of Attorney to Transfer Shares set forth in paragraphs 6(g) and 7(g) of Schedule H hereto, together with legal opinions, in form and substance satisfactory to the Purchaser, acting reasonably, of GORO’s legal counsel and Aquila’s pre-Effective Date legal counsel, as the case may be, addressed to the Purchaser relating to (A) the legal status of GORO Acquisitionco and Aquila, (B) the corporate power and authority of GORO Acquisitionco and Aquila to execute, deliver and perform the Transaction Documents delivered in connection herewith, (C) the authorization, execution and delivery by GORO Acquisitionco of the Transaction Documents delivered by it in connection herewith, and the authorization, execution and delivery of this Agreement by Aquila, (D) the enforceability of such Transaction Documents against GORO Acquisitionco and Aquila, (E) the validity and perfection of the Encumbrances created by such Transaction Documents, and (F) the issuance of the common shares of Aquila to GORO Acquisitionco.

ARTICLE 10

REPRESENTATIONS AND WARRANTIES

10.1Representations and Warranties of Aquila and Back Forty

Aquila and Back Forty, acknowledging that the Purchaser is entering into this Agreement in reliance thereon, hereby jointly and severally make on and as of the date of this Agreement, the representations and warranties to the Purchaser set forth in Schedule F.

10.2Representations and Warranties of the Purchaser

The Purchaser, acknowledging that Back Forty is entering into this Agreement in reliance thereon, hereby makes on and as of the date of this Agreement, the representations and warranties to Back Forty set forth in Schedule G.

10.3Survival of Representations and Warranties

The representations and warranties set forth in Schedules F and G shall survive the execution and delivery of this Agreement.

10.4Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of Aquila or Back Forty, it shall be deemed to refer to the actual knowledge of any of Aquila’s Chairman, Chief Executive Officer, Chief Financial Officer and any other senior officer from time to time and all information which ought to have been known by any of them after conducting a reasonable inquiry into the matters in question, whether or not any such inquiry was actually made.

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ARTICLE 11

AQUILA EVENTS OF DEFAULT

11.1Aquila Events of Default

Each of the following events or circumstances which is continuing constitutes an event of default by Aquila (each, an “Aquila Event of Default”):

(a)

Aquila fails to sell and deliver the Refined Silver to the Purchaser on the terms and conditions set forth in this Agreement within ten Business Days after receipt of notice from the Purchaser notifying Aquila of such default;

(b)

Back Forty is in breach or default of its obligations under Section 8.1 or Back Forty, any applicable PSA Entity or Aquila Parent is in breach or default of its obligations under the Security Documents or the Gold Purchase Agreement which breach or default is not remedied within the applicable grace period (if any) specified in the applicable Security Document or the Gold Purchase Agreement, as the case may be;

(c)

other than as provided in Sections 11.1(a) or 11.1(b), Aquila Parent, Back Forty or any PSA Entity is in breach or default of any terms or conditions, or any of its covenants or obligations, set forth in this Agreement in any material respect, which breach or default is not remedied within a period of 30 days following delivery by the Purchaser to Aquila of written notice of such breach or default, or such longer period of time as the Purchaser may determine in its sole discretion;

(d)

any of the representations or warranties given by Aquila or Back Forty under or in connection with the Transaction Documents is inaccurate in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality) as of the date given, and such inaccuracy is not remedied within a period of 30 days following delivery by the Purchaser to Back Forty of written notice of such inaccuracy, or such longer period of time as the Purchaser may determine in its sole discretion;

(e)

in respect of Indebtedness of any PSA Entity or Back Forty in a principal amount of $[REDACTED] or more (other than in respect of Indebtedness under a Project Facility) any (i) failure by such person to pay any such Indebtedness at the stated maturity thereof or upon the occurrence of an event as a result of which the holder of such Indebtedness has declared the principal thereof to be due and payable prior to the stated maturity thereof, or any event shall occur and shall continue after the applicable grace period (if any) specified in any agreement or instrument relating to any such Indebtedness of any such person, the effect of which is to permit the holder of such Indebtedness to declare the principal amount thereof to be due and payable prior to its stated maturity and in respect of which such holder has so declared the principal amount to be payable, or (ii) failure by any one or more of the PSA Entities to perform or observe any covenant or agreement to be performed or observed by it contained in any agreement or instrument evidencing any of such Indebtedness, the effect of which is to permit the holder of such Indebtedness to declare the principal amount thereof to be due and payable prior to its stated

55 -


maturity and in respect of which the holder has so declared the principal amount to be payable or has sought to enforce a guarantee in respect thereof;

(f)

[REDACTED - COMMERCIALLY SENSITIVE];

(g)

upon the occurrence of an Insolvency Event affecting Back Forty, any PSA Entity or Aquila Parent;

(h)

upon the occurrence of a Material Adverse Effect;

(i)

except as otherwise contemplated herein, any Security becomes invalid or unenforceable or otherwise ceases to constitute a first ranking perfected Encumbrance over the Collateral or Guarantor Collateral (subject to any Permitted Encumbrances and the Intercreditor Agreement), and such default has not been remedied within 20 days of the earlier of (i) any of Aquila Parent, Back Forty or the PSA Entities becoming aware of such default, and (ii) receipt of notice from the Purchaser notifying Aquila or Back Forty of such default;

(j)

any Governmental Authority condemns, expropriates, seizes or appropriates any property or part thereof which when combined with any other property previously condemned, expropriated, seized or appropriated, forms a material part of the Back Forty Project or the Collateral;

(k)

any Permit that has been previously obtained by Back Forty is suspended, cancelled, revoked, forfeited, surrendered, refused renewal or terminated (whether in whole or in part) at any time prior to the Deposit Repayment Reduction Date or otherwise is not, or ceases to be, in full force and effect at any time prior to the Deposit Repayment Reduction Date and Back Forty fails to cure such default within 60 days following such default;

(l)

[REDACTED - COMMERCIALLY SENSITIVE];

(m)

the Back Forty Project fails to achieve Commencement of Commercial Production by the Commencement of Commercial Production Date;

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(n)

(A) if, following receipt of the Permits and prior to Commencement of Commercial Production, Aquila and Back Forty take no steps toward securing the Project Facility for a continuous period of [REDACTED], or following execution of the Project Facility or other project financing, no material work toward development of the Back Forty Project occurs for a continuous period of [REDACTED], and (B) following Commencement of Commercial Production operations at the Back Forty Project have been suspended for a continuous period of [REDACTED];

(o)

upon the occurrence of a Change of Control of a PSA Entity or Back Forty, except for a Pre-approved Change of Control or a Change of Control permitted pursuant to Article 7;

(p)

until the Deposit Repayment Reduction Date, the abandonment, loss or forfeiture of any material portion of the Back Forty Project or the Back Forty Property except in compliance with Section 7.4;

(q)

it is or becomes unlawful for Back Forty, any PSA Entity or Aquila Parent to perform any of its obligations under any Transaction Document to which it is a party or any of the security created or expressed to be created by the Security Documents ceases to be effective or enforceable at any time at which such security is intended to be effective or enforceable;

(r)

Back Forty, any PSA Entity or Aquila Parent repudiates or rescinds any Transaction Document or purports to repudiate or rescind any Transaction Document;

(s)

[REDACTED - COMMERCILLY SENSIVTIVE]; and

(t)

[REDACTED - COMMERCILLY SENSIVTIVE].

11.2Remedies

(a)

If an Aquila Event of Default occurs and is continuing, the Purchaser shall have the right, upon written notice to Aquila, at its option and in addition to and not in substitution for any other remedies available to it hereunder or at law or equity, to take any or all of the following actions:

(i)

demand all amounts and deliveries then owing by Aquila to the Purchaser;

(ii)

prior to the Commencement of Commercial Production, terminate this Agreement by written notice to   Aquila   and,   without   limiting Section 11.2(a)(i), demand all Losses suffered or incurred by the Purchaser as a result of the occurrence of such Aquila Event of Default and termination, including the Deposit Repayment Amount;

57 -


(iii)

subsequent to the Commencement of Commercial Production, terminate this Agreement by written notice to Aquila and, without limiting Section 11.2(a)(i), demand all Losses suffered or incurred by the Purchaser as a result of the occurrence of such Aquila Event of Default and termination, including an amount equal to the greater of (A) the Deposit Repayment Amount, or (B) the Net Present Value of the Remaining Stream based on a [REDACTED]% discount rate; and

(iv)

enforce the Security.

Upon each occurrence of an Aquila Event of Default, and for so long as such Aquila Event of Default is continuing, the Purchaser shall have no further obligation to fund any unpaid portion of the Deposit.

(b)

The Parties hereby acknowledge and agree that (i) the Purchaser will be damaged by an Aquila Event of Default; (ii) it would be impracticable or extremely difficult to fix the actual damages resulting from an Aquila Event of Default; (iii) any sums payable in accordance with Section 11.2(a)(ii) with respect to an Aquila Event of Default are in the nature of liquidated damages, not a penalty, and are fair and reasonable; and (iv) the amount payable in accordance with Section 11.2(a)(ii) with respect to an Aquila Event of Default represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from such Aquila Event of Default in full and final satisfaction of all amounts owed in respect of such Aquila Event of Default.

(c)

For greater certainty, if the Purchaser does not exercise its right under Section 11.2(a)(ii), the obligations of Back Forty and Aquila or any successors following a realization hereunder shall continue in full force and effect.

ARTICLE 12

PURCHASER EVENTS OF DEFAULT

12.1Purchaser Events of Default

Each of the following events or circumstances constitutes an event of default by the Purchaser (each, a “Purchaser Event of Default”):

(a)

the Purchaser fails to pay any portion of the Deposit to Aquila in accordance with this Agreement where all of the conditions in Section 3.2 have been satisfied or waived (any such unpaid portion of the Deposit, the “Unpaid Deposit”);

(b)

the Purchaser is in breach or default of any terms or conditions, or any of its covenants or obligations, set forth in this Agreement in any material respect (other than a breach or default of the covenants or obligations referenced in Section 12.1(a)), and such breach or default is not remedied within a period of 30 days following delivery by Aquila or Back Forty to the Purchaser of written notice of such breach or default, or such longer period of time as Aquila may determine in its sole discretion; or

58 -


(c)

any of the representations or warranties given by the Purchaser is inaccurate in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality) as of the date given, and such inaccuracy is not remedied within a period of 30 days following delivery by Aquila or Back Forty to the Purchaser of written notice of such inaccuracy, or such longer period of time as Aquila may determine in its sole discretion.

12.2Remedies

(a)

In addition to Aquila’s rights under Section 13.3 and in addition to and not in substitution for any other remedies available to it hereunder or at law or in equity, if a Purchaser Event of Default described in Section 12.1(a) has occurred and is continuing for more than 10 Business Days, then Aquila shall have the right, at its option, to terminate this Agreement by written notice to the Purchaser, subject to Aquila returning to the Purchaser the amount of the Uncredited Balance within 10 Business Days. Notwithstanding the foregoing, in the event that the Purchaser has disputed the satisfaction of any condition precedent in respect of a relevant portion of the Unpaid Deposit, and such dispute is determined favourably to Aquila, the Purchaser will have 10 Business Days to pay such Unpaid Deposit before Aquila may exercise its rights under this Section 12.2(a).

(b)

If a Purchaser Event of Default under Sections 12.1(b) or (c) (other than with respect to the payment of the amount of the Deposit set forth in Section (a)) has occurred and is continuing, Aquila shall have no right to terminate this Agreement, but shall be entitled to all other remedies available to it under this Agreement or at law or in equity.

ARTICLE 13

ADDITIONAL PAYMENT TERMS

13.1Payments

All payments of funds due by one Party to another under this Agreement shall be made in U.S. dollars and shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the receiving Party in writing from time to time.

13.2Taxes

(a)

All deliveries of Refined Silver and all payments and transfers of property of any kind under the Transaction Documents by any Aquila Group Entity shall be made without any deduction, withholding, charge, levy or imposition for or on account of any Taxes, except as required by Applicable Laws.

(b)

Subject to Section 13.2(c) below, all Taxes, if any, as are required by Applicable Laws to be deducted, withheld, charged, levied, collected or imposed on any person or with respect to any such delivery, payment or transfer made by any Aquila Group Entity shall be paid by Aquila by delivering, paying or transferring to the Purchaser or on its behalf, in addition to such delivery, payment or transfer, such additional delivery, payment or transfer (each, an “Additional Amount”) as is necessary to

59 -


ensure that the net amount received by the Purchaser (net of any such Taxes, including any Taxes required to be deducted, withheld, charged, levied, collected or imposed on any such Additional Amount) equals the full amount that the Purchaser would have received had no such deduction, withholding, charge, levy, collection or imposition been required.

(c)

Notwithstanding Section 13.2(b), Aquila, Back Forty or any Aquila Group Entity shall not be responsible for any Excluded Taxes (as defined below) imposed or collected by any jurisdiction in respect of deliveries of Refined Silver or payments and transfers of property of any kind made by an Aquila Group Entity pursuant to the Transaction Documents. For these purposes “Excluded Taxes” means any additional Taxes imposed or collected by a jurisdiction by reason of the Purchaser (or any assignee of the Purchaser pursuant to Section 15.11, but with respect only to the interest of such assignee) (i) being incorporated or resident in that jurisdiction, (ii) carrying on business in, or having a permanent establishment or a connection in, that jurisdiction, or (iii) participating in a transaction separate from this Agreement in that jurisdiction, and in each case determined by application of the laws of that jurisdiction in each case other than by reason of purchasing Refined Silver under this Agreement, receiving payments, transfers or deliveries under this Agreement in that jurisdiction, making payments under this Agreement, or enforcing rights under the Transaction Documents.

(d)

Cooperation. The Parties agree to reasonably cooperate to: (i) ensure that no more Taxes, duties or other charges are payable than is required under Applicable Law; and (ii) obtain a refund or credit of any Taxes which have been overpaid.

(e)

Tax Planning. Following the execution and delivery of this Agreement, each of the Parties will co-operate reasonably with the other Party in implementing any proposed adjustments to the structure or terms of this Agreement to facilitate tax planning, provided that such adjustments have no material adverse impact on the non-proposing Party and that the costs of such adjustments shall be paid for by the proposing Party.

13.3Overdue Payments

Any payment or delivery not made by a Party on or by any applicable payment or delivery date referred to in this Agreement shall incur interest from the due date until such payment or delivery is paid or made in full at a per annum rate equal to 10% from and after the due date, calculated, compounded and paid monthly in arrears.

13.4Set-Off

Any dollar amount or Refined Silver owing by a Party to any other Party under this Agreement may be set off against any dollar amount or Refined Silver owed to such Party by the other Party. Any amount of Refined Silver set off and withheld against any non-payment by a Party shall be valued at the Silver Market Price, as applicable, as of the first trading day that such amount of Refined Silver became payable to such Party and shall result in a reduction in an amount of Refined Silver otherwise to be delivered by that number of ounces equal to the dollar amount set off divided by the Silver Market Price, as applicable, as of the day such dollar amount first became payable.

60 -


ARTICLE 14

INDEMNITIES

14.1Indemnity of Aquila and Back Forty

Aquila and Back Forty jointly and severally agree to indemnify and save the Purchaser, its Affiliates and their directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:

(a)

any breach or inaccuracy of any representation or warranty of the Aquila Group Entities contained in this Agreement or the other Transaction Documents, including without limitation the representations and warranties set forth in Schedule F hereto, or in any document, instrument or agreement delivered pursuant hereto or thereto;

(b)

any breach, including breach due to non-performance, by the Aquila Group Entities of any covenant or agreement to be performed by any of the Aquila Group Entities contained in this Agreement or the other Transaction Documents or in any document, instrument or agreement delivered pursuant hereto or thereto;

(c)

the development or operation of the Back Forty Project;

(d)

the failure of any of the Aquila Group Entities to comply with any Applicable Law, including any Applicable Law relating to environmental matters and reclamation obligations, with respect to the Back Forty Project; or

(e)

the physical environmental condition of the Back Forty Project and matters of health and safety related to the Back Forty Project or any action or claim brought with respect thereto (including conditions arising prior to the date of this Agreement),

provided that the foregoing shall not apply to any Losses to the extent they arise primarily from the gross negligence or willful misconduct of such indemnified persons. This clause shall survive termination of this Agreement.

14.2Indemnity of Purchaser

The Purchaser agrees to indemnify and save Aquila, Back Forty, their Affiliates and their directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:

(a)

any breach or inaccuracy of any representation or warranty of the Purchaser contained in this Agreement or the other Transaction Documents, including without limitation the representations and warranties set forth in Schedule G hereto, or in any document, instrument or agreement delivered pursuant hereto or thereto; or

(b)

any breach, including breach due to non-performance, by the Purchaser of any covenant or agreement to be performed by the Purchaser contained in this

61 -


Agreement or the other Transaction Documents or in any document, instrument or agreement delivered pursuant hereto or thereto,

provided that the foregoing shall not apply to any Losses to the extent they arise primarily from the gross negligence or willful misconduct of such indemnified persons. This clause shall survive termination of this Agreement.

ARTICLE 15

GENERAL

15.1Disputes and Arbitration

Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof which has not been resolved by the Parties within the time frames specified herein (or where no time frames are specified, within 15 days of the delivery of written notice by either Party of such dispute, controversy or claim) shall be referred to the chief executive officer of Aquila and the General Counsel of the Purchaser for prompt resolution. Any such dispute, controversy or claim which cannot be resolved by such persons within 15 days after it has been so referred to them hereunder, including the determination of the scope or applicability of this Agreement to arbitrate, shall be settled by binding arbitration administered by the International Center for Dispute Resolution, and any Party may so refer such dispute, controversy or claim to binding arbitration. Such referral to binding arbitration shall be to one qualified arbitrator in accordance with the Arbitration Rules, as may be amended from time to time, which Arbitration Rules shall govern such arbitration proceeding. The arbitration shall be confidential as set out in Schedule D. The place of arbitration shall be Toronto, Ontario, and the language of arbitration shall be English. The determination of such arbitrator shall be final and binding upon the Parties and the costs of such arbitration shall be as determined by the arbitrator. Judgment on the award may be entered in any court having jurisdiction. This Section 15.1 shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Parties covenant and agree that they shall conduct all aspects of such arbitration having regard at all times to expediting the final resolution of such arbitration. Notwithstanding the foregoing, this Section 15.1 shall not apply to the Guarantees, the Security Documents or the Intercreditor Agreement.

15.2Further Assurances

Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

15.3No Joint Venture

Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, agency relationship, fiduciary relationship, or other partnership relationship between the Purchaser and any Aquila Group Entity.

62 -


15.4Governing Law

This Agreement shall be governed by and construed under the laws of the Province of Ontario (without regard to its laws relating to any conflicts of laws). The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

15.5Notices

Unless otherwise specifically provided in this Agreement, any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by hand to an officer or other responsible employee of the addressee or transmitted by facsimile transmission or sent by electronic mail in PDF format, addressed to:

(i)

If to Aquila or Back Forty to:

c/o Gold Resource Corporation

7900 East Union Ave, Suite 320

Denver, Colorado, USA

80237

Attention:

[REDACTED]

E-mail:

[REDACTED]

with a copy to:

Fasken Martineau DuMoulin LLP

Suite 2400, Bay Adelaide Centre

333 Bay Street

Toronto, Ontario M5H 2T6

Attention:

[REDACTED]

Telecopier No.:

[REDACTED]

E-mail:

[REDACTED]

(ii)

If to the Purchaser, to:

[REDACTED]

63 -


Attention:

[REDACTED]

Facsimile No.:

[REDACTED]

E-mail:

[REDACTED]

with respect to any notices pursuant to Section 2.3, with a copy by electronic mail to (which shall not constitute notice):

Email: [REDACTED]

with a copy to:

Bennett Jones LLP

3400, One First Canadian Place, P.O. Box 130

Toronto, Ontario

M5X 1A4

Attention:

[REDACTED]

Telecopier No.:

[REDACTED]

E-mail:

[REDACTED]

Any notice or other communication given in accordance with this section, if delivered by hand as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Business Day and such delivery is received before 4:00 pm at of the place of delivery; otherwise, it shall be deemed to be validly and effectively given on the Business Day next following the date of delivery. Any notice of communication which is transmitted by facsimile transmission or electronic mail as aforesaid, shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was received before 4:00 pm at the place of receipt; otherwise it shall be deemed to have been validly and effectively given on the Business Day next following such date of transmission.

15.6Press Releases

The Parties shall jointly plan and co-ordinate, and shall cause their respective Affiliates to jointly plan and coordinate, any public notices, press releases, and any other publicity concerning the entering into of this Agreement and none of the Parties or its Affiliates shall act in this regard without reasonable prior consultation with the other Parties, unless such disclosure is required to meet timely disclosure obligations of such Parties or their Affiliates under Applicable Laws in circumstances where prior consultation with the other Parties is not practicable, and a copy of such disclosure shall be provided to the other Parties at such time as it is made publicly available.

15.7Amendments

This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties.

64 -


15.8Beneficiaries

This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and nothing herein is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.

15.9Entire Agreement

This Agreement, the Subscription Agreement and the Security Documents together constitute the entire agreement between the Parties with respect to the subject matter hereof and cancel and supersede any prior understandings and agreements between the Parties with respect thereto. There are no representations, warranties, terms, conditions, opinions, advice, assertions of fact, matters, undertakings or collateral agreements, express, implied or statutory, with respect to the subject matter hereof and thereof by or between the Parties (or by any of their respective employees, directors, officers, representatives or agents) other than as expressly set forth in this Agreement, the Subscription Agreement or the Security Documents. For greater certainty, this Agreement amends and restates the Current SPA in its entirety.

15.10Waivers

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

15.11Assignment

(a)

This Agreement shall enure for the benefit of and shall be binding on and enforceable by the Parties and their respective successors and permitted assigns.

(b)

The Purchaser shall be entitled to assign this Agreement provided that (i) such assignment does not result in Aquila becoming liable to pay to the assignee, immediately following such assignment, Additional Amounts in excess of any Additional Amounts, if any, that Aquila would otherwise be liable to pay to the Purchaser immediately prior to such assignment, and (ii) if such assignment occurs prior to the payment of the Deposit in full, the Purchaser may assign this Agreement to a successor that has sufficient financial ability to assume the Purchaser’s obligations hereunder, as demonstrated to Aquila’s reasonable satisfaction. Notwithstanding the foregoing, the Purchaser shall not be entitled to assign this Agreement to a successor on the Foreign Corrupt Practices Act enforcement actions list maintained by the United States Securities and Exchange Commission without the prior written consent of Aquila.

(c)

Except as provided in Article 7 herein, neither Aquila or Back Forty shall Transfer, in whole or in part, any of its rights or obligations under any of the Transaction Documents, as applicable, without the prior written consent of the Purchaser.

65 -


15.12Severability

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect and the Parties shall negotiate in good faith to replace any provision that is invalid, illegal or unenforceable with such other valid provision that most closely replicates the economic effect and rights and benefits of such impugned provision.

15.13Costs and Expenses

Except as otherwise provided for in this Agreement, all costs and expenses incurred by a Party shall be for the account of Aquila and Aquila shall forthwith reimburse the Purchaser for all costs and expenses submitted to Aquila for payment.

15.14Permitted Encumbrances

Any reference in any of the Transaction Documents to a Permitted Encumbrance is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Encumbrance created by any of the Transaction Documents to any Permitted Encumbrances.

15.15Amendment and Restatement of Current SPA, and Purchaser’s Consent

(a)

Subject to Section 15.15(b), and notwithstanding any other provision of this Agreement, none of the provisions of this Agreement (other than this Section 15.15 and Article 1 and any other provisions of this Article 15 which are necessary in order to construe, interpret, give effect to and enforce this Section 15.15) shall be of any force and effect at any time until immediately before the Effective Time. With effect as of the time immediately before the Effective Time, it shall be deemed that:

(i)

this Agreement amends, restates, consolidates and supplements certain provisions of the Current SPA and shall not be considered a novation thereof. Any provision hereof which differs from or is inconsistent with a provision of the Current SPA constitutes an amendment to the Current SPA. The provisions of the Current SPA as amended hereby have been consolidated and restated in this Agreement. This Agreement will not discharge or constitute a novation of any debt, obligation, covenant or agreement contained in the Current SPA or in any collateral, agreements, certificates and other documents executed and delivered by or on behalf of the Parties or the PSA Entities in respect thereof or in connection therewith, but same shall remain in full force and effect save to the extent same are amended by the provisions of this Agreement. All representations and warranties set out in this Agreement are freshly made on the date hereof except to the extent made as of a specific date referred to herein, but nothing herein shall release or otherwise affect the Parties or the PSA Entities’ liability in connection with the representations and warranties contained in the Current SPA; and

66 -


(ii)

any waiver of, or consent to depart from, the requirements of any provision of any Prior SPA which were given by a Party remains in full force and effect in accordance with its terms in relation to this Agreement.

(b)

Notwithstanding any other provision of this Agreement, in the event that the Certificate of Arrangement is not issued on or before January 14, 2022, this Agreement shall be of no further force and effect and shall be deemed to be terminated automatically as of 11:59 p.m. (Toronto time) on such date without any further action being required to be taken by any Party, provided that, for greater certainty, following such termination the Current SPA shall continue in force and effect in accordance with its terms.

(c)

The Parties acknowledge that the completion of the Arrangement will result in a Change of Control of Back Forty and each of the PSA Entities as contemplated by Section 7.3(b) of the Current SPA. The Purchaser hereby consents to the completion of the Arrangement on the basis set out in this Agreement.

15.16Reaffirmation

Each of Back Forty and Aquila (on its own behalf and on behalf of the other PSA Entities) irrevocably and unconditionally confirms that the existing Guarantees granted by it continue to guarantee the payment and performance of the Guaranteed Obligations, including those arising as a result of or in connection with this Agreement, which are now due or hereafter become due or accruing due under or in connection with the Guarantees or the Guarantor Security Agreements. Each of Back Forty and Aquila (on its own behalf and on behalf of the other PSA Entities) irrevocably and unconditionally:

(a)

acknowledges, confirms and agrees that each of the Security Documents, the Security Supporting Documents, the Guarantees, the Guarantor Security Agreements and the Guarantor Security Supporting Documents executed and delivered by it in connection with any Prior SPA, and all of the covenants, agreements, obligations and liabilities provided for under such documents, remain in full force and effect, continue to constitute the legal, valid, binding and enforceable covenants, agreements, obligations and liabilities of Back Forty and the PSA Entities, and secures and shall secure all Guaranteed Obligations; and

(b)

ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and lien contained in, existing under or created by any of the Security Documents, the Security Supporting Documents, the Guarantees, the Guarantor Security Agreements and the Guarantor Security Supporting Documents executed and delivered by it in connection with any Prior SPA.

15.17Counterparts

This Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart

67 -


of a signature page to this Agreement by telecopy or electronic scan shall be effective as delivery of a manually executed counterpart of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

68 -


IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first written above.

OSISKO BERMUDA LIMITED

Per:

/s./ Michael Spencer

Name:

Michael Spencer

Title:

Managing Director

AQUILA RESOURCES INC.

Per:

/s./ Guy Le Bel

Name:

Guy Le Bel

Title:

Chief Executive Officer

Per:

/s./ Stephanie Malec

Name:

Stephanie Malec

Title:

Chief Financial Officer

BACK FORTY JOINT VENTURE LLC

Per:

/s./ Guy Le Bel

Name:

Guy Le Bel

Title:

Chief Executive Officer

Per:

/s./ Stephanie Malec

Name:

Stephanie Malec

Title:

Chief Financial Officer

[Signature Page to Amended and Restated Silver Purchase Agreement]


SCHEDULE A-1

DESCRIPTION OF BACK FORTY PROPERTY (WITH MAP)

[REDACTED – COMMERCIALLY SENSITIVE]

A-1-1


SCHEDULE A-2 ROYALTIES

[REDACTED – CEMMERCIALLY SENSITIVE]

A-2-1


SCHEDULE B

PAYABLE SILVER

[REDACTED – COMMERCIALLY SENSITIVE]

B-1


SCHEDULE C

PROJECT COSTS

[REDACTED – COMMERCIALLY SENSITIVE]

C-1


SCHEDULE D

DISPUTE RESOLUTION – CONFIDENTIALITY

The following confidentiality rules and procedures shall apply with respect to any matter to be arbitrated by the Parties under the terms of this Agreement.

Confidentiality

(a)

The arbitration, including any settlement discussions between the parties related to the subject matter of the arbitration shall be conducted on a private and confidential basis and any and all information exchanged and disclosed during the course of the arbitration shall be used only for the purposes of the arbitration and any appeal therefrom. Neither party shall communicate any information obtained or disclosed during the course of the arbitration to any third party except to those experts or consultants employed or retained by, or consulted about retention on behalf of, such party in connection with the arbitration and solely to the extent necessary for assisting in the arbitration, and only after such persons have agreed to be bound by these confidentiality conditions. In the event that disclosure of any information related to the arbitration is required to comply with Applicable Law or court order, the disclosing party shall promptly notify the other party of such disclosure, shall limit such disclosure limited to only that information so required to be disclosed and shall have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled.

(b)

The award of the Arbitrator and any reasons for the decision of the Arbitrator shall also be kept confidential except (i) as may reasonably be necessary to obtain enforcement thereof; (ii) for either party to comply with its disclosure obligations under Applicable Law; (iii) to permit the parties to exercise properly their rights under the Arbitration Rules; and (iv) to the extent that disclosure is required to allow the parties to consult with their professional advisors.

D-1


SCHEDULE E

USE OF DEPOSIT

[REDACTED – COMMERCIALLY SENSITIVE]

E-1


SCHEDULE F

AQUILA AND BACK FORTY REPRESENTATIONS AND WARRANTIES

(a)

Organization. Each of the PSA Entities has been duly incorporated or formed, as applicable, and is validly existing under the Applicable Laws of their existence. Each of Back Forty and the PSA Entities has the power and capacity to own and lease its property and to carry on its business as currently conducted. Each of Back Forty and the PSA Entities is duly qualified, licensed or registered to do business in each jurisdiction in which the nature of the Business or the property or assets owned or leased by it make such qualification necessary, and is not otherwise precluded from carrying on the Business or owning or leasing property or assets in such jurisdictions by any other commitment, agreement or document. No proceeding has been instituted or, to Aquila’s knowledge, threatened in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification. Each of Back Forty and the PSA Entities is up-to-date in all its corporate filings and is in good standing under Applicable Laws in all material respects.

(b)

Books and Records. The minute books and corporate records of each of Back Forty and the PSA Entities are true and correct in all material respects and contain all minutes of all meetings and all resolutions of the shareholders or directors (or any committee thereof) of Back Forty or such PSA Entity, as applicable, as at the date hereof (and true and correct copies thereof have been provided by Aquila).

(c)

Subsidiaries. Aquila is, directly or indirectly, the registered holder and/or beneficial owner of all of the outstanding equity and voting securities of the other PSA Entities. Aquila Resources USA Inc. and Aquila Michigan Inc., together, are the registered holders and beneficial owners of all of the outstanding member and other equity interests of Back Forty. None of Back Forty or any of the PSA Entities is engaged in any joint purchasing arrangement, joint venture, partnership or other joint enterprise with any person.

(d)

Authorization. Back Forty and each relevant PSA Entity has the requisite power and authority to enter into each of the Transaction Documents to which it is or will become a party, and to perform its obligations thereunder. Each of the Transaction Documents to which Back Forty or a PSA Entity is or will become a party has been duly authorized, executed and delivered by Back Forty or such PSA Entity, as applicable, and each Transaction Document to which Back Forty or a PSA Entity is or will become a party is or will be a valid and binding agreement of Back Forty or such PSA Entity, as applicable, enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction.

F-1


(e)

No Violation. The execution and delivery by Back Forty and each relevant PSA Entity of each Transaction Document to which it is a party, and the performance by it of its obligations hereunder or thereunder does not and will not result in either:

(i)

the breach or violation of any of the provisions of, or constitute a default under or conflict with or cause the acceleration of any obligation of Back Forty or any PSA Entity under, or give any person a right to terminate, cancel or modify: (A) any Contract to which Back Forty or any PSA Entity is bound, or by which any of its property or assets (including the Mineral Rights) are bound; (B) any provision of the constating documents or any resolution of the shareholders, partners or directors (or any committee thereof) of Back Forty or any PSA Entity; (C) any Applicable Laws; or (D) any Permit; or

(ii)

other than as contemplated by the Transaction Documents, the creation or imposition of any Encumbrance on any property or assets (including the Mineral Rights) of Back Forty or a PSA Entity; or

(iii)

[REDACTED - COMMERCIALLY SESNITIVE].

(f)

No Restriction. None of Back Forty or any of the PSA Entities is subject to, or a party to, any restriction under its constating documents, any Applicable Law, any Contract, any Encumbrance or any other restrictions of any kind or character which would prevent compliance by Back Forty or a PSA Entity with the terms, conditions and provisions of the Transaction Documents or the continued operations of the Business as currently conducted or as contemplated to be conducted as disclosed in the Back Forty PEA Technical Report and contemplated by the Transaction Documents.

(g)

Consents and Approvals. There is no requirement under the Securities Laws for Back Forty or any of the PSA Entities to make any filing, give any notice, obtain any Permit or take any proceeding as a condition to the lawful consummation of the transactions contemplated by the Transaction Documents, and there are no filings required to be made prior to or following the date hereof under the rules of the TSX and Ontario Securities Commission. Except pursuant to the Gold Purchase Agreement and the Security Documents (as therein defined) or as otherwise disclosed in Schedule F-(g), there is no requirement under any Contract of Back Forty or any of the PSA Entities to give any notice to, or to obtain the consent or approval of, any party to such Contract in respect of the Transaction Documents or the transactions contemplated hereunder and thereunder.

(h)

Regulatory Matters.

(i)

As of the date of this Agreement, (A) Aquila is a “reporting issuer” (or the equivalent) only in the Provinces of British Columbia, Alberta, Saskatchewan, Nova Scotia and Ontario and is not included in a list of defaulting reporting issuers maintained by the Securities Regulators, and

F-2


(B) Aquila has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer, and has not received any notification from a Securities Regulator seeking to revoke Aquila’s reporting issuer status. All filings and fees required to be made and paid by Aquila pursuant to Securities Laws and general corporate law have been made and paid.

(ii)

As of their respective filing dates, each of the Public Disclosure Documents complied with the requirements of applicable Securities Laws in all material respects and none of the Public Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. There is no material change relating to Aquila which has occurred and with respect to which the requisite material change report has not been filed with the Securities Regulators. Aquila has not filed any confidential material change report or other confidential report with any Securities Regulator or other Governmental Authority which at the date hereof remains confidential. All material agreements required to be filed with the Securities Regulators by Aquila pursuant to Securities Laws have been filed.

(iii)

The Back Forty PEA Technical Report and the Public Disclosure Documents comply in all material respects with the provisions of NI 43-101. The estimates in the Back Forty PEA Technical Report and the Public Disclosure Documents of Aquila’s mineral resources and mineral reserves have been prepared and disclosed in accordance with NI 43-101 and the information prepared by Aquila upon which such estimates were based was, at the time of delivery thereof, complete and accurate and, except as otherwise noted in the Public Disclosure Documents or otherwise disclosed in writing by Aquila to the Purchaser, there have been no material changes to such information since the date of delivery or preparation thereof.

(iv)

As of the date of this Agreement, Aquila is currently in compliance in all material respects with the rules and regulations of the TSX.

(i)

Permits.

(i)

Each Permit held by Back Forty as of the date hereof is validly subsisting and in good standing and Back Forty is not in default or breach of any such Permit in any material respect and, except as described on Schedule F-(r), no proceeding is pending or, to the knowledge of Aquila or Back Forty, threatened to revoke or limit any such Permit and, to the knowledge of Aquila or Back Forty, there are no facts or circumstances that may be likely to result in such a revocation or limitation. To the knowledge of Aquila or Back Forty, there are no grounds, facts or circumstances that could reasonably be expected to prevent the renewal of any Permit currently held by or granted to Back Forty. As of the date of this Agreement, Aquila has made available in the Data Room or otherwise provided to the Purchaser a

F-3


true and complete copy of each Permit held by or granted to Back Forty and all amendments thereto.

(ii)

Other than the Permits set out in Schedule F-(i), there are no Permits necessary to carry on the Back Forty Project as presently conducted, including as contemplated by Aquila or Back Forty and disclosed in the Public Disclosure Documents and contemplated in the Transaction Documents, or as currently contemplated to be conducted as set out in the Back Forty PEA Technical Report.

(j)

Back Forty Property and Back Forty Project.

(i)

Back Forty:

(A)

has valid and subsisting leasehold title to all leases of real property and mineral concessions included within the Back Forty Property subject to Permitted Encumbrances;

(B)

has valid possessory and record title to all mining concessions included within the Back Forty Property, except for Permitted Encumbrances and such concessions that are leased to Back Forty and are covered under part (A) of this paragraph;

(C)

has good and marketable title to such other real property interests included within the Back Forty Property and not otherwise included under parts (A) and (B) of this paragraph, subject to Permitted Encumbrances; and

(D)

has good and valid title to or hold a valid leasehold interest in such properties and assets, which are not real property interests, and are included within the Back Forty Property, subject to Permitted Encumbrances.

(ii)

There are no Encumbrances upon or with respect to any of the properties and assets included in the Back Forty Property, except for Permitted Encumbrances.

(iii)

Other than the Back Forty Property, Back Forty does not hold any freehold, leasehold or other real property interests or rights (including licences from landholders permitting the use of land, leases, rights of way, occupancy rights, surface rights and easements).

(iv)

No person other than Back Forty has any rights to participate in or operate the Back Forty Property or the Back Forty Project.

(v)

Other than as disclosed in Schedule F-(i), the Back Forty Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development, construction and mining operations of the Back Forty Project, as currently operated and as contemplated to be

F-4


developed and operated, substantially in accordance with the Back Forty PEA Technical Report.

(vi)

[REDACTED - COMMERCIALLY SENSITIVE].

(vii)

Other than pursuant to the [REDACTED - COMMERCIALLY SENSITIVE] Agreement, the Subscription Agreement, the Gold Purchaser Subscription Agreement, the Gold Purchase Agreement and the Royalties, none of the Back Forty Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty.

(viii)

Other than pursuant to this Agreement, the Royalties, Applicable Laws or the Gold Purchase Agreement, there are no restrictions on the ability of Back Forty or any PSA Entity to exploit the Back Forty Property.

(k)

Title to Personal and Other Property. The location of all of the material personal property that Back Forty and the PSA Entities own, lease or use in connection with the Back Forty Project are set out in Schedule A. Back Forty and the PSA Entities have good and valid title to, or valid rights to lease or otherwise use all such personal property free and clear of all Encumbrances other than Permitted Encumbrances. All of the material personal property and assets that Back Forty and the PSA Entities own, lease or use in connection with the Back Forty Project are in good operating condition, having regard to the use and age thereof, except only for reasonable wear and tear.

(l)

Expropriation. No property or asset (including the Mineral Rights) of Back Forty or any of the PSA Entities has been taken or expropriated by any Governmental Authority or person nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of Aquila, is there any intent or proposal to give any such notice or commence any such proceeding.

(m)

No Options, Etc. Other than pursuant to the [REDACTED - COMMERCIALLY SENSITIVE] Agreement, the Gold Purchase Agreement, the Royalties and this Agreement or as permitted by this Agreement, no person has any Contract or any right or privilege capable of becoming a Contract to acquire (whether or not subject to conditions) from Back Forty or any of the PSA Entities any of its material property (or any interest therein) or assets relating to the Back Forty Project (including the Mineral Rights) or any interest therein, including the Back Forty Property.

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(n)

Compliance with Laws.

(i)

None of Back Forty or any of the PSA Entities has been or is in breach or violation of: (A) any of the terms, conditions or provisions of its constating documents or resolutions of its shareholders or directors (or any committee thereof) in any material respect; (B) any outstanding Permit; or (C) any Applicable Laws relating to, or any Order of any Governmental Authority having jurisdiction over, Back Forty any PSA Entity or their respective property or assets relating to the Back Forty Project (including the Mineral Rights) in any material respect.

(ii)

To the knowledge of Aquila, there is no Applicable Law, or proposed Applicable Law, which will have or could reasonably be expected to have a Material Adverse Effect.

(iii)

All mining operations and all exploration activities in respect of the Mineral Rights have been conducted in accordance with good mining and engineering practices and all workers’ compensation and health and safety regulations applicable to Back Forty or any of the PSA Entities have been complied with in all material respects.

(o)

Material Contracts. All Material Contracts, and any agreement which exists in draft or unsigned form or in respect of which a term sheet, letter of intent, memorandum of understanding or other similar document exists which would, upon execution of the definitive agreement, constitute a Material Contract are set out in Schedule F- (o), and true and complete copies thereof have been made available to the Purchaser in the Data Room or otherwise provided to the Purchaser. None of Back Forty, any of the PSA Entities or, to Aquila’s knowledge, any other person, is in default in any material respect in the observance or performance of any term, covenant or obligation to be performed by Back Forty, the PSA Entities or such other person under any Material Contract to which Back Forty or a PSA Entity is a party or by which it is otherwise bound and each such Material Contract is in good standing, constitutes a valid and binding agreement of Back Forty and any of the PSA Entities party thereto and, to Aquila’s knowledge, each of the other parties thereto, is in full force and effect and is enforceable against each of Back Forty and any of the PSA Entities party thereto and, to Aquila’s knowledge, each of the other parties thereto, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction, and no event has occurred which, with notice or lapse of time or both, would constitute such a default by Back Forty, any of the PSA Entities or, to Aquila’s knowledge, any other person. Aquila has no knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any such Material Contract and none of Back Forty or any of the PSA Entities has received notice of any intention to terminate any such Material Contract or repudiate or disclaim any transaction contemplated thereby. Other than the Transaction Documents and the transactions contemplated hereunder and thereunder, none of Back Forty or any of the PSA Entities has any agreements of

F-6


any nature whatsoever to acquire, merge or enter into any business combination or joint venture agreement with any other entity, or to acquire any other business operations or to enter into any off-take arrangement.

(p)

Debt Instruments. Except as disclosed on Schedule F-(p) in respect of the Transaction Documents and as disclosed in the Public Disclosure Documents or otherwise disclosed in writing by Aquila to the Purchaser, none of Back Forty or any of the PSA Entities is party to or bound by or subject to: (i) any bond, debenture, promissory note, credit facility or other Contract evidencing Indebtedness or potential Indebtedness; or (ii) any Contract, whether written or oral, to create, assume or issue any of the foregoing.

(q)

No Liabilities. Except in respect of the Transaction Documents and as disclosed in the Public Disclosure Documents or otherwise disclosed in writing by Aquila to the Purchaser, none of Back Forty nor any of the PSA Entities has any material liabilities, direct or indirect, contingent or otherwise. Without limiting the generality of the foregoing, none of Back Forty or any of the PSA Entities has any material obligation except in respect of the Transaction Documents, as disclosed in the Public Disclosure Documents or those arising in the ordinary course of business.

(r)

Litigation. There are no Orders which remain unsatisfied against Back Forty or any of the PSA Entities or consent decrees or injunctions to which Back Forty or any of the PSA Entities is subject. Except as disclosed in Schedule F-(r), there are no investigations, actions, suits or proceedings at Law or in equity or by or before any Governmental Authority now pending or affecting or, to the knowledge of Aquila, threatened against Back Forty or any of the PSA Entities (or their respective properties or assets) or otherwise impacting the ability of Back Forty and the PSA Entities to access, mine, process and exploit the tailings on the Back Forty Property and, to the knowledge of Aquila, there is no ground on which any such action, suit or proceeding would reasonably be expected to be commenced.

(s)

Financial Matters. The Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis throughout and complied, as of their date of filing, with the applicable published rules and regulations of the TSX and Securities Laws, and, the Financial Statements, together with the applicable certifications filed by Aquila in connection with the Financial Statements in accordance with NI 52-109, present fairly, in all material respects, the financial condition of Aquila and its subsidiaries, on a consolidated basis, for the period then ended. Aquila does not intend to correct or restate, nor, to the knowledge of Aquila, is there any basis for any correction or restatement of, any aspect of the Financial Statements.

(t)

Off-Balance Sheet Financing. There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Back Forty or any of the PSA Entities with unconsolidated entities or other persons.

F-7


(u)

Independence of Auditors. PricewaterhouseCoopers LLP (or any successor to PricewaterhouseCoopers LLP appointed in accordance with Securities Laws) is the auditor of Aquila and is “independent” as required under Securities Laws. Since November 8, 2017, there has not been a “reportable event” (within the meaning of NI 51-102) with the present or any former auditor of Aquila.

(v)

Related Party Transactions. Since June 17, 2020, none of Back Forty or any PSA Entity has: (i) made any payment or loan to, or borrowed any moneys from or otherwise been indebted to, any Related Party of Aquila; (ii) been a party to any Contract with any Related Party of Aquila, other than (A) as disclosed in the Financial Statements; (B) the operating agreement between Aquila Michigan Inc. and Aquila Resources USA, Inc. and (C) employment, independent contractor or indemnification agreements entered into with employees, officers or directors of Back Forty or the PSA Entities in respect of services provided to Back Forty or the PSA Entities in their respective capacities as officers and directors; and (iii) to the knowledge of Aquila, no officer or director of Back Forty or the PSA Entities and no entity which is an Affiliate or Associate of one or more of such individuals:

(i)

owns, directly or indirectly, any interest in (except for shares representing less than 10% of the outstanding shares of any class or series of any publicly traded company), or is an officer, director or employee of or consultant to, any person which is, or is engaged in business as, a competitor of the Business, Back Forty or any PSA Entity or a lessor, lessee, supplier, distributor, agent or customer of the Business, Back Forty or any PSA Entity;

(ii)

owns, directly or indirectly, in whole or in part, any property that Back Forty or any PSA Entity uses or intends to use in the operation of the Business; or

(iii)

has any cause of action or other Claim whatsoever against, or owes any amount to, Back Forty or any PSA Entity, except for any liabilities reflected in the Financial Statements and claims in the ordinary course of business for accrued expense reimbursement, accrued vacation pay and accrued benefits.

(w)

Solvency. None of Back Forty or any of the PSA Entities is insolvent within the meaning of Applicable Laws.

(x)

Absence of Change. Except as disclosed in the Public Disclosure Documents or otherwise disclosed in writing by Aquila to the Purchaser, there has been no event, change or effect that individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect.

(y)

Taxes.

(i)

All material Taxes due and payable by Back Forty and the PSA Entities (whether or not shown due on any Tax Returns and whether or not assessed (or reassessed) by the appropriate Governmental Authority) have been

F-8


timely paid. All assessments and reassessments received by Aquila and Back Forty in respect of Taxes have been paid.

(ii)

All Tax Returns required by Applicable Law to be filed by or with respect to Back Forty or any of the PSA Entities have been properly prepared and timely filed and all such Tax Returns (including information provided therewith or with respect thereto) are true, complete and correct in all material respects, and no material fact or facts have been omitted therefrom which would make any such Tax Returns misleading.

(iii)

Adequate provision has been made by Aquila in the Financial Statements for all Taxes for any period for which Tax Returns are not yet required to be filed, or for which Taxes are not yet due or payable, up to the date of the Financial Statements.

(iv)

Since the date of the Financial Statements, none of Back Forty or any of the PSA Entities has incurred any liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any liability, whether actual or contingent, for Taxes, other than in the ordinary course of business.

(v)

No audit or other proceeding by any Governmental Authority is pending or, to the knowledge of Aquila, threatened with respect to any Taxes due from or with respect to Back Forty or any of the PSA Entities, and no Governmental Authority has given written notice of any intention to assert any deficiency or claim for additional Taxes against Back Forty or any of the PSA Entities. There are no matters under discussion, audit or appeal or in dispute with any Governmental Authority relating to Taxes.

(vi)

No Governmental Authority of a jurisdiction in which Back Forty or any of the PSA Entities do not file Tax Returns has made any written claim that Aquila or Back Forty is (or any of the PSA Entities are) or may be subject to taxation by such jurisdiction. To the knowledge of Aquila, there is no basis for a claim that Back Forty is (or any of the PSA Entities are) subject to Tax in a jurisdiction in which it, Back Forty or any of the PSA Entities do not file Tax Returns.

(vii)

There are no reassessments of Taxes for Back Forty or any of the PSA Entities that have been issued and are under dispute, and none of Back Forty nor any of the PSA Entities has received any communication from any Governmental Authority that an assessment or reassessment is proposed in respect of any Taxes.

(viii)

There are no outstanding agreements, waivers, objections or arrangements extending the statutory period of limitations applicable to any claim for Taxes due from or with respect to Back Forty or any of the PSA Entities for any taxable period, nor has any such agreement, waiver, objection or arrangement been requested. None of Back Forty or any of the PSA Entities

F-9


are bound by any tax sharing, allocation or indemnification or similar agreement.

(ix)

Back Forty and each of the PSA Entities has withheld or collected any Taxes that are required by Applicable Law to be withheld or collected and has paid or remitted, on a timely basis, the full amount of any Taxes that have been withheld or collected, and are due, to the applicable Governmental Authority.

(z)

Foreign Corrupt Practices. None of Back Forty or any of the PSA Entities, nor, to the knowledge of Aquila, any director, officer, agent, employee or other person acting on behalf of Back Forty or any of the PSA Entities has, in the course of his, her or its actions: (i) used, or authorized the use of, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made, or authorized the making of, any direct or indirect unlawful payments to any Canadian or foreign government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 or any similar act under any Laws that Back Forty or the PSA Entities is subject to; or (iv) made, or authorized the making of, any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

(aa)

Labour and Employee Matters. None of Back Forty or any of the PSA Entities is a party to any collective bargaining agreement or subject to any application for certification or threatened or apparent union-organizing campaign and there are no current, pending or threatened strikes, lockouts or other labour disputes or disruptions involving Back Forty or any of the PSA Entities. Each of Back Forty and the PSA Entities is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages and have not and are not engaged in any unfair labour practice.

(bb)

Environmental.

(i)

Back Forty, the PSA Entities, the Business, the Mineral Rights and the Back Forty Property and all operations thereon have been and are in compliance with Environmental Laws in all material respects.

(ii)

The Permits set out in Schedule F-(i) include all material Permits required under Environmental Laws to carry on the Business including to explore, develop, exploit, operate, close, reclaim and rehabilitate the Mineral Rights or the Back Forty Property in the manner contemplated by the Back Forty PEA Technical Report.

(iii)

Back Forty and the PSA Entities have not used or permitted to be used, except in compliance with all Environmental Laws, any of the Back Forty Property to release, dispose, recycle, generate, manufacture, process, distribute, use, treat, store, transport or handle any Hazardous Substance.

F-10


(iv)

To the knowledge of Aquila, there is no presence of any Hazardous Substance on, in or under any of the Mineral Rights or the Back Forty Property or any formerly owned, leased, managed or otherwise controlled real property interests or rights. No Hazardous Substances are expected to be generated from the Back Forty Property (including as a result of the conduct of operations of the Back Forty Project) other than those described in the Back Forty PEA Technical Report.

(v)

None of Back Forty, the PSA Entities, the Business, the Mineral Rights, the Back Forty Property nor any of Back Forty’s or the PSA Entities’ other property or assets is subject to any current, or, to the knowledge of Aquila, any pending or threatened:

(A)

Claim, notice, complaint, allegation, investigation, application, Order, requirement or directive that relates to environmental, natural resources, Hazardous Substances, human health or safety matters, and which could reasonably be expected to require or result in any work, repairs, rehabilitation, reclamation, remediation, construction, obligations, liabilities or expenditures (and, to the knowledge of Aquila, there is no basis for such a Claim, notice, complaint, allegation, investigation, application, Order, requirement or directive); or

(B)

allegation, demand, direction, Order, notice or prosecution with respect to any Environmental Law applicable thereto including any Laws respecting the use, storage, treatment, transportation, rehabilitation, reclamation, remediation or disposition of any Hazardous Substance (including without limitation tailings, waste rock, sediment from erosion, wastewater and surface water run-off) from the Business, the Mineral Rights, the Back Forty Property or any of Back Forty’s or the PSA Entities’ other property or assets and none of Back Forty or the PSA Entities have settled any allegation of non-compliance with Environmental Laws prior to prosecution.

(vi)

Aquila has made available in the Data Room or otherwise provided to the Purchaser a true and complete copy of each environmental audit, assessment, study or test of which it is aware as of the date of this Agreement and since the date of the Original SPA relating to the Business, the Mineral Rights, the Back Forty Property or any of Back Forty’s or the PSA Entities’ other property or assets, including any environmental and social impact assessment study reports.

(vii)

There are no pending or, to the knowledge of Aquila, proposed changes to Environmental Laws, or any Permits required by Environmental Laws to carry on the Business, that would render illegal or materially restrict the operations of Back Forty, the PSA Entities or the Business, or that could otherwise reasonably be expected to result in a Material Adverse Effect.

F-11


(cc)

Aboriginal Matters. Except as disclosed in Schedule F(cc), there are no aboriginal persons or groups, or persons acting on behalf of any aboriginal person or group, from which Back Forty or any of the PSA Entities has received any notice of, or to the knowledge of Aquila, has made any Claim or assertion, written or oral, whether proven or unproven, in respect of aboriginal rights, aboriginal title, treaty rights or any other aboriginal interest in or in relation to all or any portion of the Business, the Mineral Rights or the Back Forty Property. Aquila has made available in the Data Room or otherwise provided to the Purchaser a memorandum summarizing all material correspondence, notices and other documents of which Aquila is aware as of the date of this Agreement, from or involving any aboriginal person or group or any person acting on behalf of any aboriginal person or group relating to the Business, the Mineral Rights or the Back Forty Property including any such correspondence, notices or other documents regarding the development of any impact benefit agreements or other similar arrangements that have been proposed to any aboriginal person or group potentially affected by the Business. Aquila’s aboriginal consultation to the date of this Agreement regarding the proposed exploration, development, construction, operation, closure and rehabilitation of the Back Forty Project has been appropriate and consistent in scope with similar projects of that nature in the State of Michigan, United States.

(dd)

Insurance. The property and assets of Back Forty and the PSA Entities and their respective businesses and operations are insured in amounts and against loss or damage, including property damage and public liability, with financially sound and reputable insurance companies on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses in the relevant jurisdictions, and such coverage is in full force and effect, and none of Back Forty or any of the PSA Entities has breached the terms of any policies in respect thereof nor failed to promptly give any notice or present any material claim thereunder. There are no material claims by Back Forty or any of the PSA Entities under any such policy as to which any insurance company is denying liability or defending under a reservation of rights clause. To the knowledge of Aquila, each of Back Forty and the PSA Entities will be able: (i) to renew existing insurance coverage as and when such policies expire; or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct the Business and at a comparable cost.

(ee)

Intellectual Property. Back Forty and the PSA Entities own or possess the right to use all material Intellectual Property and Aquila is not aware of any Claim to the contrary or any challenge by any other person to the rights of Back Forty or the PSA Entities with respect to the foregoing. To Aquila’s knowledge, the Business as now conducted does not, and as currently proposed to be conducted, will not, infringe or conflict with, in any material respect, patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses or other intellectual property or franchise right of any person. No Claim has been made against Aquila alleging the infringement by Back Forty or the PSA Entities of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person.

F-12


(ff)

No Misrepresentation. All information which has been prepared by or on behalf of Aquila relating to Back Forty, the PSA Entities, the Business and their respective properties and assets (including the Mineral Rights) and publicly disclosed or made available in the Data Room including all financial, marketing, sales and operational information provided to the Purchaser and all Public Disclosure Documents is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading as of the date of such information or documents. All forecasts and budgets which have been prepared by or on behalf of Aquila relating to Back Forty, the PSA Entities, the Business and their respective properties and assets (including Mineral Rights) and available in the Data Room have been prepared in good faith and disclose all material assumptions.

F-13


SCHEDULE F-(g)

[REDACTED - COMMERCIALLY SENSITIVE]

F-14


SCHEDULE F-(i)

[REDACTED - COMMERCIALLY SENSITIVE]

F-15


SCHEDULE F-(o)

[REDACTED - COMMERCIALLY SENSITIVE]

F-16


SCHEDULE F-(p)

[REDACTED - COMMERCIALLY SENSITIVE]

F-17


SCHEDULE F-(r)

[REDACTED - COMMERCIALLY SENSITIVE]

F-18


SCHEDULE F-(cc)

[REDACTED - COMMERCIALLY SENSITIVE]

F-19


SCHEDULE G

PURCHASER REPRESENTATIONS AND WARRANTIES

(a)

Organization. The Purchaser has been duly formed and is validly existing under the Laws of its formation.

(b)

Authorization. The Purchaser has the requisite power and authority to enter into each of the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder, as applicable. Each of the Transaction Documents to which the Purchaser is a party has been duly authorized, executed and delivered by the Purchaser and each Transaction Document to which the Purchaser is a party is or will be a valid and binding agreement of the Purchaser enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction.

(c)

No Violation. The execution and delivery by the Purchaser of each Transaction Document to which it is a party, and the performance by it of its obligations hereunder and thereunder, as applicable, does not and will not result in the breach or violation of any of the provisions of, or constitute a default under or conflict with any provision of the constitutional documents or any resolution of the shareholders or directors (or any committee thereof) of the Purchaser or any applicable Laws.

(d)

Money Laundering. The funds representing the Deposit which will be advanced by the Purchaser to Back Forty hereunder will not represent proceeds of crime for the purposes of PCMLA and the Purchaser acknowledges that Back Forty may in the future be required by law to disclose the Purchaser’s name and other information relating to Transaction Documents, on a confidential basis, pursuant to the PCMLA. To the Purchaser’s knowledge, none of the funds representing the Deposit to be provided by the Purchaser: (i) have been or will be derived from or related to any activity that is deemed criminal under the Laws of Canada, the United States or any other jurisdiction; or (ii) are being tendered on behalf of a person or entity who has not been identified to the Purchaser; and the Purchaser shall promptly notify Back Forty if it discovers that any of such representations ceases to be true, and will provide Seller with appropriate information in connection therewith.

G-1


SCHEDULE H

SECURITY DOCUMENTS

Personal Property

1.

Guarantees executed by:

(a)

Aquila in favour of the Purchaser;

(b)

Aquila Resources Corp. in favour of the Purchaser;

(c)

Aquila Resources USA Inc. in favour of the Purchaser;

(d)

Aquila Michigan Inc. in favour of the Purchaser; and

(e)

Back Forty in favour of the Purchaser.

2.

General Security Agreements executed by:

(a)

Aquila in favour of the Purchaser;

(b)

Aquila Resources Corp. in favour of the Purchaser;

(c)

Aquila Resources USA Inc. in favour of the Purchaser;

(d)

Aquila Michigan Inc. in favour of the Purchaser; and

(e)

Back Forty in favour of the Purchaser.

3.

Share Pledge Agreement in respect of shares in Aquila Michigan Inc. executed by Aquila in favour of the Purchaser.

4.

From and after the Effective Time:

(a)

Limited Recourse Guarantee executed by GORO Acquisitionco in favour of the Purchaser; and

(b)

Share Pledge Agreement in respect of shares in Aquila executed by GORO Acquisitionco in favour of the Purchaser.

5.

Verification Statements of Financing Statements filed pursuant to the Personal Property Security Act (Ontario) for:

(a)

Aquila;

(b)

Aquila Resources Corp.; and

(c)

GORO Acquisitionco.

H-1


6.

Original share certificates certifying that:

(a)

Aquila Resources Corp. is the owner of 100 fully paid and non-assessable shares of the capital stock of Aquila Resources USA Inc. dated March 30, 2015;

(b)

Aquila is the registered holder of 16,355,482 fully paid and non-assessable common shares of Aquila Resources Corp. dated March 30, 2015;

(c)

Aquila is the owner of 518 fully paid and non-assessable shares of the capital stock of Aquila Michigan Inc. dated January 2014;

(d)

Aquila Resources Corp. is the registered holder of 100 fully paid and Common shares of Aquila Gold Inc. dated March 30, 2015;

(e)

Aquila Resources Corp. is the registered holder of 100 fully paid and non- assessable Common shares of Aquila Alliance Inc. dated March 30, 2015;

(f)

Aquila Resources Corp. is the owner of 100 fully paid and non-assessable shares of the capital stock of Aquila Nickel Inc. dated June 15, 2016; and

(g)

GORO Acquisitionco is the owner of 343,725,066 fully paid and non-assessable shares in the capital stock of Aquila (or such other number of shares as may be issued and outstanding as of the Effective Date) dated as of the Effective Date (to be delivered in accordance with Section 9.2(i)).

7.

Power of Attorney to Transfer Shares executed by:

(a)

Aquila to transfer 16,355,482 common shares of Aquila Resources Corp.;

(b)

Aquila Resources Corp. to transfer 100 shares of capital stock of Aquila Resources USA Inc.;

(c)

Aquila to transfer 518 shares of capital stock of Aquila Michigan Inc.;

(d)

Aquila Resources Corp. to transfer 100 common shares of Aquila Gold Inc.;

(e)

Aquila Resources Corp. to transfer 100 common shares of Aquila Alliance Inc.;

(f)

Aquila Resources Corp. to transfer 100 common shares of Aquila Nickel Inc.; and

(g)

GORO Acquisitionco to transfer 343,725,066 common shares of Aquila (or such other number of common shares as may be issued and outstanding as of the Effective Date) (to be delivered in accordance with Section 9.2(i)).

H-2


8.

Assignments of Membership Interest executed by:

(a)

Aquila Resources USA Inc. to transfer and assign a membership interest equal to 49% of Back Forty; and

(b)

Aquila Michigan Inc. to transfer and assign a membership interest equal to 51% of Back Forty.

9.

Amended and Restated Intercompany Subordination Agreement executed by Back Forty, Aquila, Aquila Resources Corp., REBgold Corporation, Aquila Michigan Inc., Aquila Resources USA Inc., the Purchaser and the Gold Purchaser.

10.

Intercreditor Agreement.

Real Property Interests

11.

Mortgage executed by Back Forty in favour of the Purchaser.

12.

Collateral Assignments executed by Back Forty or Aquila Resources USA Inc., as applicable, for the following:

(a)

Metallic Mineral leases between Back Forty and the Department of Natural Resources, State of Michigan;

(b)

Land Agent Services and Trust Agreement between Back Forty and Dale Andersen dated April 20, 2010, as amended by an Assignment, Assumption and Amendment of Land Agent Services and Trust Agreement dated February 5, 2013;

(c)

Mineral Lease Agreement between Back Forty and Kathryn Sebranke, heir of Harvey Washburn, dated November 9, 2001, as partially released by a Partial Release dated December 30, 2003;

(d)

Mineral Lease Agreement between Back Forty and Richard Henes, heir of Harvey Washburn, dated October 31, 2002, as partially released by a Partial Release dated December 30, 2003; and

(e)

Lease between Aquila Resources USA Inc. and Carney-Nadeau Commercial, LLC dated June 30, 2008, as amended by an Assignment of Lease dated October 2013 whereby Aquila Resources USA Inc. assigned its interest as lessee under the Lease to Back Forty.

H-3


SCHEDULE I

ADDITIONAL PERMITTED ENCUMBRANCES

None.

I-1


SCHEDULE J

FORM OF GUARANTEE

As attached.

J-1


SCHEDULE 3.2

CONSENTS TO ASSIGNMENT

[REDACTED - COMMERCIALLY SENSITIVE]

3.2-1


Exhibit 21

Gold Resource Corporation and Subsidiaries

Graphic


Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Gold Resource Corporation:

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-235312) and Form S-8 (Nos. 333-214958 and 333-171779) of Gold Resource Corporation (the "Company") of our report dated March 10, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting for the fiscal years ended December 31, 2021 and 2020, which appear in this Annual Report on Form 10-K/A.

/s/ Plante & Moran, PLLC

Denver, Colorado

March 10, 2022


Exhibit 23.2

CONSENT OF QUALIFIED PERSON

I, Marcelo Zangrandi, in connection with the Annual Report on Form 10-K for the year ended December 31, 2021 and any amendments or supplements and/or exhibits thereto (collectively, the Form 10-K), consent to:

the filing and use of the Technical Report Summary for the Don David Gold Mine with an effective date of December 31, 2021, as an exhibit to the Form 10-K;
the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Form 10-K and the Technical Report Summary; and
the use of information derived, summarized, quoted, or referenced from the Technical Report Summary, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form 10-K.

I am the qualified person responsible for authoring the following sections of the Technical Report Summary:   1, 6, 7, 8, 9, 11, 21, 21, 22, 23, 24, 25.

I also consent to the incorporation by reference of the above items in the registration statements of Gold Resource Corporation filed on Form S-3 (No. 333-235312) and Form S-8 (Nos. 333-214958 and 333-171779).

Dated March 10, 2022

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Description automatically generated

/s/ AMBA Consultoria do Brasil Ltda.

Name:

Marcelo Zangrandi, AIG Member

Title:

B.Geologist


Exhibit 23.3

CONSENT OF QUALIFIED PERSON

I, Rodrigo Simidu, in connection with the Annual Report on Form 10-K for the year ended December 31, 2021 and any amendments or supplements and/or exhibits thereto (collectively, the Form 10-K), consent to:

the filing and use of the Technical Report Summary for the Don David Gold Mine with an effective date of December 31, 2021, as an exhibit to the Form 10-K;
the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Form 10-K and the Technical Report Summary; and
the use of information derived, summarized, quoted, or referenced from the Technical Report Summary, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form 10-K.

I am the qualified person responsible for authoring the following sections of the Technical Report Summary:   1, 2, 3, 4, 5, 12, 13, 15, 16, 17,18, 19, 20, 21, 22, 23, 24 and 25.

I also consent to the incorporation by reference of the above items in the registration statements of Gold Resource Corporation filed on Form S-3 (No. 333-235312) and Form S-8 (Nos. 333-214958 and 333-171779).

Dated March 10, 2022

/s/ Graphic

Name:

Rodrigo Simidu, P.Eng.

Title:

Principal Mining Engineer


Exhibit 23.4

CONSENT OF QUALIFIED PERSON

I, Daniel J. Lachapelle, P. Eng., in connection with the Annual Report on Form 10-K for the year ended December 31, 2021 and any amendments or supplements and/or exhibits thereto (collectively, the Form 10-K), consent to:

the filing and use of the Technical Report Summary for the Don David Gold Mine with an effective date of December 31, 2021, as an exhibit to the Form 10-K;
the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Form 10-K and the Technical Report Summary; and
the use of information derived, summarized, quoted, or referenced from the Technical Report Summary, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form 10-K.

I am the qualified person responsible for authoring the following sections of the Technical Report Summary:   

-Section 10 Mineral Processing and Metallurgical Testing
-Section 14 Recovery Method.

I also consent to the incorporation by reference of the above items in the registration statements of Gold Resource Corporation filed on Form S-3 (No. 333-235312) and Form S-8 (Nos. 333-214958 and 333-171779).

Dated March 10, 2022

A picture containing insect, harvestman

Description automatically generated

Name:

Daniel J. Lachapelle, P. Eng.

Title:

Senior Consultant


Exhibit 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Allen Palmiere, certify that:

1. I have reviewed this Form 10-K/A of Gold Resource Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: March 10, 2022

/s/ Allen Palmiere

Allen Palmiere

Chief Executive Officer, President and Director

(Principal Executive Officer)



Exhibit 31.2

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kimberly C. Perry, certify that:

1. I have reviewed this Form 10-K/A of Gold Resource Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: March 10, 2022

 /s/ Kimberly C. Perry

Kimberly C. Perry

Chief Financial Officer

(Principal Financial and Accounting Officer)



Exhibit 32

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Allen Palmiere, Chief Executive Officer, President and Director, and I, Kimberly C. Perry, Chief Financial Officer of Gold Resource Corporation (the “Company”) certify that:

1. The Report complies fully with the requirements of Section 13(e) or 15(d) of the Securities Exchange Act of 1934; and

2. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the period presented in this amended annual report.

 

 

Date: March 10, 2022

 

 /s/ Allen Palmiere

Allen Palmiere

Chief Executive Officer, President and Director

(Principal Executive Officer)

 

Date: March 10, 2022

 

 /s/ Kimberly C. Perry

Kimberly C. Perry

Chief Financial Officer

(Principal Financial and Accounting Officer)



Exhibit 96.1

Table of Contents

A picture containing icon

Description automatically generated

S-K 1300 Technical Report Summary on the

Don David Gold Mine Project, Oaxaca, Mexico

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Description automatically generated

Report prepared for:

Report Date:

GOLD RESOURCE CORPORATION

March 10, 2022

Report prepared by:

Effective Date:

Rodrigo Simidu, P. Eng.

December 31, 2021

Marcelo Zangrandi, B. Geo

Daniel J. Lachapelle, B.Eng, P.Eng


Table of Contents

Page No

1

Summary

1

1.1

Introduction

1

1.2

Qualified Persons (QPs)

1

1.3

Property Description, Location, and Ownership

2

1.4

History

3

1.5

Geology Setting, Mineralization, and Deposit

4

1.6

Exploration

4

1.7

Data Verification

5

1.8

Mineral Processing and Metallurgical Testing

5

1.9

Commodity Price Projections

6

1.10

Mineral Resources Estimates

6

1.11

Mineral Reserves Estimates

7

1.12

Mining Methods

8

1.13

Processing And Recovery Methods

9

1.14

Project Infrastructure

9

1.15

Market Studies and Contracts

9

1.16

Environmental Studies, Permitting and Plans, Negotiations, or Agreements with Local Individuals or Groups.

10

1.17

Capital and operating costs

10

1.18

Economic Analysis

10

1.19

Interpretations and Conclusions

11

1.20

Recommendations

11

2

Introduction

11

2.1

Report purpose

11

2.2

Qualified Persons

11

2.3

Effective date

11

2.4

Previous technical reports

11

2.5

Information sources and references

12

3

Property description and location

13

3.1

Mineral tenure

14

3.2

Surface rights

16

3.3

Royalties

16

3.4

Environmental aspects

17

3.5

Permits

17

3.6

Other Significant Factors and Risks

17

3.7

Comment on Section 3

17

4

Accessibility, Climate, Local Resources, Infrastructure and Physiography

17

4.1

Access

17

4.2

Climate

18

4.3

Topography, elevation and vegetation

18

4.4

Infrastructure

18

4.5

Sufficiency of surface rights

19

4.6

Comment on Section 4

19

5

History

19

5.1

Ownership history

19

5.2

Exploration history

20

5.3

Prior Mineral Resources and Mineral Reserves

20

5.4

Production history

20

6

Geological Setting and Mineralization and Deposit

21

6.1

Regional Geology

21

6.2

Local Geology

25


Table of Contents

Page No

6.3

Property Geology

25

6.4

Description of Mineralized Zones

32

6.5

Mineral Deposit Types

38

6.6

Comment on Section 6

39

7

Exploration

39

7.1

Introduction

39

7.2

Non-Drilling Exploration Methods

40

7.3

Exploration Activities 2021

46

7.4

Exploration Drilling

46

7.5

Other Exploration Activities

68

7.6

Exploration Potential

68

7.7

Comment on Section 7

68

8

Sample Preparation, Analyses, and Security

68

8.1

Exploration and Drill Hole Samples

68

8.2

Chip Channel Sampling

69

8.3

Mill Sampling

70

8.4

Sample security and chain of custody

72

8.5

Quality control measures

73

8.6

Comment on Section 8

75

9

Data Verification

75

9.1

Internal verification

75

9.2

QP Verification

75

9.3

Comment on Section 9

76

10

Mineral Processing and Metallurgical Testing

76

10.1

Metallurgical tests hole rock analysis

76

10.2

Bond Ball Mill Work Index

77

10.3

Flotation

78

10.4

Thickening and Filtering

78

10.5

Thicken Tailings

79

10.6

Deleterious Elements – Copper Concentrate

86

10.7

Deleterious Elements – Lead Concentrate

86

10.8

Deleterious Elements – Zinc Concentrate

87

10.9

Opinion of Qualified Person

87

11

Mineral Resource Estimates

87

11.1.

Summary

87

11.2

Disclosure

88

11.3

Resource estimation

89

11.4

Resource classification

120

11.5

Resource Reporting

125

11.6

Comment on Section 11

134

12

Mineral Reserve Estimates

135

12.1

Introduction

135

12.2

Mineral Reserve Confidence

135

12.3

Reserve Estimation Methodology

135

12.4

Mine Design Criteria

135

12.5

Dilution

137

12.6

Mining Recovery

139

12.7

Cutoff Grade

139

12.8

Mineral Reserves

143

12.9

Reserves Comparison

144

12.10

Production Reconciliation

145

12.11

Opinion of the Qualified Person

145


Table of Contents

Page No

13

Mining Methods

146

13.1

Hydrogeology

146

13.2

Mine geotechnical

146

13.3

Surface Mining

147

13.4

Underground Mining

148

13.5

Mine Production Schedule

154

13.6

Equipment, Manpower and Services

155

14

Recovery Methods

162

14.1

DDGM Processing Facility

162

14.2

Crushing and Milling

166

14.3

Differential Flotation

166

14.4

Tailings and Water Management

169

14.5

Laboratory Facilities

171

15

Project Infrastructure

181

15.1

Roads

181

15.2

Tailing disposal facilities

181

15.3

Mine Waste Stockpiles

182

15.4

Ore Stockpiles

182

15.5

Concentrate Transportation

182

15.6

Power Generation

183

15.7

Water

183

15.8

Offices and Buildings

184

15.9

Core Storage Facility

185

15.10

Communications systems

186

15.11

Opinion of Qualified Person

186

16

Market Studies and Contracts

186

16.1

Market studies

186

16.2

Contracts

187

16.3

Concentrate Sales

187

16.4

Commodity price projections

187

16.5

Comment on Section 16

188

17

Environmental Studies, Permitting, and Plans, Negotiations or Agreements with Local Individuals or Groups

188

17.1

Environmental compliance and considerations

188

17.2

Solid Waste Disposal

192

17.3

Water and Air Sampling

192

17.4

Mine Closure Plan

192

17.5

Ejido Lands and Surface Rights Acquisitions

195

17.6

Social or community impact

196

17.7

Community Actions For Social Welfare And Development 2021

197

17.8

Opinion of Qualified Person

198

18

Capital and Operating Costs

198

18.1

Life-Of-Mine Capital Costs

198

18.2

Life-Of-Mine Operating Costs

199

19

Economic Analysis

200

19.1

Economic analysis

200

19.2

Taxes

201

20

Adjacent Properties

202

20.1

GRC Properties

202

20.2

Third-Party Properties

202

21

Other Relevant Data and Information

202


Table of Contents

Page No

22

Interpretation and Conclusions

202

22.1

Property description, location and ownership

202

22.2

Geology and mineralization

203

22.3

Exploration, drilling and sampling

203

22.4

Data verification

205

22.5

Mineral processing and metallurgical testing

206

22.6

Mineral Resources

206

22.7

Mineral Reserves

207

22.8

Mining methods

207

22.9

Recovery methods

208

22.10

Project infrastructure

208

22.11

Market studies and contracts

209

22.12

Environmental studies, permitting, social and community impact

209

22.13

Capital and operating costs

210

22.14

Economic analysis

210

22.15

Risks and Opportunities

210

23

Recommendations

211

23.1

Mineral Processing

211

23.2

Recovery Methods

211

23.3

Mining Methods

211

23.4

Exploration

211

23.5

Mine closure Plan

213

23.6

Risks and opportunities

213

24

References

213

25

RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT

216


1EXECUTIVE SUMMARY

1.1Introduction

GOLD RESOURCE CORPORATION (NYSE American: GORO) is a registrant with the United States Securities and Exchange Commission (“SEC”). GORO must report its exploration results, Mineral Resources, and Mineral Reserves using the mining disclosure standards of Subpart 229.1300 of Regulation S-K Disclosure by Registrants Engaged in Mining Operations (“S-K 1300”).

This report is a Technical Report Summary (“Technical Report”) in accordance with the SEC S-K 1300 for Don David Gold Mexico S.A. de C.V. (“DDGM” or “Don David Gold Mine” or the “Project”), a wholly-owned subsidiary of Gold Resource Corporation (“GRC”). DDGM is an underground gold, silver, and base-metal production stage property with exploration prospects in Oaxaca, Mexico. This report supports the historical, scientific, and technical information concerning the Project effective as of December 31, 2021. This report does not purport to reflect new information regarding the Project arising after such date

DDGM implemented new criteria and methodologies with the adoption of S-K 1300 standards for the December 31, 2021 Technical Report. The new methodology focused on geological interpretations, improved grade estimation, better variable anisotropy, channel sampling, and improved ore control models. This approach creates greater confidence in the reliability of the Mineral Resources and Mineral Reserves.

1.2Qualified Persons (QPs)

The Qualified Persons (“QPs”) preparing this report are mining industry professionals and specialists trained in diverse technical backgrounds, including but not limited to geology, exploration, environmental, cost estimation, and mineral economics. A QP defined under SEC S-K 1300 instructions is a mineral industry professional with at least five years of relevant work experience in the type of mineralization and deposit like DDGM and an eligible member or licensee in good standing of a recognized professional organization.

1


Table of Contents

By their education, experience, and professional association, the following individuals are considered QPs for this report and are members in good standing of relevant professional institutions/organizations. As noted below, one of the QPs is an employee of GRC, and therefore, such individual is not independent of DDGM.

Table 1.1 Summary of QP Qualifications

QP NAME & BIOGRAPHY

SITE VISIT

RESPONSIBLE SECTIONS

Rodrigo Simidu, P. Eng. (GRC employee)

Mr. Rodrigo Simidu graduated with a degree in Mining Engineering from University of Sao Paulo, Brazil, in 2008. He is a Professional Engineer (P. Eng.) registered with Engineers & Geoscientists British Columbia (EGBC). Mr. Simidu has over 13 years of practical experience as a mining engineer in several mining methods for hard rock mines, with a strong background in mine planning. He is currently the principal mining Engineer for GRC, and his relevant experience includes operational, planning, corporate technical support, and consulting to operations in Canada, USA, Mexico, Australia, South Africa, and Ghana. Prior to joining GRC, Mr. Simidu was a Manager, Mine Planning at Worley, a global engineering company.

Multiple times in 2021; most recently on February 7, 2022.

1, 2, 3, 4, 5, 12, 13, 15, 16, 17, 18,19, 20, 21, 22, 23, 24, 25

Marcelo Zangrandi, B. Geo (AMBA Employee)

Mr. Marcelo Zangrandi holds a Bachelor´s degree in Geology from Universidad Nacional de San Juan (1998) and a graduate’s degree in Geostatistical Evaluation of Ore Deposits from Universidad e Chile (2012). He is a Professional Geologist (B.Geologist) registered with the Australian Institute of Geoscientists (AIG). Mr. Zangrandi has over 23 years of practical experience in the mining industry and related research (geostatistics), mostly in exploration projects, open pit and underground mines, with gold, silver and copper, among other commodities. He is senior geologist of AMBA Consultoria e Serviços Ltda. (“AMBA”), a Brazilian consulting company. He has held various roles in geological exploration and mine operations, from the greenfield exploration to the resource estimation, mainly at Snowden Consulting (Brazil) and Barrick Gold (Argentina, Chile and Dominican Republic).

2 visits July 2021 for 10 days, and November 30, 2021 for ten (10) days

1, 6, 7, 8, 9, 11, 21, 21, 22, 23, 24, 25

Daniel J. Lachapelle, B.Eng, P.Eng. (Independent Consultant)

Mr. Daniel Lachapelle has a Metallurgical Engineering Degree from the Laurentian University, and is a Registered Professional Engineer (B.Eng., P.Eng.) and a member in good standing with the Ontario Association of Professional Engineers. He has worked extensively in mining and mineral processing as a front-line supervisor, technical specialist, department manager, and general manager. Mr. Lachanelle has over 20 years of operational experience leading and facilitating teams to design and deploy high functioning management systems. Daniel is an independent consultant.

2 visits, July 10 and, November 30, 2021, for eight (8) days.

1, 10, 14, 21, 22, 23, 24, 25

Technical data and information used in the preparation of this report also included some documents prepared by third-party contractors. The authors sourced information from referenced documents as cited in the text and listed in the References section of this report.

1.3Property Description, Location, and Ownership

At our Don David Gold Mine, we currently have 100% interest in six properties, including two Production Stage Properties and four Exploration Stage Properties, located in Oaxaca, Mexico, along the San Jose structural corridor. The project is in the Sierra Madre Sur Mountains of southern Mexico, in the southwestern part of the State of Oaxaca. The project is a significant

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precious and base metals epithermal deposit that is positioned along a major paved highway approximately 120 kilometers (km) southeast of Oaxaca City, the capital city of the State of Oaxaca. Because of their proximity and relatively integrated operations, we refer collectively to the six properties as the Don David Gold Mine. The two Production Stage Properties are the only two of the six properties that make up the Don David Gold Mine that we consider to be independently material at this time. As of December 31, 2021, DDGM controlled twenty-nine (29) mining concessions in Oaxaca State totaling 55,119 hectares, as well as permits necessary to sustain mining operations. Expiration dates associated with the Project concessions range from March 4, 2023, to November 7, 2066.

Table 1.2 Summary of DDGM Properties

t

DDGM PROJECTS

SEC STAGE

DEPOSITS

VEIN SYSTEMS

Arista Project

Producing

Arista

Arista
Switchback

Three Sisters

Alta Gracia Project

Producing

Alta Gracia

Mirador
Independencia

Rey

Exploration

Chamizo

Exploration

Margaritas

Exploration

Fuego

Exploration

The Arista Project is a production stage property with a relatively small surface infrastructure consisting of a processing plant primarily of an 1,800 tonnes per day (“tpd”) flotation plant, 250 tpd leaching plant, electrical power station (connected to the national electric power grid), water storage facilities, paste plant, filtration plant and dry stack facilities, stockpiles, and workshop facilities, all connected by sealed and unsealed roads. Additional structures located at the property include offices, dining halls, laboratory, core logging, and core storage warehouses. The tailings facilities are located approximately 500 meters to the northeast of the flotation plant.

DDGM must pay surface rights for concessions to the Mexican government to maintain its interest in the DDGM concessions. In 2021, DDGM satisfied these concessions' investment and assessment work requirements based on its work programs and past work completed. The annual concession tax paid for the mining concessions controlled by DDGM in 2021 was US$950,221. DDGM concession payments are in good standing.

DDGM has established surface rights agreements with several neighboring communities. The most significant agreement is with the San Pedro Totolapam Ejido and the individuals impacted by current and proposed operations, which allow disturbance of the surface, where necessary, for DDGM's exploration activities and mining operations.

1.4History

The Arista and Alta Gracia Projects are in the regional Tlacolula mining district within the central part of Oaxaca, in southwestern Mexico. According to the Mexican Geological Survey, the Servicio Geologico Mexicano (SGM) mining activity was initiated in the early 1880s in the Tlacolula mining district, producing some 300,000 ounces of gold and silver from an ore shoot of the La Leona mine. However, no separate reported amounts of production were reported for each metal. SGM says that in 1892 two smelters were built and operated (Magdalena Teitipac and O'Kelly) near the village of Tlacolula for processing ores from the Alta Gracia La Soledad, San Ignacio y Anexas, La Leona, La Victoria, and San Rafael silver mines. Subsequently, in 1911, Mr. Sken Sanders investigated the Totolapam mining region with a particular interest in the Margaritas mine. Most of these historical mines are within DDGM's mining concessions.

While the DDGM some Arista and Alta Gracia Projects are in the smaller mining subdistricts of San Jose de Gracia and Alta Gracia, respectively, only small-scale artisanal mining was historically conducted in these areas subdistricts. No reliable production records exist for the historic production performed in the area.

In 1998 and 1999, Arista Project concessions were leased to Apex Silver Corporation (Apex). Apex carried out an exploration program involving geologic mapping, surface sampling, and an eleven (11) hole reverse circulation (RC) drilling program (1,242 m) into the flat-lying vein, manto-style deposit (“Manto Vein”).

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GRC has carried out a continuous exploration program since 2003. This exploration has included an aggressive program of surface and underground drilling. Mining of the Arista Project began in 2010, underground mining commenced in 2011, and mining of the underground Switchback vein system began in 2017.

Since the commencement of production from the Don David Gold Mine in 2010, DDGM has produced 324,563 ounces of gold and 23,539,416 ounces of silver from the 5,039,656 tonnes shipped to the DDGM Processing Facility. In addition, 13,882 tonnes of copper, 57,850 tonnes of lead, and 158,511 tonnes of zinc are produced from the plant.

1.5Geology Setting, Mineralization, and Deposit

The DDGM area is predominantly volcanic rocks of presumed Miocene age, which overlay and intrude into basement rocks consisting of marine sediments. This district's gold and silver mineralization is related to the volcanogenic system and is considered epithermal in character. The DDGM mineralization occurs as structurally controlled epithermal deposits in veins and stockwork zones. The mineralization is associated with gangue minerals such as quartz, calcite, and other minor elements. Primary sulfide mineralization consists of pyrite galena, sphalerite, chalcopyrite, and different minor amounts of argentite and silver sulfosalts. It consists of concentrations of sulfides containing gold, silver, lead, copper, and zinc.

DDGM exploration efforts have been mainly focused on the Arista Project, which contains the Manto Vein, Arista, and Switchback vein deposits, and includes the significant Arista, Baja, and Soledad veins as well as multiple ancillary structures. The principal hosts of mineralization are the Arista and Switchback vein systems, known from drilling and underground workings in the Arista underground mine. The Switchback deposit is approximately 500 m northeast of the Arista deposit. Both vein systems are andesitic host rocks, rhyolite dikes, and structural contacts with the basement sedimentary rocks. The mineralization in these systems is intermediate sulfidation with precious and base metals at economic grades. Both vein systems trend northwesterly; although locally, vein orientations can range from north-south to east-west.

The second zone of interest is the Alta Gracia property, where low sulfidation epithermal, predominantly silver mineralized, veins are hosted in andesitic and rhyolitic rocks; this property has been investigated by drilling and surface and underground mapping of historical and recent workings. The Mirador and Independencia vein systems, which DDGM has mined, are one of several predominantly northeast trending vein systems on the property.

Other mineralized zones and properties have been investigated, including some preliminary drilling in areas such as Escondida, Chacal, and Salina Blanca on the Arista Project and the Margaritas and Rey properties. The Margaritas and Rey properties host low sulfidation epithermal veins with volcanic associations.

1.6Exploration

The Don David Gold Mine properties include several mining sub-districts that had minimal exploration by modern methods before DDGM activity. DDGM acquired its Oaxaca mining concessions in 2003 and began exploring the Manto Vein, including drilling. Commencing in 2005, DDGM has carried out a continuous drilling program on other historical mine targets. The 2007 drill program included the discovery of the Arista vein and was the last time RC drilling was used. Since 2007 the continuous drilling programs have used wireline core drilling with 2.5 inches or 63.5-millimeter (mm) and 1.875 inches or 47.6 mm (“HQ and NQ”) core diameters. Underground drilling began in 2011. In 2013 step-out drilling from underground stations in the Arista underground mine identified the first intersections of the Switchback vein system. Drill programs have targeted other zones of interest in the Arista mine and epithermal vein systems on the Alta Gracia, Margaritas, and Rey projects. The Arista mine located close to its southeastern limit.

DDGM continues the development of an aggressive exploration program along the 55 km corridor that includes extensive surface and underground drilling, along with underground mine development, such as access ramps, drifts, and crosscuts into the Arista, Switchback, and Alta Gracia vein systems. Exploration techniques include geophysics (airborne and ground), stream, soil and rock geochemistry, mapping, petrographic and fluid inclusion studies, and drilling. These activities have identified multiple exploration targets. Exploration has focused on the Arista and Alta Gracia zones due to proximity and ease of access to the DDGM processing facilities. Exploration drilling (core and RC) by DDGM through the end of December 2021 amounts to 1,609 drill holes totaling 425,186 meters. The 2021 district exploration work program included 142 total drill holes with 9,929 meters of surface diamond drilling, requiring an expenditure of US$3.43 million and 25,104 meters of underground diamond drilling with expenses totaling US$3.44 million. Exploration mine development in 2021 totaled 751 meters at a total cost of US$1.87 million.

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Drill core is logged, sampled, and stored at the on-site exploration facilities within the DDGM operational site, using standard industry practices. All pulps, and selected coarse reject material, are recovered from an external laboratory also stored in the DDGM exploration storage facilities.

Since 2006 exploration samples have been analyzed by ALS Global (ALS) at their ISO/IEC 17025:2017 accredited laboratory in Vancouver, Canada, with sample preparation at their Guadalajara laboratory in Mexico. 

All exploration samples are subject to strict quality assurance and quality control (“QAQC”) protocols that include inserting certified reference materials (standards and blanks) and duplicate sampling. Mine channel samples and narrow diameter production core are assayed at the laboratory located at the DDGM processing facilities. 

1.7Data Verification

The DDGM staff follow stringent procedures for data storage and validation, performing verification of data on an ongoing basis. Preliminary validation of the database was last performed by the DDGM database manager in September 2021. The on-site database has a series of automated import, export, and validation tools to minimize potential errors. Any inconsistencies are corrected during the validation process before being handed over for final review and validation. The QP visited the site in July 2021 to review data collection storage and undertake validation. The data verification procedures performed by the QP involved the following:

Inspection of selected drill core to assess the nature of the mineralization and to confirm geological descriptions
Inspection of geology and mineralization in underground workings of the Arista, Switchback, and Mirador veins
Verification that the collar coordinates coincide with underground workings or the topographic surface
Verification that downhole survey bearing, and inclination values display consistency
Evaluation of minimum and maximum grade values
Investigation of minimum and maximum sample lengths
Randomly selecting assay data from the databases and comparing the stored grades to the original assay certificates
Assessing for inconsistences in spelling or coding (typographic and case sensitivity errors)
Ensuring full data entry and that a specific data type (collar, survey, lithology, and assay) is not missing
Assessing for sample gaps or overlap

1.8Mineral Processing and Metallurgical Testing

ALS's metallurgical testing in 2014, 2018, and more recently in 2020 supports the DDGM processing methodology. As exploration continues, additional metallurgical testing will be required if the constituents of the ore should change.

Deleterious elements in the concentrate products are predominantly non-liberated sulfide and non-sulfide gangue, apart from Antimony and Arsenic within the Copper concentrate and Quartz in the lead concentrate.

Metallurgical recoveries at the DDGM processing facility for ore produced from the Arista mine averaged 81% during 2021 for gold (up from 76% in 2020), 92% for silver (unchanged), 80% for copper (unchanged), 80% for lead (up from 79% in 2020), and 82% for zinc (up from 80% in 2020).

The DDGM processing facility has a good body of metallurgical information comprising historic testing supported by the studies completed by ALS. The metallurgical samples tested and the ore presently treated in the plant represent the material included in the life-of-mine (“LOM”) plan regarding grade and metallurgical response.

Construction of the filtration plant was completed in Q1 2022, at which time filtered tailings containing ~14% moisture will be deposited and compacted in the depleted open pit.

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1.9Commodity Price Projections

For the purpose of estimating the Mineral Reserves and Mineral Resources in this report, the QP utilized the median of a five-year street consensus average (“Consensus Price”) as at August 2021 provided by the Bank of Montreal. The Consensus Price was subsequently evaluated on December 31, 2021, to validate the reasonableness of the metal prices used in the model. Because metal prices at that time were determined to be within 5% of the original estimate, they were determined to be reasonable. The Consensus Prices used in this report are set forth below:

$1,744 per ounce of gold
$23.70 per ounce of silver
$3.59 per pound of copper
$0.97 per pound of lead, and
$1.15 per pound of zinc.

The actual metal prices can change, either positively or negatively from the five-year consensus. If the assumed metal prices are not realized, this could have a negative impact on the operation’s financial outcome. At the same time, higher than predicted metal prices could have a positive impact. Gold equivalencies are determined by taking the Consensus Price for gold and silver and converting them to gold equivalent ratio for the period (73.5 silver : 1 gold).

1.10Mineral Resources Estimates

The modeling and estimation of Mineral Resources presented herein are based on technical data and information available as of December 31, 2021. DDGM models and estimates Mineral Resources from available technical details before the generation of Mineral Reserves.

The Mineral Resource estimate was completed by Marcelo Zangrandi, an independent QP for this Technical Report. Using Vulcan software. Wireframes for geology and mineralization were constructed by DDGM geology staff using Leapfrog Geo-based on underground mappings, assay results, lithological information from drill holes, and structural data. The model incorporates all significant vein systems identified to date: a total of 28 veins were interpreted and modeled for the Switchback system, 37 veins for the Arista system, and 14 veins for the Alta Gracia system. Assays were composited to 1 m lengths and capped to various levels based on exploratory data analysis for each vein. Wireframes were filled with blocks, which were sub-celled at wireframe boundaries. Block grades were interpolated using ordinary kriging (OK) interpolation algorithm. Block estimates were validated using industry-standard validation techniques. Classification of blocks used distance-based criteria related to the spatial continuity of mineralization. The Mineral Reserves estimate was reported using the material within resource shapes generated in Deswik software. Satisfying minimum mining size continuity criteria and using a net smelter return (NSR) cutoff value of US$88 per tonne (t) for the Arista mine (Arista and Switchback vein systems) and a gold equivalent (AuEq) of 2.36 grams per tonne (g/t) for the Alta Gracia deposit.

A summary of the Don David Gold Mine Mineral Resources, exclusive of Mineral Reserves, for Arista and Alta Gracia mine, is shown in Table 1-3. NSR cutoff values for the Mineral Resources were established using a zinc price of US$1.15/pound (lb), a lead price of US$0.97/lb, a copper price of US$3.59/lb, a silver price of US$23.70/ounce (oz) and a gold price of US$1,744/oz.

Mineral Resources have been classified under the definitions for Mineral Resources in S-K 1300, which are consistent with Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves (CIM (2014) definitions).

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Table 1.3 Don David Gold Mine – Summary of Gold, Silver and Base Metal Mineral Resources
at December 31, 2021
(1)(2)(3)(4)

Description

KTonnes

Gold
g/t

Silver
g/t

Copper %

Lead %

Zinc %

Cut-off grade

Metallurgical Recovery (%)

Arista

$/Tonne

Au

Ag

Cu

Pb

Zn

Measured Mineral Resources

352

2.18

171.69

0.38

1.57

4.79

88

81

92

80

80

82

Indicated Mineral Resources

1,208

1.46

120.06

0.31

1.21

3.49

88

81

92

80

80

82

Measured + Indicated

1,560

1.62

131.72

0.33

1.29

3.79

88

81

92

80

80

82

Inferred Mineral Resources

1,766

0.90

94.16

0.27

1.18

3.19

88

81

92

80

80

82

Alta Gracia

AuEq/tonne

Measured Mineral Resources

24

0.81

367.95

-

-

-

2.36

85

72

-

-

-

Indicated Mineral Resources

90

0.61

327.18

-

-

-

2.36

85

72

-

-

-

Measured + Indicated

114

0.65

335.82

-

-

-

2.36

85

72

-

-

-

Inferred Mineral Resources

148

0.62

295.61

-

-

-

2.36

85

72

-

-

-

Notes on Mineral Resources:

1.Mineral Resource estimated at December 31, 2021 are based on $1,744/oz Au, $23.7/oz Ag, $3.59/pound Cu, $0.97/pound Pb and $1.15/pound Zn. These prices reflect the August 2021 Consensus Price.
2.The definitions for Mineral Resources in S-K 1300 were followed for Mineral Resources which are consistent with CIM (2014) definitions.
3.Mineral Resources are exclusive of Mineral Reserves. Mineral Resources that are not Mineral Reserves are materials of economic interest with reasonable prospects for economic extraction
4.Rounding of tonnes, average grades, and contained ounces may result in apparent discrepancies with total rounded tonnes, average grades, and total contained ounces

1.11Mineral Reserves Estimates

The Arista and Alta Gracia underground mine Mineral Reserve estimates follow standard industry practices, considering Measured and Indicated Mineral Resources. Only these categories have sufficient geological confidence to be considered Mineral Reserves. Subject to the application of modifying factors, Measured Resources may become Proven Reserves, and Indicated Resources may become Probable Reserves. Mineral Reserves are reconciled quarterly against production to validate dilution and recovery factors. The reserve estimate is based on technical data and information available as of December 31, 2021.

Mineral Reserve are classified as Proven and Probable (“P & P”). The mine designs include dilution and must meet cutoff grade requirements to be deemed feasible and economical for extraction.

DDGM uses a breakeven NSR cutoff grade, considering actual metal prices, total mining, milling, general administration, smelting/refining costs, and plant recoveries for P & P Reserve estimations. The cutoff grade calculation does not include either exploration or capital costs, and the average operating costs used for reserve calculations are net of base metal credits and royalty payments. Plant recoveries used are the average of actual recoveries reported by the plant during the twelve months of 2021.

The 2022 breakeven cutoff grade for the Arista underground mine is based on a US$88/t NSR using gold, silver, copper, lead, and zinc metal price assumptions as stated in section 1.9 to calculate the NSR value. No appreciable amounts of base metals are present in the veins identified to date at the Alta Gracia property; therefore, a breakeven cutoff grade using gold and silver only was used. The breakeven cutoff grade used for the Alta Gracia Project, including the Mirador underground mine, P & P mineral reserves, was 2.36 g/t AuEq.

The P&P Mineral Reserves for the Don David Gold Mine as of December 31, 2021, are summarized in Table 1.4.

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Table 1.4 Don David Gold Mine – Summary of Gold, Silver and Base Metal Mineral Reserves
at December 31, 2021
(1) (4)

Recovery

 

Description

Tonnes

Gold
g/t

Silver
g/t

Cu (%)

Pb (%)

Zn (%)

Cut-off Grade ($/Tonne)

% Au

% Ag

% Cu

% Pb

% Zn

Don David Gold Mine

Arista Mine(2)

Proven mineral reserves

353,500

2.63

93

0.4

1.9

4.9

88

80.7

92.4

80.0

79.9

81.5

Probable mineral reserves

1,131,200

1.22

61

0.2

1.0

2.8

88

80.7

92.4

80.0

79.9

81.5

Arista Mine Total

1,484,700

1.55

69

0.3

1.2

3.3

Alta Gracia Mine (3)

Proven mineral reserves

3,000

0.85

392

0.0

0.1

0.3

2.33

85.0

72.0

Probable mineral reserves

50,800

0.27

169

0.0

0.0

0.0

2.33

85.0

72.0

Alta Gracia Mine Total

53,800

0.30

181

0.0

0.0

0.0

Don David Gold Mine Total

1,538,500

1.51

73

Notes on Mineral Reserves in Table 1.4:

1.

Mineral Reserves estimated at December 31, 2021 are based on $1,744/oz Au, $23.7/oz Ag, $3.59/pound Cu, $0.97/pound Pb and $1.15/pound Zn. These prices reflect the August 2021 Consensus Price

2.

The definitions for Mineral Reserves in S-K 1300 were followed for Mineral Resources which are consistent with CIM (2014) definitions

3.

Mineral Resources are exclusive of Mineral Reserves. Mineral Resources that are not Mineral Reserves are materials of economic interest with reasonable prospects for economic extraction.

4.

Rounding of tonnes, average grades, and contained ounces may result in apparent discrepancies with total rounded tonnes, average grades, and total contained ounces.

1.12Mining Methods

During 2010, DDGM began developing an underground mine to access the Arista and Baja veins, part of the Arista vein system. The underground mine is approximately three km from the DDGM processing facilities. In March 2011, DDGM began transitioning to processing the underground mineralization. Conventional drill and blast methods are currently used to extract ore from the Arista underground mine. There are two main mining methods used in the Arista underground mine: 1) overhand mechanized cut and fill (“CAF”) and 2) long-hole open stoping (“LHOS”) with delayed fill.

Since commercial production was declared at the Don David Gold Mine on July 1, 2010, through December 31, 2021, the plant has processed a total of 5,039,656 tonnes of open pit and underground ore to recover 324,563 ounces of gold and 23,539,416 ounces of silver.

This Technical Report concludes that:

The mining methods being used are appropriate for the deposit being mined. The underground mine design, stockpiles, tailings facilities, and equipment fleet selection are appropriate for the operation
The mine plan is based on historical mining and planning methods practiced at the operation for the previous years and presents a low risk
Inferred Mineral Resources are not included in the mine plan and were sent to waste
The mobile equipment fleet presented is based on the actual present-day mining operations, which is known to achieve the production targets set out in the LOM

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All mine infrastructure and supporting facilities meet the needs of the current mine plan and production rate
Production from the Don David Gold Mine has proven that the Project has the grade and continuity required to justify continued development and mining. The known veins and other Don David Gold Mine targets are underexplored by drilling. If DDGM maintains its exploration programs, the excellent potential exists for reserves to maintain or grow.

1.13Processing and Recovery Methods

During 2009 and 2010, DDGM constructed a processing plant and infrastructure at the Arista mine. The processing plant has a differential flotation section capable of processing polymetallic ores and producing up to three separate concentrate products for sale and an agitated leach circuit capable of producing gold and silver doré for purchase. The DDGM mill's flotation circuit has undergone modifications in the circuit, higher capacity pumps and extra floatation cells that increased name plate capacity to 2,000 tpd.

Process requirements are well understood and applied consistently by operators and leadership, as evidenced by historical performance and observed conditions. The effective processes employed are evidenced by the recent improvements in recoveries with both precious and base metals through the systematic implementation of continuous improvement methodologies. There is no indication that the characteristics of the material planned for mining will change, and therefore the recovery assumptions applied for future mining are considered reasonable for the LOM.

1.14Project Infrastructure

All material mine and process infrastructure and supporting facilities are included in the current general layout to ensure that they meet the needs of the mine plan and production rate and notes that:

The Don David Gold Mine is 114 km, or two hours by road from Oaxaca, the main service center for the operation, with good year-round access.
A flotation tailings impoundment was constructed in a valley just below the process plant site. The impoundment is double lined with the first liner made of clay and synthetic material that acts as a leak prevention system with an effective absorption equal to ~ 3 meters of clay. The second liner is 1.5 mm Linear Low-Density Polyethylene (“LLDPE”), a permitting requirement. The method of subsequent embankment construction to obtain total capacity was downstream.
Construction of a filtration plant and dry stack facility commenced in September 2020 with a target completion date for Q1 2022. The filtration plant and existing paste plant (commissioned in October 2019) will handle 100% of future tailings production.
Up until 2018, the site was powered by diesel generators. In 2019, DDGM successfully connected a power line to its Arista project from the Mexican Federal Electricity Commission's (Comisión Federal de Electricidad or CFE) power grid. Before this connection, the DDGM project operated 100% from electricity generated from more expensive and higher emission diesel fuel. In 2021 there was an increase in power consumption due to ventilation and dewatering pumps requiring the installation of capacitors that improved and stabilized the power supply. In 2021, DDGM also initiated conversations with CFE to further expand the load delivered to stabilize the energy supply.
Water requirements to process ore are primarily sourced from water pumped to the surface from the underground dewatering system. Water in the tailings facility is recycled to the DDGM processing plant, and the excess water pumped from the underground workings is discharged at the surface into decantation ponds. DDGM has the necessary permits to discharge underground mine water at the surface. Water sampling from rivers and creeks is conducted regularly and sent for analysis to an external laboratory.
All process buildings and offices for operating the mine have been constructed. Camp facilities are located in San Jose de Gracia and were built with recycled materials.

1.15Market Studies and Contracts

Since the operation commenced commercial production in July 2010, a corporate decision was made to sell the concentrate on the open market. All commercial terms entered between the buyer and DDGM are confidential but are considered within standard industry norms.

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The information provided by GRC on marketing, contracts, metal price projections, and exchange rate forecasts is consistent with the information that is publicly available and within industry norms.

1.16

Environmental Studies, Permitting and Plans, Negotiations, or Agreements with Local Individuals or Groups.

In connection with mining, milling, and exploration activities, DDGM is subject to all Mexican federal, state, and local laws and regulations governing the protection of the environment. Laws and regulations include the protection of air and water quality, hazardous waste management, mine reclamation and the protection of endangered or threatened species. Additional areas of environmental consideration for mining companies, including DDGM, include but are not limited to, acid rock drainage, cyanide containment and handling, contamination of water sources, dust, and noise.

All mining and environmental activities in México are regulated by the Dirección General de Minas (“DGM”) and by the Secretaría de Medio Ambiente y Recursos Naturales (“SEMARNAT”) from México City, under the corresponding laws and regulations. The environmental impact and risk relating to atmosphere emissions and hazardous waste produced and treated operate under a unique environmental license (“Licencia Ambiental Unica” or “LAU”). This environmental license is issued after the Evaluación del Impacto Ambiental (“EIA”) approval. Special permits are also required for new developments such as expansions, tailings dams, etc. DDGM is also required to obtain various permits for surface and underground water use including waste-water discharge. The permissions are granted by the Comisión Nacional del Agua (“CONAGUA”), the administrative, technical advisory commission of SEMARNAT. CONAGUA administers national waters, manages and controls the country's hydrological system, and promotes social development.

DDGM is required to prepare a mine closure plan for the possible future abandonment of the Arista and Alta Gracia Mines. A mine closure plan and reclamation budgets have been prepared by SRK Consulting (U.S.), Inc. (“SRK”). The closure cost estimate includes covering the tailings ponds, waste rock stockpiles, securing and cleaning up the other surface and underground mine facilities. The total estimated closure and reclamation cost for the DDGM Project as presented in the SRK report is estimated to be 58.71 million Mexican Pesos (“MXP”), which is equal to about US$2.95 million at an exchange rate of 20 pesos to 1 U.S. dollar. The total estimated closure and reclamation cost for the Alta Gracia Project is estimated to be 11.29 million MXP, which is equal to about US$567,700.

1.17Capital and Operating Costs

The support for capital and operating costs is based on realized costs, quotations, and estimates in 2021 dollars. No inflation factors or changes to exchange rates have been used in the economic projections. The estimated capital and operating costs are to a feasibility level of accuracy (15%) and include a contingency of 10%.

Total Don David Gold Mine LOM capital expenditures are estimated to be US$75 million, before contingency.

Operating costs are estimated based on actual historical and current expenditures for labor, consumables, and established DDGM contracts. 2022 budget factors were also considered in the analysis. The operating costs have a fixed and variable component and are estimated at $88/t, before contingency. The unit operating costs are based on total ore processed of 3.2 million tonnes for six (6) years of remaining LOM.

The capital and operating costs estimated for the Don David Gold Mine are reasonable based on industry-standard practices and actual costs observed for 2021.

1.18Economic Analysis

The Don David Gold Mine has a six-year LOM given the Mineral Reserves and Mineral Resources (excluding inferred material) as described in this Report. Assumptions underlying the determination of Net Present Value (“NPV”) include:

Capital and operating costs as summarized above and in Section 1.17.
Static conditions for the metals market price over the remaining LOM based on a five-year Consensus Price.
No inflation factors have been used in economic projections; however, a 10% contingency has been incorporated.
Revenues are estimates based on the metal prices mentioned earlier and the terms established in the concentrate contracts discussed in Chapter 16.

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Based on Mineral Reserves and Mineral Resources, excluding inferred material, after estimated taxes, the net cash flow is estimated at US$133 million, and the Net Present Value (NPV) is US$114 million, using a discount rate of 5%.

1.19Interpretations and Conclusions

This Technical Report represents the most accurate interpretation of the Mineral Resource and Mineral Reserve available as of the effective date. The conversion of Mineral Resources to Mineral Reserves was undertaken using industry-recognized methods and estimated operational costs, capital costs, and plant performance data. Likewise, the processing facilities and related infrastructure are appropriately designed to convert the minerals into a salable product. Thus, it is considered to be representative of future operating conditions. This Technical Report has been prepared with the latest environmental and closure cost requirements. DDGM has obtained, or is in the process of applying for, the required Environmental Impact Studies and permits to continue operating in accordance with Mexican Laws and Regulations

1.20Recommendations

Recommendations for the next phase of work have been broken into those related to ongoing exploration activities and those related to additional technical studies focused on operational improvements. A detailed list of recommendations is described in the "Recommendations" section. Recommended work programs are independent and can be conducted concurrently unless otherwise stated.

2 INTRODUCTION

2.1Report Purpose

This Report was prepared for Gold Resource Corporation (GRC) as a Technical Report in accordance with SEC S-K 1300 for the Don David Gold Mine, a wholly owned subsidiary of GRC. DDGM is an underground gold, silver, and base-metal production and exploration stage property in Oaxaca, Mexico. 

The Report contains estimates of Mineral Reserves and Mineral Resources for the Project, effective as of December 31, 2021, prepared following S-K 1300, which estimates supersede and replace the corresponding estimates of Proven and Probable reserves Mineralized Material contained in the GRC Form 10-K on December 31, 2020. The quality of information, conclusions, and calculations contained herein are consistent with the level of effort by the QPs, based on

1.the information available at the time of preparation,
2.data supplied by outside sources, and
3.the assumptions, conditions, and qualifications outlined in this Report.

2.2Qualified Persons

A QP defined by SEC S-K 1300 instructions is a mineral industry professional with at least five years of relevant work experience in the type of mineralization and deposit like DDGM and is an eligible member or licensee in good standing of a recognized professional organization. The QPs preparing this Technical Report are specialists in geology, exploration, mineral resource, mineral reserve estimation and classification, underground and surface mining, geotechnical, environmental, permitting, metallurgical testing, mineral processing, processing design, capital and operating cost estimation, and mineral economics. See section 1.2 for additional details on the QPs for this Technical Report. Technical data and information used in this Report's preparation include documents prepared by third-party contractors. The authors sourced information from referenced documents as cited in the text and listed in the References section of this Technical Report.

2.3Effective Date

The effective date of this Report is December 31, 2021

2.4Previous Technical Reports

DDGM has previously filed technical reports on the Don David Gold Mine, listed in chronological order:

Lopez, Noble, Jaacks, 2012. NI 43-101 Technical Report for Mineral Resources for the El Aguila Project, Oaxaca State, Mexico, prepared by Pincock, Allen & Holt, effective date July 10, 2012
Devlin & Alvarado, 2013. Report on the Reserve Estimate for the La Arista Underground Mine at the El Aguila Project, Oaxaca, Mexico, prepared by Gold Resource Corp., effective date October 1, 2013

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Devlin & Alvarado, 2014. Report on the Reserve Estimate for the La Arista Underground Mine at the El Aguila Project, Oaxaca, Mexico, prepared by Gold Resource Corp., effective date December 1, 2013
Devlin, 2015. Report on Estimates of Reserves and Measured and Indicated Mineralized Material at the El Aguila Project, Oaxaca, Mexico, prepared by Gold Resource Corp., effective date December 31, 2014
Devlin, 2016. Report on Estimates of Reserves and Mineralized Material at the Aguila Project, Oaxaca, Mexico, prepared by Gold Resource Corp., effective date December 31, 2015
Devlin, 2017. Report on Estimates of Reserves and Mineralized Material at the Oaxaca Mining Unit, Oaxaca, Mexico, prepared by Gold Resource Corp., effective date December 31, 2016
Brown & Devlin, 2018. Report on Estimates of Reserves and Mineralized Material at the Oaxaca Mining Unit, Oaxaca, Mexico, prepared by Gold Resource Corp., effective date December 31, 2017
Brown, Garcia, Devlin & Lester, 2019. Report on the Estimate of Mineral Resources and Mineral Reserves for the Oaxaca Mining Unit, Oaxaca, Mexico, prepared by Gold Resource Corp., effective date December 31, 2018
Brown, Garcia, Devlin & Lester, 2020. Report on the Estimate of Mineral Resources and Mineral Reserves for the Oaxaca Mining Unit, Oaxaca, Mexico, prepared by Gold Resource Corp., effective date December 31, 2019
Brown, Garcia & Devlin, 2021. Report on the Estimates of Mineral Resources and Mineral Reserves for the Don David Mine, Oaxaca, Mexico, prepared by Gold Resource Corp., effective date December 31, 2020
Brown, Garcia, Zangrandi, Lachapelle & Reyes 2021. NI 43-101 Technical Report for Mineral Resources, Oaxaca State, Mexico, prepared by Gold Resource Corp., effective date December 31, 2020

2.5Information Sources and References

The primary information source referenced in this Report is the 2021 Technical Report:

Brown, Garcia, Zangrandi, Lachapelle & Reyes 2021. NI 43-101 Technical Report for Mineral Resources, Oaxaca State, Mexico, prepared by Gold Resource Corp., effective date December 31, 2020

The QPs also used the other reports and documents noted in Section 24 "References" in preparing this Report.

The metric system for weights and units has been used throughout this Report. Mass is reported in metric tons (“tonnes or t”) consisting of 1,000 kilograms per tonne. Gold and silver are reported as grams per tonne (“g/t”). Copper, lead, and zinc is reported as percentages (“%”). 

Gold and silver ounces are reported in troy ounces converted using 31.1035 grams per troy ounce. Unless otherwise stated, all currency is in U.S. dollars (“$ or US$”).

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3.PROPERTY DESCRIPTION AND LOCATION

The Project is comprised of six properties. The Arista and Alta Gracia Projects are located in southern Mexico’s Sierra Madre del Sur Mountains, in the central part of the State of Oaxaca (Fig. 3.1). The projects are along a paved highway approximately 90 to 120 km southeast of the capital city of Oaxaca. Oaxaca has daily passenger airline service to Mexico City, Guadalajara, and Houston, Texas, USA. They are serviced by Xoxocotlan International airport. The approximate center of the project area is N16.68°, W96.17° (Figure 3.1). The Rey, Chamizo, Margaritas and Fuego properties are exploration-stage properties within the Project

Figure 3.1 General Location of Properties Comprising the Don David Mine

Mapa Descripción generada automáticamente

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3.1Mineral Tenure

DDGM currently holds an interest in twenty-nine (29) mining concessions in Oaxaca State totaling 55,119 hectares (Table 3.1; Fig. 3.2). Expiration dates associated with the Don David Mine mining concessions range from March 4, 2023, to November 7, 2066.

Table 3.1 Mining Concessions Owned by Don David Gold Mexico, S.A. de C.V.

Number

Concession Name

Title Number

Hectares

Term of Mining Concession

From

To

1

MINA DEL AIRE

158272

72.0000

3/5/1973

3/4/2023

2

EL AGUILA

222844

899.0610

9/9/2004

9/8/2054

3

LA TEHUANA

210029

925.0000

8/31/1999

8/30/2049

4

EL CHACAL

232628

375.0000

9/26/2008

9/25/2058

5

EL PILON

232629

1,070.3463

9/26/2008

9/25/2058

6

PITAYO FRACCIÓN 1

231124

429.6269

1/17/2008

1/16/2058

7

PITAYO FRACCIÓN 2

231125

22.0481

1/17/2008

1/16/2058

8

PITAYO FRACCIÓN 3

231126

113.3089

1/17/2008

1/16/2058

9

PITAYO FRACCIÓN 4

231127

2.8205

1/17/2008

1/16/2058

10

EL TALAJE

231128

1,015.9512

1/17/2008

1/16/2058

11

LA HERRADURA

231129

3,628.8500

1/17/2008

1/16/2058

12

DAVID FRACCIÓN 1

232851

625.5930

10/30/2008

10/29/2052

13

DAVID FRACCIÓN 2

232852

920.7610

10/30/2008

10/29/2052

14

SAN LUIS

233124

2,820.0691

12/12/2008

12/11/2052

15

EL COYOTE

235802

2,799.5484

3/12/2010

2/11/2060

16

EL ZORRITO

235332

8,836.4199

11/12/2009

11/11/2059

17

LA CURVA

235803

1,940.2815

3/12/2010

2/11/2060

18

EL CHAMIZO

238374

17,897.537

9/23/2011

9/22/2061

19

ZOPI

238875

504.0000

11/8/2011

11/7/2061

20

LA REYNA

225401

692.0000

8/31/2005

8/30/2055

21

EL REY

225373

172.0000

8/26/2005

8/25/2055

22

EL VIRREY

226269

36.0000

12/2/2005

12/1/2055

23

EL MARQUEZ

234213

1,434.8932

6/5/2009

6/4/2059

24

SAN MIGUEL FRACCIÓN 2

241818

1,122.8379

3/27/2013

3/26/2063

25

SAN PEDRO FRACCIÓN 1

233694

2,554.0000

3/30/2009

2/23/2054

26

SAN PEDRO FRACCIÓN 2

233693

1,860.2110

3/30/2009

2/23/2054

27

EL AGUILA III

242686

2,250.0000

12/16/2013

12/16/2063

28

CORRECAMINOS

244389

97.8110

8/25/2015

8/24/2065

29

TLACUACHE

245147

1.0396

11/8/2016

11/7/2066

Total

55,119.015

 

 

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Figure 3.1 Don David Gold Mine Concessions (concession numbers are listed in Table 3.1)

Mapa Descripción generada automáticamente

Mineral rights in Mexico belong to the Mexican federal government and are administered according to Article 27 of the Mexican Constitution. Concessions grant the right to explore and exploit all minerals found in the ground. All mining concessions comprising the Don David Gold Mine are exploitation concessions, which may be granted or transferred to Mexican citizens and corporations. Mexican subsidiaries of GRC hold the leases or concessions. Exploitation concessions have a term of 50 years and can be renewed for another 50 years. Maintenance of concessions requires the semi-annual payment of mining duties (due in January and July). The submission of confirmation of work reports on a calendar year basis. The confirmation of work reports are required to be filed in May for the preceding calendar year. The number of mining duties and annual assessment are set by regulation and may increase over the life of the concession and include periodic adjustments for inflation. Mining concessions are registered at the Public Registry of Mining in Mexico City and regional offices in Mexico.

Mexican mining law does not require payment of finder’s fees or royalties to the government, except for a discovery premium connected with national mineral reserves, concessions, and claims or allotments contracted directly from the Mexican Geological Survey. None of the claims held by DDGM’s subsidiaries are under any such discovery premium regime.

DDGM must pay surface rights for concessions to the Mexican government to maintain its interest in the DDGM mining concessions, which are paid on a bi-annual basis (January and July). The annual 2021 concession surface rights tax paid for the mining concessions controlled by DDGM was US$950,221; all payments have been met and are current.

In 2021, DDGM satisfied the investment and assessment work requirements based on its annual work programs and past work completed. DDGM concession payments are in good standing.

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Table 3.2 Don David Gold Mine 2021 concession surface rights tax

TOTAL NUMBER OF CONCESSIONS

TOTAL SIZE

ACQUISITION DATE RANGE

2021 MAINTENANCE FEES PAID

(in hectares) *

Production Stage Properties:

Arista

18

24,372

2002 to 2016

$

405,057

Alta Gracia

3

5,175

2008

91,760

Subtotal

29,547

$

496,818

Exploration Stage Properties:

Rey

4

2,335

2002 to 2009

$

41,399

Chamizo

2

19,758

2011 to 2013

350,319

Las Margaritas

1

925

2002

16,401

Fuego

1

2,554

2013

45,284

Subtotal

25,572

453,404

Total:

55,119

$

950,221

In 2013, the Mexican federal government enacted a tax reform package effective January 1, 2014. There were several significant changes in the Mexican tax reform package. The planned corporate income tax rate reductions (29% in 2014 then 28% thereafter) were repealed. The corporate tax rate remains at 30%. The tax base for income tax was amplified, considering certain limitations on deductions. The business flat tax (IETU) that was effective from 2008 to 2013 was repealed in 2014. A special mining royalty tax of 7.5% was applied to net profits from a property concession holder from the sale or transfer of extraction-related activities. Net profits for this royalty are determined like the calculation of general taxable income with the exceptions for deductions for investments in fixed assets and interest. In 2021, deductions for surface right mining concession paid were no longer allowed. In addition, owners of mining concessions are required to pay an additional extraordinary 0.5% royalty fee on gross revenue derived from the sale of gold, silver, and/or platinum. A further 10% withholding tax on dividend distributions was introduced. However, the tax treaty between the US and Mexico to avoid double taxation reduces this withholding tax to 5%.

3.2Surface Rights

In this Technical Report, all Mineral Resources and Mineral Reserves mining concessions are controlled by DDGM. Further, DDGM has secured and maintained the necessary permits for exploration, development, and production of the Don David Gold Mine.

3.3Royalties

On October 14, 2002, DDGM leased its first three mining concessions from a former consultant to the company. These concessions are El Aguila, Mina Del Aire, and La Tehuana, totaling 1,896 hectares. The El Aguila and Mina Del Aire concessions are now part of DDGM's Arista Mine, and the La Tehuana concession comprises the Margaritas property.

The lease agreement with the former consultant is subject to a 4% net smelter return royalty where production is sold in the form of gold/silver doré and 5% for production sold in concentrate form. Subject to meeting minimum exploration requirements, there is no expiration term for the Lease. DDGM may terminate the Lease at any time upon written notice to the Lessor, and the Lessor may terminate it if DDGM fails to fulfill any of its obligations, which primarily consists of paying the appropriate royalty to the Lessor.

In 2010, DDGM subsequently acquired, at no additional cost, two additional concessions from the former consultant: El Chacal and El Pilon, totaling 1,445 hectares, each is subject to a 2% royalty to the consultant but are not subject to the Lease.

DDGM has since filed for and received additional concessions for the Project that total an additional 45,029 hectares referred to as: El Pitayo Fracción 1 to 4, El Talaje, El Coyote, El Zorrito, San Luis, La Curva, La Herradura, David Fracción 1 and 2, El Chamizo, Zopi, San Miguel Fracción 2, El Aguila III, Correcaminos and Tlacuache. These additional concessions are not part of the concessions leased or acquired from DDGM’s former consultant.

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The Don David Gold Mine also includes the Rey property, which adjoins DDGM's El Chamizo concession on the west side. These concessions are Rey, El Virrey, La Reyna, and El Marquez. DDGM acquired the El Virrey concession from the former consultant, and it is subject to a 2% net smelter return royalty payable to the consultant. DDGM obtained the remaining concessions by staking claims and filing for concessions with the Mexican government. These concessions total 2,335 hectares.

In March 2013, DDGM acquired the San Pedro Fracción 1 and San Pedro Fracción 2 concessions from Almaden Minerals Ltd. (Almaden), subject to a 2% net smelter return royalty. The San Pedro Fracción 1 concession consists of 2,554 hectares and is located south of DDGM’s Alta Gracia and El Chamizo properties. The San Pedro Fracción 2 concession consists of 1,860 hectares and is surrounded by DDGM's El Chamizo concession and will be included as part of the El Chamizo property. Any future production from the San Pedro Fracción 1 and San Pedro Fracción 2 concession is subject to Almaden's 2% net smelter return royalty.

3.4Environmental Aspects

3.4.1Mine Closure

DDGM is required to prepare a mine closure plan for the possible future abandonment of the Arista and Alta Gracia Projects. SRK has prepared a Mine Closure Plan and Reclamation Budgets. The closure cost estimate includes funds covering the tailings ponds, waste rock stockpiles ("tepetateras"), and securing and cleaning up the other surface and underground mine facilities. The total estimated closure and reclamation cost for the Arista Mine is estimated to be 58.71 million Mexican Pesos (MXP), which is equal to about US$2.95 million at an exchange rate of 20.00 pesos to 1 US dollar. SRK prepared its report in January 2021. The total estimated closure and reclamation cost for the Alta Gracia Project is estimated to be 11.29 million Mexican Pesos (MXP), which is equal to about US$564,548.

See Section 17 (Environmental Studies, Permitting and Social or Community Impact) for additional information on the environmental regulation of the Project.

3.5Permits

DDGM has obtained, or is in the process of applying for, the required Environmental Impact Studies and permits to continue operating in accordance with Mexican Laws and Regulations.

3.6Other Significant Factors and Risks

We are not aware of other significant factors and risks that may affect access, title or right, or ability to perform work at the mine

3.7Comment on Section 3

In the opinion of the QPs:

GRC was provided with a legal opinion that supported that the mining concessions held by DDGM for the Don David Gold Mine are valid and that GRC has a legal right to mine the deposit
GRC was provided with a legal opinion that supported that the surface rights held by DDGM for the Don David Gold Mine are in good standing. The surface rights are sufficient in the area for the mining operation infrastructure and tailings facilities
GRC was provided with a legal opinion that outlined royalties’ payable for the c concessions held by DDGM
The information discussed in this section supports the declaration of Mineral Resources. Mineral Reserves and the development of a mine plan with accompanying financial analysis.

4ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND, PHYSIOGRAPHY

4.1Access

DDGM’s primary operations are located near the village of San José de Gracia, within the Municipality of San Pedro Totolapam. The Municipality of San Pedro Totolapam is located in the Region of the Central Valleys, 89 km southeast of the

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city of Oaxaca, and is part of the District of Tlacolula. Access to the project area from the city of Oaxaca is by the paved federal highway 190, which passes through the village of San José de Gracia.

The Don David Gold Mine is approximately 4 km northwest of the village of San José de Gracia. Gravel and paved roads have been constructed from the village to the mine and mill sites, supporting adequate property access by small and large vehicles.

The Alta Gracia Project is approximately 20 km northeast of San Pedro Totolapam, the seat of the municipal government. Access to the project is by a gravel road that departs the paved highway approximately 13 km east of San Pedro Totolapam. The haulage distance by road from Alta Gracia to the DDGM Processing Facility, where the ore is processed, is about 32 km.

4.2Climate

The climate of the DDGM area is temperate, semi-dry, and warm to hot. Most rainfall occurs in the summer months (June – August), and the annual average precipitation in the project area is approximately 400 mm, with significant fluctuations occurring. The recent average yearly temperature on the mine site is 22 degrees centigrade (°C); measurements at the Totolapam station for 1975 to 2008 showed an annual average of 24.2°C. Minimum yearly temperatures generally occur in January, while maximum temperatures typically occur in March through May; the yearly temperature range is generally between 9°C and 33°C. Mining operations are conducted on a year-round basis.

4.3Topography, Elevation, And Vegetation

The Don David Gold Mine is in the state of Oaxaca in southern Mexico, which is bordered by the states of Puebla, Veracruz, Chiapas, and Guerrero, with the Pacific Ocean to the south. The DDGM project areas are in the physiographic sub-province of Tierras Altas de Oaxaca, part of the Sierra Madre del Sur physiographic province, in the south-western part of Mexico.

Oaxaca has one of the most rugged terrains in Mexico, with mountain ranges that abruptly fall into the sea. Oaxaca has several mountain chains with elevations varying from sea level to more than 3,700 meters above sea level. Between these mountains are primarily narrow valleys, canyons, and ravines. The mountains are mostly formed by the convergence of the Sierra Madre del Sur, Sierra Madre de Oaxaca and Sierra Atravesada into what is called the Oaxaca Complex (Complejo Oaxaqueño).

The Arista and Alta Gracia projects of the Don David Gold Mine are located within San Pedro Totolapam. The municipality's surface is irrigated by the Rio Grande, with many tributary rivers also irrigating other project areas; the majority of watercourses (arroyos) are dry throughout most of the year. The elevations range from 660 meters above sea level (masl) to 2,480 masl in GSRs project areas; somewhat lower in the Arista and Alta Gracia projects (up to 1,680 masl). The area is rugged with generally steep slopes, up to 30°, although more vertical cliffs are also present. The area is very rocky with thorn bush and stunted deciduous temperate vegetation typical of dry savannah climates; locally, cacti, both columnar and candlestick types, are a prominent vegetation feature. Subsistence farming occurs in the area, and the main agricultural crop is agave cactus cultivated to produce mezcal.

4.4Infrastructure

All mine, process infrastructure, and supporting facilities are included in the current general layout to ensure that they meet the needs of the mine plan and production rate.

The Don David Gold Mine is 114 km, or two hours by road from Oaxaca, the main service center for the operation, with good year-round access. A workforce familiar with mining and the necessary support facilities is present in the region. The company provides transportation to and from their local home bases. The village of San Jose de Gracia supplies some of the crew for the mine, while other workers come from Oaxaca City or other nearby villages.

The processing plant has a differential flotation circuit capable of processing polymetallic ores and producing up to three separate concentrate products for sale and an agitated leach circuit capable of producing gold and silver doré for purchase. The DDGM mill flotation circuit and agitated leach processing capacities are a nominal 2,000 tpd.

A flotation tailings impoundment was constructed in a valley just below the process plant site.

The impoundment is double lined with the first liner made of clay and synthetic material that acts as a leak prevention system with an effective absorption equal to ~ 3 meters of clay.

The second liner is a welded High-Density Polyethylene (HDPE), which was a permitting requirement. The method of subsequent embankment construction to obtain total capacity was upstream.

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Construction of a filtration plant and dry stack facility commenced in September 2020 with a target completion date for Q1 2021. The filtration plant and existing paste plant (commissioned in October 2019) will handle 100% of future tailings production.

DDGM has several permitted waste-rock disposal areas at the Arista and Alta Gracia projects. These waste disposal areas were designed mainly as valley fill sites.

Up until 2018, diesel generators mainly provided power at the site. In 2019, DDGM successfully connected a power line to its Arista Mine from the Mexican Federal Electricity Commission’s (Comisión Federal de Electricidad or CFE) power grid. Before this connection, the project operated 100% from electricity generated from more expensive and higher emission diesel fuel. The mine and plant can remain operational using the diesel generators maintained for backup use. In 2021 there was an increase in power consumption due to ventilation and dewatering pumps requiring the installation of capacitors that improved and stabilized the power supply. In 2021, DDGM also initiated conversations with CFE to expand the load delivered to stabilize the energy supply.

Water requirements to process ore are being primarily sourced from water pumped to the surface from the underground mine dewatering system. Previously, some water was sourced from the local river for which payment was made to the National Water Commission (Comisión Nacional del Agua, or CONAGUA); however, this consumption is now minimal, and river water is only used for the camp facilities. DDGM has the necessary permits to discharge underground mine water at the surface. Water in the tailings facility is recycled to the DDGM processing plant, and the excess water pumped from the underground workings is discharged at the surface into decantation ponds. Water sampling from rivers and creeks is conducted regularly and sent for analysis to an external laboratory.

All process buildings and offices for operating the mine have been constructed. Camp facilities are in the village of San Jose de Gracia.

Plan drawings and more detailed information regarding the property infrastructure are provided in the Project Infrastructure section of this report.

4.5Sufficiency of Surface Rights

This report's mineral resources and mineral reserves are located on mining concessions controlled by DDGM. The mine's processing facility and supporting infrastructure are within the area of surface rights and mineral tenure owned by the Don David Gold Mine.

4.6Comment on Section 4

It is the opinion of the QPs that there are sufficient mineral tenure and surface rights to support the LOM mining operations due to the following:

1.the existing and future infrastructure (planned filtration plant and dry stack tailings facility)
2.availability of staff
3.current power, water, communications facilities
4.transportation methods 
5.planned modifications and supporting studies are well-established

5.HISTORY

5.1.Ownership History

The Arista and Alta Gracia Projects are in the regional Tlacolula mining district within the southwestern part of Oaxaca, Mexico. According to the Mexican Geological Survey, the Servicio Geologico Mexicano (SGM) mining activity was initiated in the early 1880s in the Tlacolula mining district, producing some 300,000 ounces of gold and silver from an ore shoot of the La Leona mine. However, no separate amounts of production were reported for each metal. SGM states that in 1892 two smelters were built and operated (Magdalena Teitipac and O’Kelly) near the village of Tlacolula for processing ores from the Alta Gracia La Soledad, San Ignacio y Anexas, La Leona, La Victoria, and San Rafael silver mines. Subsequently, in 1911, Mr. Sken Sanders investigated the Totolapam mining region with a particular interest in the Margaritas mine. Most of these historical mines are situated within DDGM’s mining concessions.

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The Arista and Alta Gracia projects are in the smaller mining sub-districts of San Jose de Gracia and Alta Gracia, respectively. Only small-scale artisanal mining has been historically conducted in these districts. No reliable production records exist for the historic production performed in the Arista and Alta Gracia Project areas.

The Arista Project mining district had been inactive since about the 1950s and the Alta Gracia mining district since the 1980s until Apex Silver Corporation in the 1990s. Subsequently, GRC, through its Mexican subsidiaries, initiated geologic reconnaissance in search of precious metal deposits.

DDGM currently holds an interest in twenty-nine (29) mining concessions in Oaxaca State, totaling 55,119 hectares. Expiration dates associated with the DDGM mining concessions range from March 4, 2023, to November 7, 2066.

5.2.Exploration History

GRC had carried out a continuous exploration program since 2003 when the company took control of the Aguila Project mining concessions, now part of GRC’s Don David Gold Mine. GRC continues the development of an aggressive exploration program that also includes underground mine development, such as access ramps, drifts, and crosscuts into the Arista, Switchback, and Alta Gracia vein systems.

In the 1940s, exploration audits were mined into the Manto Vein, but the results of this activity were not reported. In the 1980s, mining took place on the Alta Gracia property; again, no information on exploration activity is available.

In 1998 - 1999, before GRC’s involvement, the several DDGM concessions were leased to Apex Silver Corporation (Apex). Apex conducted an exploration program involving geologic mapping, surface sampling, and an 11-hole RC drilling program (1,242 m) into the shallow dipping vein, manto-style deposit.

GRC exploration and drilling activities are discussed in the relevant sections in this document

5.3.Prior Mineral Resources and Mineral Reserves

All previously reported Mineral Resource and Mineral Reserve estimates are regarded as prior estimates and are superseded by the current Mineral Resources and Mineral Reserves presented in this Report.

5.4.Production History

The Arista and Alta Gracia Projects are in the smaller mining sub-districts of San Jose de Gracia and Alta Gracia, respectively. Historically only small-scale artisanal mining has been conducted in these districts. No reliable production records exist for the historic production conducted in the Arista and Alta Gracia Project areas. Both are accessed from the Arista mine workings of the Don David Gold Mine. Mining of the Arista deposit was initiated in 2010. The mining of the Switchback deposit began in 2017.

Since the commencement of production from the Don David Gold Mine in 2010, DDGM has produced 324,563 ounces of gold and 23,539,416 ounces of silver from the 5,039,656 tonnes shipped to the DDGM Processing Facility (Table 5.1). In addition, 13,882 tonnes of copper, 57,850 tonnes of lead, and 158,511 tonnes of zinc have been produced from the plant.

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Table 5.1 Don David Mine Production 2010 through 2021

YEAR

MILLED

GOLD

SILVER

COPPER

LEAD

ZINC

TONNES

OZ

OZ

TONNES

TONNES

TONNES

2010

166,237

10,493

111,316

2011

214,215

21,586

2,180,309

620

1,840

3,730

2012

282,120

34,417

2,996,743

986

3,374

9,115

2013

316,270

33,942

3,032,841

926

2,742

7,452

2014

375,623

35,552

3,297,204

1,254

4,555

13,195

2015

413,626

29,644

2,506,337

1,310

4,174

13,900

2016

450,221

27,628

1,857,658

1,035

4,049

14,302

2017

449,177

28,117

1,773,263

1,141

5,365

16,301

2018

611,670

26,838

1,672,034

1,652

7,280

19,808

2019

693,173

29,435

1,722,852

1,859

9,202

23,683

2020

565,346

20,473

1,189,366

1,593

7,725

19,696

2021

501,978

26,438

1,200,291

1,506

7,544

17,696

Totals

5,039,656

324,563

23,539,416

13,882

57,850

158,511

6.GEOLOGICAL SETTING AND MINERALIZATION AND DEPOSIT

6.1.Regional Geology

The regional geology of the Don David Gold Mine is dominated by volcanic rocks of presumed Miocene age that vary in composition from rhyolitic to andesitic, which occur as flows, tuffs, agglomerates, and ignimbrites, as well as intrusive units. These units overly and intrude basement rocks consisting of marine sediments.

The Don David Gold Mine includes mineral deposits over a 55-km NW–SE mineralized trend, which is hosted by volcanic, sedimentary, igneous, and metamorphic rocks ranging in age from Cenozoic to Cretaceous. The regional geology is contained within the Cuicateco, or Juarez, tectonostratigraphic terrane. The Juarez terrane is a west-dipping, fault-bounded prism of variably deformed Jurassic and Cretaceous arc-volcanic and oceanic rocks. The Cenozoic volcanism and subsequent structural overprint is interpreted to be related to subduction along the predominantly convergent southern Mexico plate boundary (Figure 6.1)

Figure 6.2 shows the regional geology for the Don David Gold Mine area taken from SGM (formerly the CRM; Sánchez Rojas et al., 2000). Figure 6.3 shows the stratigraphic column for rock units shown in Figures 6.2 and 6.4 and corresponding to DDGM’s local geologic investigations.

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Figure 6.1 Map of Oaxaca State showing tectonostratigraphic terranes.

Graphic

[Shows approximate location of the Cenozoic (Tertiary) volcanic units.]

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Figure 6.2 Don David Mine Local Geology Showing DDGM Concession Boundaries.

Graphic

[Concession boundaries in yellow (Geology after Sánchez Rojas et al., 2000; map insert from INEGI 2019).]

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Figure 6.3 Stratigraphic Column for the Don David Mine Area

Graphic

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6.2.Local Geology

The Don David Gold Mine is underlain by thick sequences of andesitic to rhyolitic volcanic and volcaniclastic rocks, with intercalated minor sedimentary units, of presumed Miocene age (Ferrusquía-Villafranca and McDowell, 1991). The youngest volcanic units may be of Pliocene age. Multiple, predominantly rhyolitic volcanic domes at various scales have been identified within the district. It is suspected that non-vented domes also occur. These units are unconformably underlain by a basement of Cretaceous marine, locally calcareous sediments.

Figure 6.2 shows the regional geology for the Don David Gold Mine area taken from SGM (formerly the CRM; Sánchez Rojas et al., 2000). Figure 6.3 shows the stratigraphic column for rock units shown in Figures 6.2 and 6.4, corresponding to DDGM’s local geologic investigations.

Figure 6.4 Geologic Map of the Arista Project and Arista Underground Mine Area

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[Map highlights prominent structures and exploration prospects or mines]

6.3.Property Geology

Multiple volcanic domes of various scales dominate the Don David Gold Mine area, and it is suspected that non-vented intrusive domes are also present. These volcanogenic features overly, and are intruded into, a pre-volcanic basement of sedimentary rocks. Gold, silver, and base metal mineralization in this district is related to the volcanogenic system and is considered epithermal in character.

6.3.1Arista Project

A semi-detailed regional geologic map of the area at a scale of 1:5000 was initiated in 2007 by DDGM’s on-site geologic staff (Figure 6.4). The information recorded includes lithology, structural, alteration zone features, and hand sample locations. Data

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based on aerial photographic interpretation and field data were incorporated into the geologic map, continually updated based on new observations.

The Don David Gold Mine Arista property is underlain by a Cretaceous sedimentary lithic sequence, composed of fine-grained sandstones intercalated with shale, siltstone, and calcareous rocks; these have been identified in outcrops on the central part of the Arista Project area surrounding the Cerro Colorado peak and in drill hole intercepts (Figure 6.4). Younger andesitic to rhyolitic volcanic and volcaniclastic units, intrusive dikes, and small stocks of granitic to granodiorite composition crop out within the area and have been intercepted in drill holes. The intrusive rocks may be associated with structural conditions favorable for subsequent deposition of mineralization along dikes, faults, and breccia zones and be related to possible replacement and skarn deposits in good contact zones with the sedimentary sequence.

The mineralized structures appear to be associated with a transtensional structural system intersecting an interpreted Cenozoic-aged volcanic “caldera.”

6.3.1.1 Stratigraphy

The stratigraphy of the Arista Project area can be divided into a Cretaceous basement and overlying Tertiary units, as shown in Figure 6.4. The Cretaceous units are composed of rocks of sedimentary origin, weakly to moderately metamorphosed and often intensely deformed. These rocks are unconformably overlain by the Cenozoic units comprised mainly subaerial volcanic rocks. The rocks of the Cenozoic cover have experienced extensional deformation and, in some places, are gently tilted. The Cenozoic-aged rocks correspond to a period of tectonism accompanied by volcanism, sedimentation, and intrusive magmatic activity associated with the NNE subduction of the Guadalupe plate under southern Mexico (Morán-Zenteno et al., 1999). According to geologic investigations by DDGM’s on-site staff and numerous consultants, the predominant rocks identified within the Arista Project area include Cenezoic volcanic rocks of intermediate to acid composition (andesite to rhyolite).

A summary of the central stratigraphic units determined by the GRC geologists is given below. 

Rocks of Cretaceous Age:

Black Breccia (Ksm Ar-Lu) - The basement rocks within the Arista Project area consist of the Late Cretaceous formation locally referred to as ‘’Black Breccia’’. This formation consists of lithic sedimentary rocks composed of carbonaceous shale, fine-grained sandstone, siltstone, and calcareous rocks, including some layers of argillaceous limestone. The Black Breccia strata occur in thicknesses that vary from 2 - 80 cm, while sandstone beds may reach 1.00 m in thickness. The formation hosts rounded to sub-rounded lithic fragments of a few millimeters up to 1.00 m in diameter, composed of the same host formation that may have originated as a result of tectonic events. This formation occurs in the area surrounding Cerro Colorado peak. According to the SGM (Carta Geológico Minera Totolapan E14-D69, 2003), its thickness is about 300 m to 400 m, and it is of Albian–Maastrichtian age (Mid–Late Cretaceous) based on fossil identification.

Rocks of Cenozoic Age:

The Cenozoic units consist of a series of volcanoclastic deposits interbedded with volcanic rocks of andesitic composition (volcano-sedimentary series) overlain by a succession of andesitic to rhyolitic volcanic rocks occurring as flows, tuffs, ignimbrites, and agglomerates; the units have been classified as follows: 

Volcanic Sediments with Andesites (Tm An-Sed) - consists of intercalated sandstones, tuffaceous sandstones, siltstones, and andesite flows and tuffs. The andesitic flow units occur near the base of the sequence associated with volcaniclastics. This is considered to be grouped within the Laollaga formation and is differentiated from the Tm Tan-An unit by sediments. While currently distinguished, this and the following unit may prove to be a single more diverse unit.
Andesite (Tm Tan-An) - This unit was dated by Petróleos Mexicanos (Murillo and Torres, 1987) as Late Oligocene – Early Miocene age (26.4 +- 1.3 million years, Ma to 19.0 +- 0.95 Ma); while SGM dated this unit as Middle to Late Miocene (15.3 to 17.32 Ma). This unit is classified as a member of the Laollaga Formation and consists of a series of andesite flows, tuffs, and breccia zones with complex contacts between occurrences. The unit crops out in about 60 percent of the Arista Project area proximal to and capping Cerro Colorado Peak.
Rhyolite (Tm Ry) - Consists of rhyolite flows with some pyroclastic phases hosting abundant phenocrysts of plagioclase and quartz crystals (“eyes”). Outcrops are noted in the northeastern and southeastern parts of the project area and overlie the andesite with discordant and structural contacts. In drill holes, it can appear as lithic tuff (e.g.,

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DH-107021). SGM dated this unit as Middle Miocene (16.57 to 15.82 Ma). This rock unit constitutes the core of the Cerro Pilón dome.
Pyroclastic Rhyolite (Tm PclRy – Ry) - This unit crops out within the open pit, around the western slope of Cerro Pilón, and on the slopes and top of Cerro Colorado. The unit consists of a sequence of strata with 10 - 30 cm thick beds, exhibiting clastic textures enclosing rock fragments composed of shale and coarse-grained sandstone within a fine-grained matrix. The unit indicates substantial alteration, including silicification, argillization, and oxidation. This unit may be part of an underlying breccia unit. It has been identified in drill holes 105023, 106005, and 106009 with a thickness of 70 m to 135 m, dated to Middle Miocene age.
Rhyolite Tuff – Ignimbrite (Tm Try – Ig) - This unit occurs on the north-western part of the Arista underground mine area. It consists of pyroclastic units occurring as lithic tuffs with different degrees of consolidation. Typically, outcrops are present in the Chacal creek area, appearing as thin to massive strata 25 - 30 cm thick. The unit contains abundant lithoclasts enclosed by fine-grained matrix hosting quartz “eyes .”It has been considered to be of the Middle Miocene age. According to Lipman (2011), this rock unit may be regarded as an intra-caldera unit due to its significant thickness (260 m) intercepted on the southwestern slope of Cerro Pilón (drill hole 111001).
Rhyolitic Tuff – Agglomerate (Tm Try – Agl) - This unit occurs as a mesa on the Tablón mountain to the northeast of San José de Gracia, consisting of a sequence of stratified lithic tuffs with intercalated ignimbrite beds of up to 5 meters in thickness. These rocks contain quartz crystals, feldspars, and abundant rounded and sub-rounded, poorly classified, slightly consolidated fragments of ignimbrites. The unit has a thickness of about 200 m at the top of the Tablón Mountain. This unit’s physical characteristics, such as stratification including cross-stratification and rounded to sub-rounded fragments, indicate a volcano-sedimentary sequence where the deposition was interrupted by volcanic events that caused deposition of intercalated beds of ignimbrites, rhyolites, and tuffs. It has been defined as of Late Miocene age.
Andesite (TPl An) - This unit consists of massive dark-grey aphanitic andesite with occasional plagioclase crystals. The thickness is estimated at 100 m and is believed to be Pliocene age. Some dikes and sills of this unit intrude the Rhyolite Tuff – Ignimbrite unit at Chacal creek.
Intrusive Rocks:
Granite – Porphyry Rhyolite – Felsic Rhyolite (Tm Gr, Tm PR, Tm Ry-Fel) - A few small outcrops of this unit have been observed within the Arista Project area; notably on the eastern side of the Arista underground mine, and on the upper parts of the Cerro Colorado peak. These rocks are considered to be Middle Miocene age. In outcrop, they appear as granular holocrystalline rocks composed of white feldspar with quartz. These units have been intercepted as dikes in some drill holes of the Arista mine area. The unit appears to be related to other regional rhyolite intrusions and may have played a role in the uplift of the Cerro Colorado dome.

Other Rocks of Quaternary Age:

The youngest rocks identified in the Arista project area include surficial deposits of alluvium, colluvium, and gravel as products of weathering of the surrounding pre-existing units. Locally and particularly near Salina Blanca, active travertine deposition occurs due to infiltration and deposition of carbonate-bearing water, which may indicate a dynamic hydrothermal system and dissolution of carbonate sedimentary rocks.

6.3.1.2 Structural Geology

The Arista project shows a complex structural system with numerous lineaments and geologic structures; many were first identified on satellite images and aerial photographs and later verified during field observations and drilling. Figure 6.4 highlights the prominent structures discussed below.

The identified structures have been used to define a possible regional transtensional wrench-fault system determined by relative movements and inter-relations between the various individual structures. A transpressional system has also been proposed. The most significant regional structures within the Arista project area are summarized as follows:

Río Grande System - Identified along the valley of the Río Grande River in the southern part of the area and is represented by a series of sub-parallel faults, oriented ENE - WSW with a complementary or conjugate sub-perpendicular system with an NW-SE orientation. This fault system seems to be representing the regional trace of a right-lateral strike-slip fault.

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Aire Lineament - Occurs as strong quartz vein (Aire vein) within the Arista mine, along the Aire creek and adjacent to the Arista mine road, striking N25˚W cutting the local andesite and rhyolite units. In the Arista mine area, this lineament changes orientation to the north and appears to intersect two other lineaments, Quiatoni and Higo.
Quiatoni Lineament - This lineament is oriented N60˚E and is located at the eastern side of the Arista mine. It cuts through andesite and a lithic agglomerate tuff unit. Other sub-parallel structures have been identified to the north of the Quiatoni structure, indicating a solid and broad structural system.
Switchback Lineament - Occurs as a sub-parallel structure to the Aire Lineament oriented at N17˚W. It is enclosed by pyroclastic volcanic rocks and rhyolite that constitute the Pilón dome. This lineament was intersected in drill hole 108030 as a significant fault zone.
Higo Lineament - Occurs along the Higo creek oriented N78˚W and is projected from the Arista underground mine to the Arista open pit mine. Outcrops exhibit quartz veins and veinlets along with fractures within the lineament system.
Arista Vein System - Consists of up to 40cm thick vein exposed along Arista ridge oriented N45°W, 70°NE. Drilling has defined this significant vein system to a depth of more than 500m and extending at least 650m along strike with a thickness varying from 3 to 5m. The vein corresponds to high-grade mineralization in the Arista underground mine workings.
Salina Blanca System - Composed of two parallel faults oriented N39°W with fault surfaces dipping to the NE bound sub-parallel structures. These are exposed on the northeast side of Cerro Colorado peak. The structure exhibits lateral and vertical movement, solid silicification, and stockwork quartz veins and often shows disseminated oxidation.
Crestón Fault - Exposed as a sub-vertical structure on the NW flank of Cerro Colorado, it strikes between N55°W to N70°W, with fault surface dipping to the SW. This structure is subparallel to the Escondida and Vista Hermosa fault systems, all of which define the SW flank of a horst structure defined by Cerro Colorado peak.
Escondida Fault - Occurs on the western side of Cerro Colorado peak as a normal fault-oriented N40˚W, dipping to the SW. At the Escondida mine area, where several small mine workings follow narrow veins, this fault is associated with a quartz vein and a rhyolitic dike and base metal mineralization.
Vista Hermosa System - Consists of a group of sub-parallel normal faults with an average strike of N40˚W, dipping to the SW. It is considered part of the “en echelon” fault system that includes Creston and Escondida in the southwestern area of Cerro Colorado peak. This system shows vertical movement and hosts quartz veining with associated mineralization.
Cerro Colorado Fault - Occurs as a curvilinear normal fault orientation N7˚E, N30˚E, and N70˚E on the western and north-western sides of Cerro Colorado peak, respectively. Quartz veins and mineralization are associated with the fault zone, an area nominated as the “Red Zone.”
Chacal Fault - Occurs on the northern side of the Chacal creek oriented N25˚E and exhibits evidence of lateral movement. This fault appears to have been displaced by the Escondida and Vista Hermosa structural systems.

6.3.1.3 Local Structures

A detailed structural examination from underground mine workings, surface exposures, and drill core intercepts (in the regional regime context) provides evidence of transtensional-wrench faulting as the dominant structural control at the Arista Project. Consultants of SRK (Canada) performed site visits and subsequent desktop studies at the mine project in 2012 and 2013, examining the kinematics and overall structural system (Vos et al., 2012; Couture, 2012; Kramer and Couture 2013). Their conclusions support previous conceptual models and are summarized below (Figures 6.5 and 6.6):

The Arista Fault is a northwest-striking, steeply northeast-dipping fault zone that comprises breccia and colloform veins and exhibits evidence for sinistral strike-slip fault movement. It comprises two main segments oriented at 305° and 280° (100°).
The Alta Vein and Vein 3 are northwest-striking, sub-vertical fault zones comprising breccia and colloform veins and exhibit evidence for sinistral strike-slip fault movement with minor components dip-slip movement; additional post mineralization offset is oriented at 345°.

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The 100 Vein, renamed as Vein 1 (Arista NW trend transitioning to Santiago vein), is a 100° (280°)-striking, sub-vertical extensional vein that comprises breccia colloform veins, and exhibits evidence for normal-dextral movement along with a rare sub-fault bounding the vein.
The Baja Vein is a 320°-striking, sub-vertical extensional vein that comprises mainly colloform veins and limited breccia and exhibits only a narrow fault zone along its walls.
Post Mineral Faults - approximately 345° (165°) striking, sub-vertical sinistral strike-slip faults offset gold-silver-lead-zinc-bearing veins and are interpreted to post-date mineralization.

Late structural events are suspected of playing a significant role in the current configuration of vein positions (Figure 6.6) with the most prominent trend-oriented 340-350° (sinistral strike-slip, +/- oblique thrust). Many veins, including Baja, exhibit internal deformation (multiphase concurrent with mineralization and post mineralization), and several veins and splays, including Arista and Vein 3, are suspected of having been juxtaposed side-by-side by the post mineralizing events, such that an artificial thickening of veins results from transposition or “stacking.” Evidence has been documented on measurable fault surfaces exposed in the upper levels of current mine workings on the Arista fault vein, Vein 3, and Baja vein to support this interpretation. Likewise, bonanza grades have been attributed to these intersecting structural sites.

Figure 6.5 Simplified Early Structural Framework Arista System

Graphic

[Highlights observed fault-vein geometries for the Arista mine, inset photo illustrates outcrop expression of dilation jog as favorable sites for vein/mineralization. (mod. from Vos et al., 2012)]

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Figure 6.6 Generalized Late Structural Framework Arista System

Graphic

[Shows post-mineralization deformation of the Arista vein system (mod. from Vos et al., 2012)]

A consultant geologist performed additional structural work in 2018 (Hohbach, 2018) on the Switchback vein system, where similar transposition features are also seen in the principal veins. Hohbach identified four main mineralized structural orientations, which are, from oldest to youngest:

1.F290-305°: parallel to regional features such as the Rio Grande trend, with oblique-slip and right lateral motions interpreted; often associated with higher-grade mineralization
2.F310-320°: normal faults with dip to oblique-slip movements, with generally confined mineralization
3.F340°: parallel deep-seated fractures. With generally confined mineralization and an association with late felsic dykes
4.F090-270°: Swarms of E-W fractures. They are generally very steep and can host narrow high-grade veins; Hohbach postulates that they are conjugate to the F290-305° set.

Hohbach also identified several preferred post-mineralization orientations, namely: FN0°, F60°, F90° (which can be confused with the mineralized set and can have notable offsets), and F325-330°, which can manifest as notable fault zones with significant gouge thicknesses. All late faults can have gouge and generally show minimal mineral alteration.

Most of the mineralized orientations correlate to directions identified by SRK for the Arista vein system.

6.3.2Alta Gracia Project:

Since April 2010, DDGM’s on-site geologic staff has reviewed available information and conducted geological reconnaissance and semi-detailed surface and underground geological mapping on the Alta Gracia property (Figure 6.7). The recorded

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information included lithology, structural, alteration zone features, and hand sample locations. Previous information based on aerial photographic interpretation and field data were incorporated in the geologic map.

6.3.2.1 Stratigraphy

The sedimentary and volcanic units mapped at Alta Gracia are like those observed at the Arista project. Known vein occurrences are mainly hosted in andesitic and rhyolitic units of the Cenozoic age.

The rock units mapped on the Alta Gracia Project can be divided as follows:

Cretaceous-age basement sedimentary rocks (Ksm Ar-Lu) consisting mainly of sandstone and calcareous sandstone units. These units are deformed with numerous folds in moderate to thinly bedded strata. Thick Cenozoic volcano-sedimentary cover also unconformably overlies the Cretaceous sedimentary units. Basement rocks can only be observed in the roadcuts of the Pan-American Highway 190 in the vicinity of the town of San Juan Guegoyache. These rocks possibly correlate with the unit informally named “Black Breccia” of the Arista project. The basement rocks have not been encountered in DDGM’s drill holes, possibly due to the elevation difference between the zone where the basement crops out (1,100 meters above sea level) and the drilling area (1,600 meters above sea level).
Cenozoic-age volcano-sedimentary units consist mainly of pseudostratified tuffs of intermediate composition that vary from ash tuffs to volcanic breccias, medium to coarse-grained texture, and containing principally subangular clasts. Pyroclastic units are locally intercalated with porphyritic andesite flows (Tm Tan-Sed) that are possibly up to 400 meters in thickness. The thickness is variable and ranges from one to a few meters up to 150 meters, based on observations in drill holes completed to date. Also present are localized, possible calcareous horizons with interbeds of colloidal silica within the volcano-sedimentary units. These “exhalative” horizons can easily be confused with limestones interbedded with chert. Rhyolitic flows generally overly the pyroclastic and andesite units and crown the tops of the hills that make up the Alta Gracia area in the vicinity of historic mine workings. Rhyolite flows are typically white but become either yellow or brown when weathered. The texture is generally aphanitic with the presence of quartz and feldspars.
Intrusive dikes of possible granodioritic and felsic composition (Tm Gr, Tm Ry-Fel are also present in Aguacatillo Creek (arroyo). In some drill holes, hypabyssal rocks of probable monzonitic composition have been encountered.

6.3.2.2 Structures

The structural geology of the Alta Gracia area is somewhat masked at the surface by the presence of expansive soils and vegetation. However, numerous quartz veins are in accessible underground workings and prospect pits at Alta Gracia. Veins are mainly hosted in rhyolite at the surface, and andesite was developed in deeper underground mine workings. Two dominant vein trends have been mapped: N30°E dipping 65° - 85°NW and N50°E dipping 65° - 85°NW. Vein widths generally average from 0.2 meters to just over 2 meters (true width). At least nine significant veins/vein systems have been identified at Alta Gracia that include the following:

Mirador Vein - The Mirador vein is a fissure filling vein hosted in andesite with a bearing 240°-250°, a dip of 60°-80°NW and a variable thickness of 0.80 meters to 1.80 meters. The Mirador vein is offset by a system of transverse faults bearing 340°-350°, dipping 45°-60°NE, with displacements of 1 to 11 meters.
Huaje Veins - Two principal parallel veins, separated by 25 to 75 meters, comprise the Huaje vein system. These veins strike from 230°-240° with a dip of 65°-70°NW and variable thicknesses from 0.80 to 0.90 meters. The Huaje veins occur along faults hosted in andesite.
San Juan Veins - The San Juan and at least five subparallel ancillary veins strike 200°-210° with a dip of 60°-80° NW and a variable thickness of 0.30 meters to 1.20 meters. The veins are hosted in rhyolitic flows.
Victoria Vein - The Victoria vein strikes 210°-225°, dipping 70°-80°NW, and has a variable width from 0.15 meters to 0.60 meters. It is hosted in rhyolite flows.
Independencia Vein - The Independencia vein has a bearing of 240°-250°, a dip of 60°-80°NW and average thickness of 0.40 meters to 1.20 meters with intervals of up to 10 meters (pinch and swell). It is mainly hosted in rhyolitic flows.

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Aguacatillo Veins - The Aguacatillo area is comprised of two vein systems with very similar strikes of 040°-050°, dipping 80°-85°SE, and thicknesses varying between 0.25 meters to 0.50 meters. Rhyolitic flows host veins to the west and the east. They occur in andesitic tuff.
Chamizo Vein - The Chamizo vein has a bearing of 260°-280° and dips 45°- 70°NW. The vein contains good base metal values over very narrow widths (0.10 -0.30 meters). The Chamizo vein is hosted in andesitic tuff.
Navajas Veins - Navajas veins consists of a system of subparallel veins of variable thickness (0.20 -0.30 meters) with a bearing of 030°-040°, a dip of 70°-80°SE and contains significant levels of gold and silver. The veins are hosted in rhyolitic flows.
Base Metal Prospect - A prospective area with significant base metal showings in the southwest part of Alta Gracia.

Mineralization is hosted at the rhyolite tuff and andesite contact with abundant carbonate flooding and local fault gouge. Any historic mine workings undefine the area, but mapping indicates that it lies at the intersection of 3 structures. The intersection coincides roughly with an N45E trending fault/contact between andesite and rhyolite.

Figure 6.7 Plan Map Showing Geology and Vein Targets/Prospects at the Alta Gracia Property.

Interfaz de usuario gráfica Descripción generada automáticamente

6.4Description of Mineralized Zones

The Don David Gold Mine mineralization occurs as structurally controlled epithermal deposits in veins and stockwork zones consisting of concentrations of sulfides containing gold, silver, lead, copper, and zinc, associated with gangue minerals such as quartz, calcite and other minor minerals. The economic mineralization at the Arista Mine is gold, silver, copper, lead, and zinc. Structurally controlled epithermal veins and stockwork zones at Alta Gracia Project (Mirador Mine) contain mainly silver-gold bearing sulfides. The economic mineralization currently being exploited at the Alta Gracia Project is only gold and silver.

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Primary sulfide mineralization within the mineralized structures contains pyrite, galena, sphalerite, argentite, chalcopyrite, and other silver sulfosalts associated with quartz and calcite as gangue minerals, are found at depth.

Weathering of the mineralization has caused oxidization and shallow secondary enrichment zones containing sulfosalts (cerargyrite, pyrargyrite, stephanite) and carbonates (cerussite, hydrozincite, hemimorphite), sulfates (anglesite), silicates (willemite), and iron oxides (hematite, limonite, goethite, etc.) that may reach depths of up to 150 m from the surface outcrops. Other mineralization indicators recorded in the rocks, such as alteration-replacement events, include the presence of alunite-natrojarosite-jarosite and widespread sericitization and potassium alteration (adularia), especially in the Margaritas and Trenes prospect areas.

A petrographic study (Hansley, 2014) indicated additional species of silver sulfosalts, including miargyrite, freibergite, and acanthite, associated with mineralization, particularly at the Alta Gracia prospect. Samples from Splay 5 at the Arista mine exhibited abundant gold intimately associated with chalcopyrite, pyrite, and galena. Other key observations included:

Disequilibrium features representing possible hybridization of intrusive units (Chacal-Escondida-Fossil Bend areas),
alteration assemblages such as widespread sericitization and potassium alteration (including adularia) at Margaritas and Trenes, and
The associated Na-K alteration (alunite-natrojarosite-jarosite) indicates a hypogene event in the district.

Figure 6.8 Arista Mine Schematic Cross-Section View Looking Northwest at the Arista and Switchback Vein Systems.

Diagrama Descripción generada automáticamente

Economic concentrations of precious metals are present in “shoots” distributed vertically and laterally between non-mineralized segments of the veins. Vein intersections are locally the site of important historic bonanzas. Overall, the style of mineralization is pinch-and-swell, with some flexures resulting in closures and others generating broad cymoidal breccia zones. A schematic cross-section through the Arista mine illustrates the general geologic configuration based on drilling intercepts (Figure 6.8). Historic Don David Gold Mine production at the Arista underground mine (part of the Arista Project) was mainly extracted from two principal veins, the Arista and Baja, and their related splays within the Arista vein system. Current production is

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focused on the Switchback vein system with extraction principally from the Soledad vein and associated splays and faulted offset sections, including the Selene vein.

Other significant veins and deposits at Arista include the historically exploited Aire and Aguila Manto veins and the recently discovered Sandy, Sasha, and Sadie vein system, between Arista and Switchback. Historic (Pre GRC) underground production was also extracted from the Mirador and other veins at the Alta Gracia Project; Don David Mine production at Alta Gracia has been from the Mirador and Independencia vein systems.

6.4.1Arista Mine

6.4.1.1 Arista Vein

The Arista vein consists of multiple parallel veins and splays of varying lengths and widths associated with the predominant fault bounded structure. The vein is partially enclosed in strongly silicified rhyolite breccia, including stockwork zones related to the vein. The veining is also associated with the structural contact between hypabyssal andesitic rocks and Cretaceous sediments (Black Breccia). Mineralization is multi-phase (related to discrete structural and leaching events within the bounding fault), and restricted mineralogy is associated with variable grades and textures from fault contacts inward. Mineralization occurs within a range/mix of breccia, colloform banded quartz, crustiform quartz, and multi-phase banded sulfides with coarse-grained quartz intergrowths. Base-metal sulfides include massive galena, sphalerite, and chalcopyrite; +/-disseminated remnants of pyrite; +/- trace rhodochrosite; later quartz veins cut through sulfides; other trace sulfides include euhedral arsenopyrite overgrowths on dendritic native silver, magnetite, pyrrhotite, pyrite, acanthite, bornite, and tetrahedrite-tennanite. Areas of secondary sericite, clay, and microcrystalline quartz are often observed in petrographic analysis with complex intermixtures of hydrothermal, metasomatic, and retrograde minerals, including cordierite diopside, albite, calcite, epidote, adularia, chlorite, and clay. EM-EDX analyses confirmed the presence of argentite and freibergite associated with the leaching of base metals. Gold and silver are suggested as occurring late in the paragenetic sequence (after base metal sulfides and after a leaching/fracturing event). Gold occurs as micron-size “inclusions” in “recrystallized” arsenopyrite around vugs; antimony also appears related to gold based on petrographic evidence (Hansley, 2012).

Underground production and exploration of the Arista vein have been developed for more than 600 m of ore grade mineralization along strike and on multiple levels. The surface expression of the Arista vein consists of a narrow zone of silicified outcrop with a very weakly mineralized quartz vein of 20-25 cm width. The Arista vein was first accessed by cross-cutting on Level 2 at 872 meters above sea level (masl), where it occurs as a narrow vein (35 cm to 40 cm). In the mine at 4 Level (831 masl), the vein has a 5.5 m true width. Figure 6.9 illustrates typical vein morphology in underground workings at the Arista mine.

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Figure 6.9 Typical Colloform Banded Style of the Arista Vein

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(Mine Level 6). Vein is nearly 5m wide from foot of miner to upper right of photo as indicated by yellow arrows.

6.4.1.2 Baja Vein

The Baja vein was discovered during an exploration drilling program on the Arista vein and generally hosts high-grade silver mineralization. The Baja vein occurs as a 1.0 m to 1.5+ m wide mineralized structure with mineralization hosted within fractures and associated with crustiform features filling opened spaces. The vein comprises several splays and parallel veins of varying lengths and widths, including Splay 66. The general orientation is 310°-320°, dipping 70°SW to vertical, and has been developed, to date, by underground workings in the Arista mine between 460-800 masl elevations. It has a strike length (defined through drilling) of at least 500 m. The vein typically consists of multi-phase vuggy textured, crustiform banded, coarse-grained quartz, with some quartz replacement of carbonate; in addition, adularia replaced by carbonate has also been noted. Sulfides include fine to very fine-grained and banded occurrences, often disseminated at vein contacts. These are characteristic: bladed galena (possibly replacing carbonate), massive sphalerite, coarse stibnite, fine-grained and disseminated chalcopyrite, and pyrite. Other significant sulfides include proustite (Ag3AsS3), pyrargyrite (Ag3SbS3), and other silver minerals. Petrography has identified submicroscopic gold and argentite (after base metal sulfides), antimony associated with gold, and trace amounts of kyanite, corundum, and garnet.

6.4.1.3 Aire Vein

The Aire vein is located at about 100 m west of the Arista vein and is oriented 345°, dipping 70°SW to vertical. It is hosted mainly by andesite, with some rhyolite occurring to the east of the vein. The Aire vein has been traced for over 400 m along strike. Mineralization styles are similar to those veins previously described with abundant vuggy, replacement (after carbonate),

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coarse and cruciform quartz (locally recrystallized); sulfides often occur as massive masses including sphalerite, galena, proustite (microveinlets in sphalerite), disseminated arsenopyrite, and native silver; accessory minerals include abundant corundum (inclusions in quartz), adularia (as microveinlets) replaced by alunite, rhodochrosite rhombs (suggested as late-stage or post-event), calcite, sillimanite and kaolinite, fine-grained K-spar and rounded zircon. While not economically significant, its exploration led to the discovery of the Arista mine.

6.4.1.4 Soledad Vein (Switchback Vein System)

Surface mapping in the ‘’Switchback’’ Hill area, approximately 500 meters northeast of the Arista underground mine, indicated the presence of an NNW-SSE trending porphyritic felsic dike with associated intense sulfate (gypsum) alteration and minor quartz-amethyst veining, sub-parallel to the Arista vein system. Geochemical rock chip samples taken by DDGM geologists from this altered zone returned base metal anomalies with weakly elevated silver values. Subsequent holes drilled from the Arista mine underground workings along strike to the south of this area intercepted multiple zones of well-mineralized vein material, associated with a strongly porphyritic felsic dike.

Like the Arista vein system, the Switchback vein system consists of subparallel veins, faulted offsets and splays of varying length and width. To date, several significant veins have been identified: Soledad, Selene, Silvia, Sofia, Sagrario and Susana. The quartz +/- minor calcite/dolomite/ankerite veins are hosted in andesite and associated with altered rhyolite porphyry dikes, as well as with contacts to the cretaceous sediments (“Black Breecia”); characteristics similar to the Arista vein. The host rocks of sediments/hornfels, andesite and rhyolite are often strongly silicified and pyritized with locally intense quartz stockwork veining. The principal vein for economic exploitation is the Soledad vein and associated splays as well as faulted offsets which have locally been named as separate veins (e.g. Selene and Silvia). Rhyolite dykes are observed to be both pre- and post-mineral; strong evidence that they are coeval and have an association with mineralization.

The Soledad vein is generally NW to NNW striking, and 55-70°NE dipping. However notable flexures occur along strike and along dip, with sectors of the vein being almost EW or NS striking, while vein dips can be vertical or locally up to 70°SW dipping (in the central NW section of the vein). In the SE the vein is more regularly NE dipping with azimuths of 320°-350° predominating. In the NW sector azimuths of the vein vary from 270°-360° and dips form 70°SW to 60°NE. In general, the vein appears to have developed along several sigmoidal structural zones, with the principal sigmoid associated with the strongest mineralization. The Soledad vein is typically brecciated with fragments of quartz and variably bleached, silicified andesite wallrock fragments with a multi-phase quartz matrix. Carbonates are generally a minor component of the veins. Colloform and/or crustiform textures are common with bands of quartz, sphalerite and galena in places encrusting breccia fragments. Bands of white or amethyst quartz are also present, the latter being both an early and late feature. The breccia matrix mainly consists of fine-grained, dark grey quartz, the dark color due to presence of very fine-grained pyrite. Small, drusy quartz crystals filling vugs are observed locally.

Abrupt changes in styles of veining are evidence for transposition and multiple mineralization events.

The vein mineralization is comprised of pyrite with varying amounts of sphalerite, and galena, commonly banded (where crustiform textures dominate) or disseminated in breccia zone, as well as chalcopyrite. Semi-massive sulfides are locally observed. On a microscopic scale patches and massive zones of sulfides as well as banded zones, notably sphalerite, show dendritic textures (Gissler, 2020 pers. comm.). Gold mineralization occurs at various levels of exploitation. Stronger gold mineralization, especially at deeper levels, is associated with intersections with other vein structures, e.g. the NNW Sofia vein, or structural flexures. Gold mineralization is generally stronger in the upper levels of exploitation. Silver enrichment is generally associated with zones of gold enrichment although there is not an intimate relationship; a well-defined zone of silver enrichment is in the south-central section of the vein.

The wall rocks have been altered by silicification, carbonation and pervasive argillization (smectite-illite-sericite); Hansley (2014) found pyrophyllite and kaolinite as alteration minerals in a rhyolitic dike associated with veining and cut in hole 513028, an indication of acid-sulphate alteration at the time of mineralization.

6.4.2Manto Vein

The Manto vein consists of shallow dipping near-surface epithermal quartz vein oriented 070°, dipping 30°SW. It is composed of sugary to coarse-grained quartz hosted in volcanic hydrothermal breccia (consisting of large blocks of volcanic fragments and tuff). The host rock consists of pyroclastic rhyolitic deposits with bedded structure and textures varying from breccia tuff to lapilli and ash tuff, which is highly silicified and cut by quartz veinlets generating a stockwork, and with strong oxidation after pyrite and marcasite. Some of the fragments within the breccia zone are un-silicified and include fragments of basement sedimentary rocks. Typical mineralization is microcrystalline to coarse and vuggy quartz hosting dominantly “horn silver”

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cerargyrite (AgCl), with the sulfosalts jamesonite and boulangerite present in vugs. In thin polished section, gold appears exclusively within the “horn silver” and occurs with traces of pyrite, electrum, native silver, chalcopyrite, covellite, +/- galena; large black to red oxides are also associated with antimony (bindheimite) and traces of native gold. Accessory minerals include disseminated calcite or aragonite and microcrystalline quartz, jarosite (after pyrite), illite (associated with quartz), leucoxene, and anatase (Hansley, 2008).

6.4.3Alta Gracia Veins

The Alta Gracia property hosts multiple sub-parallel veins and splays of varying length and width. Visible silver mineralization observed in the Alta Gracia veins includes accessory sulfide and sulfosalts such as pyrargyrite-proustite, arsenopyrite, abundant (3-5%) high color euhedral, and disseminated pyrite, sphalerite, traces of covelite, jamesonite, tetrahedrite, stibnite, and galena. Vein textures include carbonate coatings on quartz, bladed carbonate replacement by silica, banding/cockade white to grey quartz, druzy quartz coatings, massive amethyst, and open space voids and clay fillings. Other evidence for the presence of mineralization includes minerals such as malachite-azurite, limonite-hematite, and other oxides; argillization alteration as pervasive kaolinite, sericite, and illite, as well as zones with vuggy silica flooding.

Locally abundant pervasive silicification is noted, which often hosts disseminated pyrite. Examples of mineralized quartz veins at DDGM’s Don David Mine deposits are shown in Figure 6.10

Figure 6.10 Examples of mineralized quartz veins at DDGM’s Arista Mine.

Graphic

A) Colloform banded and crustiform quartz and banded sulfides of the Arista deposit from Mine Level 5 - note red banded mineralization in center (and throughout) is coarse ruby silver bordering banded quartz; view 0.5m wide B) Underground photo of narrow, low-sulfidation quartz vein from the Alta Gracia property. C) Drill core from Alta Gracia showing banded white to dark-gray quartz, open-space druzy quartz coatings, sulfides of pyrite, silver sulfosalts and arsenopyrite.

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6.5Mineral Deposit Types

The San Jose de Gracia and Alta Gracia gold silver sub-districts of the Don David Gold Mine are characterized by classic, high-grade silver-gold, epithermal vein deposits with low to intermediate-sulfidation mineralization quartz-adularia-sericite alteration. The veins are typical of most epithermal silver-gold vein deposits in Mexico with respect to the volcanic or sedimentary host rocks and the paragenesis and tenor of mineralization. The Alta Gracia mineralization is typical of a low-sulfidation deposit (see Corbett, 2008 and Figure 6.11). The Arista mine vein systems are intermediate-sulfidation in nature and standard of many Mexican deposits, characterized by Camprubí & Albinson, 2007, and described as Polymetallic Ag-Au by Corbett.

Figure 6.11 Conceptual model illustrating

Diagram, map Description automatically generated

[Different styles of epithermal, magmatic arc mineralization (From Corbett, 2008).]

Epithermal systems form near the surface, usually associated with hot springs and to depths on the order of a few hundred meters. Hydrothermal processes are driven by remnant heat from volcanic activity. Circulating thermal waters rising through fissures eventually reach a level where the hydrostatic pressure is low enough to allow boiling. This temperature can limit the vertical extent of the mineralization, as the boiling and deposition of minerals are confined to a relatively narrow range of thermal and hydrostatic conditions. In many cases, however, repeated healing and reopening of host structures can occur, imparting cyclical vertical movement of the boiling zone and resulting in mineralization that spans a much broader range of elevation.

As the mineralizing process is driven by the filling of void spaces and fissures, mineralization geometry is affected by the permeability and orientation of the host structures. Mineralization tends to favor dilatant zones in areas where fractures branch or change orientation, which may be driven, in turn, by wall rock competency and a relative hardness of individual strata.

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Low to intermediate-sulfidation deposits are formed by the circulation of hydrothermal solutions that are near neutral in pH, resulting in minimal acidic alteration with the host rock units. The hydrothermal fluid can travel along with discrete fractures creating vein deposits, or it can travel through permeable lithology such as poorly welded ignimbrite flows, where it may deposit its load of precious metals in a disseminated fashion. The characteristic alteration assemblages include quartz, illite, sericite, and adularia, typically hosted either by the veins themselves or in the vein wall rocks. Essentially all of the prominent veins at the Don David Gold Mine have silicification halos.

Epithermal veins in Mexico typically have a well-defined, sub-horizontal ore horizon about 300 m to 1,000 m in vertical extent. High-grade ore shoots have been deposited by boiling hydrothermal fluids. The minimum and maximum elevations of the mineralized horizons at the Don David Mine have not yet been established. However, current production spans a vertical height of approximately 450 m, from 850 down to 400 m above sea level. The mineralized horizon has been extended by drilling another 250 m vertically, down to the 200-meter above sea level.

Similar geologic characteristics are present in other mining districts in Oaxaca. Another example includes Fortuna Silver’s San José mine, located closer to Oaxaca, where mineralization has been reported to span vertical elevation ranges greater than 600 m.

6.6Comment on Section 6

In the opinion of the QPs, knowledge of the Arista and Alta Gracia Deposits, the settings, lithologies, and structural and alteration controls on mineralization is sufficient to support Mineral Resource estimation.

The Alta Gracia project is a typical low-sulfidation epithermal system, while the deposits of the Arista mine are intermediate-sulfidation systems with significant base metal components.

Understanding of the geological setting and an epithermal model concept for the Arista project, including the Arista mine and the Alta Gracia project, is adequate to guide exploitation and ongoing exploration

7EXPLORATION

7.1Introduction

GRC acquired its first properties of the Atista project and began exploration in 2003 with initial efforts on the Manto Vein. The Manto and Arista deposits have been inactive in an old mining district since about the 1950s (Lopez et al., 2012). The Alta Gracia project is in a separate mining sub-district dormant since the 1980s. The numerous remnant historic sites of the small-scale mining and prospecting activities included the property namesake Aguila (‘Eagle’) mine. This site had exploited a shallow dipping (manto-style) vein using underground audits.

From 1998 to 1999, Apex Silver Mines Corporation (Apex) carried out an exploration program involving geologic mapping, surface sampling, and an 11-hole RC drilling program (1,242 m) into the Aguila mine shallow dipping vein (manto-style) deposit; most information from this work is not available.

Don David Gold Mine exploration for precious metals deposits include soil and rock chip sampling, spectral field measurement using a TerraSpec™ reflectance spectroradiometer, petrographic studies, fluid inclusion, geochemical studies, structural mapping, analysis, regional and local detailed geologic mapping, various scaled and themed geophysical studies, specialized reviews, and drilling programs.

First drilling using the RC method was undertaken on the Manto Vein in 2003. Since 2005 GRC has maintained nearly continuous drilling activities, with most of the drilling programs producing diamond drill core. Drilling is discussed in more detail in the later sections.

DDGM’s detailed exploration investigations have been mainly focused on the Aguila open pit and Arista underground mine areas. This area includes the significant Manto, Arist, and Switchback vein systems, and other ancillary mineralized structures. The second area of considerable focus has been the Alta Gracia property. Different mineralized zones and properties have been investigated, including some preliminary drilling in areas such as Escondida, Chacal, Salina Blanca, and Pilón on the Aguila Project and targets on the Margaritas property and the Rey property.

Primary exploration targets are extensions of known vein mineralization at depth and along strike, and other outlying sub-parallel veins present in the main block of contiguous claims that make up the Aguila and Alta Gracia Projects. Continued exploration in the short to medium term will focus on locating sufficient viable mineralization to extend the mine life of the Don David Mine. At the same time, this is considered achievable there are uncertainties and risks associated with exploring

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new areas or extensions to known mineralization. Many known gold and silver-bearing veins on DDGM’s mining concessions have not been fully explored. Mineralized veins are also known to occur on the Fuego property, which is not contiguous with the main concession block, and these veins also warrant further exploration. Relevant exploration work has focused mainly on the Arista and Switchback vein systems of the Arista Project and the Mirador and other veins of the Alta Gracia Project.

For more details on previous exploration programs, the reader is referred to earlier reports on mineral resources and mineral reserves for the Don David Mine (Brown et al., 2020; Brown et al., 2019, Brown & Devlin, 2018, Devlin, 2017, Devlin, 2016, Devlin, 2015, Devlin & Chaparro, 2014, Devlin & Chaparro, 2013, Lopez et al., 2012).

7.2Non-Drilling Exploration Methods

7.2.1Mapping

Geologic mapping, including a compilation of various data sources for the Arista property, has provided a cohesive base for exploration targeting. During the initial exploration, period published maps, and geologic investigations (including isotopic and geochemical analyses; petrographic, structural, and mineral resource studies; regional lithologic definition and correlation and aerial photographic interpretation) were incorporated into maps, and local definition of lithologic units for both surface and mine geology was established. From 2003-2007, GRC’s geologic staff (and consultants) completed semi-detailed geologic maps of the Arista and Alta Gracia property areas at a scale of 1:5,000. Mapping information, including lithologic, structural, and alteration features, were recorded on handheld PC-GPS computers, using the software GeoInfomobile™ and TerraMapper™. Data were, and continue to be, stored in a Microsoft® Access® database and then imported into ArcGIS™ software. Detailed geologic mapping has included examining accessible historic mine and other surface workings. Mapping in conjunction with rock chip sampling has aided in delimiting individual veins and splays at the surface and defined associated highly altered areas for follow-up drill targeting, as well as locating specific host rock units related to mineralization.

7.2.2Geochemistry

Surface geochemical studies have been a fundamental part of the exploration programs on the Don David Mine properties, and much of the property area has been covered by stream sediment sampling and rock chip sampling, with systematic-grid soil sampling and trenching in selected areas.

7.2.2.1 Stream Sediment Geochemistry

The discovery of the Arista deposit was aided particularly by a regional stream sediment evaluation of the property, undertaken in 2006. The study results were reviewed by Jaacks (Jaacks, 2007) and indicated a strong gold anomaly located in the drainage from Manto to the Arista deposit (Anomaly #1). Anomalous Ag, As, Sb, and Hg were shown to accompany the Au anomaly and extend for a distance of at least 1.5 km downstream from the deposit. In addition, the discrimination of 7 other potentially anomalous catchment basins were noted within the property (Figure 7.1), and nearly all were shown to be associated with the occurrence of a rhyolite host rock. The regional anomalies are summarized in Table 7.1, and the related geochemistry from this study is shown in Table 7.2.

The initial investigation determined that stream sediment sampling could locate known mineralization with Au dispersion extending between 0.8 and 2.0 km2 down-drainage. Additional areas for detailed exploration were also identified along the regional west-northwest trending corridor believed to control gold mineralization.

Follow-up work consisted of infill stream sediment sampling conducted along the regional structural corridor (with up to 4-6 samples per km2), local detailed rock chip sampling, and denser grid soil sampling within anomalous catchment basins to better define anomalies for other thorough investigations, including drilling.

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Table 7.1 Regional Anomalies – Location and Geology (Jaacks, 2007)

ANOMALY

SAMPLE

E- UTM14N

N- UTM14N

LOCATION

LITHOLOGY

ALTERATION

#

#

1

1973

807677

1846774

Aire - Higo creek

Rhyolite

Silicification

2

1975

807804

1846722

Aire - Higo creek

Rhyolite

Silicification

3

1977

808981

1845907

South El Aire road

Andesite

Silicification

4

2409

808534

1846516

Aire - Higo creek

Rhyolite

Argillic

5

2424

806928

1847523

Ink Water creek

Andesite

Propylitic

6

3017

805484

1847744

Chacal

Rhyolite

Argillic

7

3048

802925

1849130

Las Margaritas

Rhyolite

 

8

3062

803151

1849688

Las Margaritas

Rhyolite

Propylitic

Table 7.2 Regional Anomalies Geochemistry (Jaacks, 2007)

ANOMALY

SAMPLE

AU

AG

AS

BI

CU

HG

MO

PB

SB

SE

TE

TL

W

ZN

#

#

PPB

PPM

PPM

PPM

PPM

PPM

PPM

PPM

PPM

PPM

PPM

PPM

PPM

PPM

1

1973

139

14.1

392

0.16

13.8

0.21

5.03

17.3

46.4

2.9

0.05

0.6

0.29

31

2

1975

65

2.59

370

0.18

16.1

0.14

5.1

17.4

34.8

2.3

0.04

0.51

0.26

42

3

1977

107

0.17

18.9

0.29

11

0.03

1.28

11.7

1.52

0.2

0.03

0.14

0.26

99

4

2409

52

6.29

899

4.72

21.8

0.19

3.39

48.2

33.4

1.7

0.24

0.92

0.26

158

5

2424

268

3.59

624

0.16

24.2

0.25

7.1

22.9

18

3.5

0.02

2.24

0.41

102

6

3017

35

0.08

23

0.21

10.2

0.07

2.36

13.4

0.66

0.2

0.02

0.19

0.11

69

7

3048

100

63.9

19.3

0.09

13.8

0.4

1.06

99.7

1.53

1.1

0.02

0.12

0.05

133

8

3062

256

3.69

31.3

0.24

7.4

0.03

2

23.2

0.73

0.4

0.01

0.15

0.06

61

In addition, basic statistics, correlation analysis between elements, and geochemical modeling were used to evaluate element associations (Jaacks, 2007), and results suggested several distinct mineralizing signatures were represented in the data. Within the Arista project, it was noted that precious and base metals were deposited in associations related to two events; an earlier skarn event at depth, followed by the main epithermal event of precious-base metal mineralization (Jaacks, 2007). Characteristics of a skarn environment were evident from geochemical sampling studies that demonstrated an association of Au+Ag+As+Sb+Hg+Cu+Pb+Zn+Mo+Bi+W characteristic Au-Ag-base metal veins developed in skarn setting peripheral to an intrusion. The second more limited element suite of Au+Ag+As+Sb+Hg suggests a signature typical of a volcanic-hosted epithermal Au-Ag vein system. Subsequent studies have indicated that veins are zoned from silicate/sulfide-dominant near the surface with increasing amounts of calc-silicate minerals at depth (e.g. Hansley, 2009 & 2012). A third Au association consists of elements Au+Ag+Hg+Mo+Te+Bi which is located within an adjacent catchment basin on the Margaritas project; this gold association has a higher-level volcanic-hosted epithermal gold system which is chemically distinct from the Aguila systems.

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Figure 7.1 Regional Stream Sediment Anomalies (Jaacks, 2007)

Graphic

7.2.2.2 Soil Sample Geochemistry

GRC has undertaken soil sampling programs over several areas, with most work undertaken on the Margaritas and Alta Gracia Projects. All samples from soil geochemistry programs have been submitted to ALS Chemex for analysis. Samples were prepared at ALS Labs Mexico (drying and -80 mesh sieve fraction). Analytical methods were performed on the pulps at ALS Vancouver utilizing 25g aqua regia digestion with an ICP-MS finish for Au. This analysis also included a suite of 51 elements with ICP finish (Method ME-MS41L). A summary of soil geochemistry programs undertaken by GRC on its concessions is provided in Table 7.3.

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Table 7.3 Summary of Soil Geochemistry programs undertaken by GRC, 2012 - 2020

PROJECT

YEAR

LINE ORIENTATION

LINE SPACING (M)

SAMPLE SPACING (M)

TOTAL
SAMPLES

PROGRAM AREA (HA)

El Rey

2011

0-180°

(N-S)

30

10

206

6.4

Las Margaritas

2012

90-270°

(E-W)

50

50

24

8

2013

90-270°

(E-W)

50

50

249

61

2014

35-215°

(NE-SW)

100

30

1,495

447

2015

30-210°

(NE-SW)

100

30

1,657

521.6

2016

30-210°

(NE-SW)

100

30

859

270.4

2018

30-210°

(NE-SW)

100

30

574

216

Alta Gracia

2019

310-130°

(NW-SE)

100

30

288

85

2020

310-130°

(NW-SE)

100

30

426

148.4

7.2.3Geophysics

Geophysical investigations aimed to delimit possible mineral concentrations or favorable structural settings related to mineable resources were undertaken progressively at the Arista property and over GRC’s concession area. These examinations have included airborne and ground magnetometry, airborne radiometry, and ground surveys of induced polarization and magnetotellurics. Specific geophysical programs completed include:

Ground magnetic survey performed by Zonge Engineering and Research Organization, Inc. (Zonge) completed in 2007
Ground magnetic survey performed by Zonge Engineering and Research Organization, Inc. (Zonge) completed in 2011 & 12: Follow-up to 2007 survey
Titan-24 Direct Current (DC)/Induced Polarization (IP)/Magnetotelluric (MT) ground survey performed by Quantec Geoscience (QG) completed 2010.
New-Sense Geophysics Limited (NSG) performed airborne magnetometry and radiometry in 2013.

Most geophysical surveys were completed along northeast-southwest oriented lines, perpendicular to the dominant structural trends. Delineation and interpretation of the source of geophysical anomalies were evaluated with respect to mapped geologic features. Extreme value contrast areas (i.e., with adjacent high and low magnetic responses), primarily if associated with lineaments, were primary targets, as they were considered to be related to alteration and potential mineralization. Magnetic responses of the Manto Vein and the Arista zones were used as guides to identify other potential zones of interest.

Regional structural lineaments (including some vein systems) and other local structural fabric orientations were interpreted from detailed magnetic contrasts and often supported by corresponding MT and IP signatures. Radiometric signatures of uranium, thorium, and potassium helped follow up larger high-response magnetic delineated areas and often correlated well with intrusive or more intensely altered volcanic rocks. Potassium was considered a key indicator of hydrothermal alteration based on its association with the Arista and Manto deposits.

Interpretation of the airborne magnetic data using standard digital image processing techniques and inversion modeling helped extend the interpretations of known mineralized structures and identify areas of potential magnetite destructive alteration and skarn mineralization (Ellis, 2013). The magnetic highs were generally related to buried intrusions, such as the sizeable magnetic anomaly outlined in Figure 7.2 for the Arista project area. Integrating 3D modeling with geology helped define drilling targets at the mine scale and better understand the regional geology. For example, a distinct magnetic low is associated with the Arista epithermal deposit, whereas peripheral magnetic highs typically indicate mixed intrusive rocks and related skarn (Figure 7.3). It is noteworthy that the subsequently discovered Switchback deposit is associated with a magnetic low anomaly.

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Figure 7.2 Aerial magnetic survey of DDGM’s Oaxaca properties.

Graphic

[Magnetic highs (red and magenta colors) are interpreted to be generally related to buried intrusions. A possible intrusion is interpreted to lie below the Aguila (Arista Mine) project area (black outline) (Ellis, 2013).]

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Figure 7.3 3D Voxel model section view

Diagrama Descripción generada automáticamente

[Amplitude component of the magnetic susceptibility inversion model from aerial magnetic survey in the Arista project area. The image is shown looking west. Red is high susceptibility and blue is low susceptibility. The Arista vein system is shown as black shapes (Ellis, 2013). In computer-based modeling or graphic simulation, a voxel is an array of elements of volume that constitute a notional three-dimensional space, especially each of an array of discrete elements into which a representation of a three-dimensional object is divided.]

7.2.4Petrographic, Fluid Inclusion and Other Studies

Numerous investigators have been contracted to help characterize the geology and mineralization of the Don David Mine projects in Oaxaca. Most studies have focused on the Arista project and the Arista mine, but work has also been undertaken on the Alta Gracia, Margaritas, and Rey properties.

Much work has focused on petrographic studies, with a summary of petrographic description studies given in Table 7.4; it should be noted that many studies contain only descriptions with no formal report.

In addition, fluid inclusion work on Arista and Alta Gracia veins have been undertaken by various researchers/authors, including Reynolds (2011, 2012), who noted that “The nature of the quartz and the fluid inclusion textures within the quartz all indicate that the environment of precipitation is intermediate-sulfidation epithermal. Many different types of quartz are present in the core samples, and the highest temperature inclusions were found in the euhedral quartz crystals with homogenization temperatures of about 250°C and salinities of 1 wt%NaCleq.”

He also stated: “Boiling fluids at such temperatures require that pressures during trapping of the inclusions were about 40 bars, corresponding to a depth of about 400 m from the water table. Furthermore, comparing these data with other Mexican intermediate-sulfidation IS type of deposits of Camprubí and Albinson in GSA Special Paper 442, 2007. It is possible that significant base and precious metal mineralization could continue for hundreds of more meters below the current level of exploration.” Another notable study is that of Cabrera Roa (2019).

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Table 7.4 Summary of Petrographic Thin and Polished section Studies

YEAR**

AGUILA*

ALTA GRACIA

MARGARITAS

EL REY

EL FUEGO

DESCRIPTIONS BY

2018

2

4

3

2

2

SGM, Oaxaca

2014

15

4

11

Hansley, P.

2013

11

2

4

Talavera, O.

2012

86

Hansley, P

2010

4

UNAM

2009

32

Hansley, P./ Aquino, A.

2008

17

Hansley, P./ Aquino, A.

2007

61

Aquino, A./ Farfan, J.L.

* Includes Arista, Switchback and Manto deposits

** Excludes samples of unknown provenance, or lacking detailed information (e.g. Cabrera Roa, 2019)

On-site field studies have been undertaken by authors such as Hedenquist, 2008 & 2010; Meinert, 2010 on epithermal and skarn characterization, respectively; Jones (e.g., 2008, 2013), who undertook work on the definition of possible calderas; and Lipman, 2011, on an additional volcanic definition.

During 2020 Petrographic and fluid inclusion studies were started as part of a doctoral study of the Arista mine mineralization system; these studies are ongoing, with 2020 advance affected by the COVID-19 pandemic.

7.3 Exploration Activities 2021

7.3.1Arista Project

Underground drilling during 2021 continued to define and explore extensions of veins currently in production in the Arista Mine on both the Arista and Switchback systems; the Switchback vein system extends for over one km and remains open on strike vertical extent with exploration continuing to expand its footprint. In addition, a new vein system, the Three Sisters, between the Arista and Switchback systems was drilled for Resource expansion. Surface geologic mapping and rock chip sampling also continued in the vicinity of the Arista Mine, the Manto Vein open pit, Cerro Pilon, Cerro Colorado, and other prospects of the Arista project; follow-up drilling was undertaken in the Arista deposit south, Cerro Colorado, and Cerro Pilon areas. Condemnation drilling of the zone below the Manto open pit was performed Additional information on 2021 drilling activities is given in the drilling sections of this report.

7.3.2Alta Gracia Project

The 2021 Alta Gracia exploration program mainly included surface geological mapping and rock chip of the recently identified early exploration stage Fundición prospect. The new information will guide future soil geochemistry and surface drilling programs. Re-interpretation of stream sediment sampling identified one new target for exploration in the Alta Gracia property area.

7.4 Exploration Drilling

The subsurface investigation by drilling has been a primary exploration tool. It has aided in defining three deposits that have been mined on the Arista property and two mined deposits on the Alta Gracia property. Initially, in the 1990s, shallow testing (<100m) was undertaken by RC methods, before GRC’s involvement in the project, to examine the sub-cropping historic Aguila mine shallow-dipping, manto-vein deposit. During the early 2000s, a combination of RC and core drilling further defined the mineralization of the Manto deposit. In 2005-2006 drilling had succeeded in determining the early indications of the Arista deposit. In 2007, the “discovery drill hole” into the Arista deposit (drill hole 107080) was completed, and additional core and RC drilling confirmed the presence of significant mineralization. Subsequent drilling led to the definition of the heart of the Arista vein system, and by 2010, GRC had declared official production at the Arista mine. By 2013, drilling had intercepted more than ten significant veins, most notably the Arista and Baja veins, and an equal number of vein splays of the

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Arista system. Other drill testing included flanking areas on the Aguila property, such as Escondida, Salina Blanca, Cerro Colorado, Fossil Bend, Chacal – Red Zone, Pilon, and other regional exploration targets.

During 2013, the synthesis of exploration information led company geologists to examine a new area, the Switchback target, following up a suspected parallel structure about 500 m to the northeast of the Arista deposit. Favorable indications from geologic mapping and surface investigations of a hilly area along a narrow switchback road had intrigued the team, as it exhibited similarities to the Arista vein system, including the presence of an NNW-SSE trending porphyritic rhyolite dike, gypsum (sulfate alteration), quartz vein fragments, minor quartz-amethyst veining, moderate-intense argillic and patchy intense iron oxide alteration, and a subparallel structural orientation, albeit offset to the northeast. Geochemical rock chips from this altered zone returned base metal anomalies with weakly elevated silver values. However, due to limited surface access, it was decided to utilize the nearest underground location in the Arista mine for drill testing, some 500 m to the southwest. The initial drill program consisted of holes drilled from the Arista mine at shallow dips across the Switchback target zone (more than 500 m below and 700 m to the southeast of the mapped surface indications). The discovery drill holes included 513016 (the main hole) and drill holes 513023, 513024, and 513028 (wedge holes off the main hole). Continued drilling identified sufficient mineralization to justify development access into the Switchback deposit. Mining of the Switchback system began in 2017. Drilling of the system has been ongoing, and the mineralized system has been extended by drilling along strike and dip.

Drilling of targets outside the Arista project area, which hosts the Arista and Switchback deposits, has resulted in the definition of mineralization which has been mined on the Alta Gracia project, with operations developed on both the Mirador and Independencia deposits, as well as defining the La Tapada vein on the Margaritas project. DDGM continues to drill targets based on-field results and interpretation.

Total exploration drilling by DDGM through the end of December 2021 on the Don David Mine amounts to 425,186 meters and 1,609 drill holes (Table 7.5). Surface drill holes completed through December 31, 2021, at the Don David Gold Mine are shown in Figure 7.4, with underground drill holes in Figure 7.5. The drilled meters and number of holes reported differ slightly from previously reported figures, based on a revision of the drill hole database in 2021, part of the company´s ongoing internal review process

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Figure 7.4 Surface Drill Hole Location Map of the Don David Gold Mine

(Completed drill hole traces, up to 31 December 2021, shown in magenta).

Map Description automatically generated

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Table 7.5 Don David Mine Exploration Drilling Activity through December 31, 2021

PROJECT & YEAR

RC - SURFACE

CORE - SURFACE

CORE - UNDERGROUND

TOTAL

NO. OF

METERS

NO. OF

METERS

NO. OF

METERS

NO. OF

METERS

HOLES

HOLES

HOLES

HOLES

Arista (includes Manto, Arista & Switchback Veins)

2003

63

3,840

5

52

0

0

68

3,892

2005

0

0

37

2,808

0

0

37

2,808

2006

0

0

13

1,688

0

0

13

1,688

2007

103

10,527

93

15,195

0

0

196

25,722

2008

0

0

46

17,220

0

0

46

17,220

2009

0

0

12

7,394

0

0

12

7,394

2010

0

0

36

14,000

0

0

36

14,000

2011

0

0

43

21,026

44

5,182

87

26,208

2012

0

0

62

32,204

78

8,994

140

41,198

2013

0

0

94

36,688

64

14,819

158

51,507

2014

0

0

69

29,999

25

10,753

94

40,753

2015

0

0

58

15,491

41

12,011

99

27,502

2016

0

0

0

0

53

15,535

53

15,535

2017

0

0

0

0

41

13,021

41

13,021

2018

0

0

0

0

28

12,308

28

12,308

2019

0

0

0

0

35

11,094

35

11,094

2020

0

0

7

3,180

38

9,471

45

12,651

2021

 

 

30

9,929

112

25,104

142

35,034

Arista Total

166

14,367

605

206,874

559

138,292

1,330

359,533

Rey

2007

0

0

12

1,276

0

0

12

1,276

2008

0

0

36

3,997

0

0

36

3,997

Rey Total

0

0

48

5,273

0

0

48

5,273

Alta Gracia

2011

0

0

37

8,270

0

0

37

8,270

2012

0

0

12

3,262

0

0

12

3,262

2014

0

0

39

7,614

0

0

39

7,614

2015

0

0

9

2,554

0

0

9

2,554

2017

0

0

44

9,939

0

0

44

9,939

2018

0

0

20

4,279

0

0

20

4,279

2019

0

0

18

3,162

0

0

18

3,162

Alta Gracia Total

0

0

179

39,081

0

0

179

39,081

Margaritas

2012

0

0

15

5,002

0

0

15

5,002

2013

0

0

9

3,033

0

0

9

3,033

2015

0

0

23

10,409

0

0

23

10,409

2016

0

0

5

2,855

0

0

5

2,855

Margaritas Total

0

0

52

21,299

0

0

52

21,299

GRAND TOTAL

166

14,367

884

272,527

559

138,292

1,609

425,186

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Figure 7.5 Arista Mine Underground Drill Hole Plan Arista Mine

(Completed drill hole traces, up to 31 December 2021, shown in black).

Diagram, engineering drawing Description automatically generated

7.4.1Core Drilling Methods

Several contracting firms have performed exploration drilling (e.g., Alta Drilling International S. de R. L. de C.V., GeoDrill S.A. de C.V., Major Drilling de Mexico S.A. de C.V., Maza Diamond Drilling S.A. de C.V.). These companies operate from bases in various localities throughout México. In 2021, DDGM used four diamond drill rigs for exploration and infill programs, provided by a contractor, Major Drilling de Mexico S.A. de C.V. (Major), for both underground and surface drilling.

The majority of exploration drill holes, and all drill holes since 2008, have been drilled by wireline diamond drill coring. Core size produced is typically 2.5 inches or 63.5 mm (a.k.a. HQ)) and to a lesser extent 1.875 inches or 47.6 mm (a.k.a NQ). Conventional core handling methods and wax impregnated cardboard core boxes for collection and storage are used by the contractors. Core runs are typically 3 meters or 1.5 meters; in long holes, in non-mineralized zones, runs of 6 meters are used to increase drill productivity. In the fractured ground, the blocky nature of the core can result in considerably shorter runs, with core recovery being the priority. The drill crews insert wooden blocks to mark the end of each core run, with hole depth, drilled interval, and the driller´s recovery estimate marked on the blocks. Both surface and underground drill holes are cased at their start.

7.4.2Geological and geotechnical logging procedures

The core from the continuous surface and underground exploration drilling is logged, sampled, and stored at the same core facility. Core from diamond drilling is placed in boxes, and drill contractor personnel transport the core to the central core

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facility. Sample handling at the core facility follows a standard industry-accepted procedure, during which depth markers are checked and confirmed; the outside of the boxes are labeled with interval information; the core is washed and photographed; the recovery and rock quality designation (RQD) are logged for each drill hole.

The geology of the core is logged, and the geologist marks potential mineralized zones for sampling. Sample lengths are determined, where possible, by mineralogical or lithological characteristics. Samples are taken where the geologists believe there is a reasonable chance of obtaining significant results and where sampling is required for continuity of assay data. The core is generally not sampled over the entire drill hole length. The sampling crew then splits the core with a diamond saw, as indicated by the geologist, and one-half of the core is placed in a numbered bag and sent to the laboratory for analysis. The other half of the core is returned to the core boxes for storage. Generally, the samples represent core lengths of less than 1.50 m; the minimum sample length is 0.3 meters. Sample tags are stapled inside the boxes. Sampled core intervals are also photographed after sampling.

Bulk density measurements were routinely determined on whole drill core samples for each potentially mineralized vein. Geologists selected the particular samples as part of the routine logging procedure. Measurements were performed at the DDGM on-site analytical laboratory utilizing the volume displacement method. Selection of the particular samples was performed by geologists as part of the routine logging procedure.

The management, monitoring, surveying, and logging of surface and underground exploration drill holes are carried out under the supervision of the DDGM exploration staff. Production (infill) drill holes are managed by the mine geological team, with sampling support provided by the exploration department. DDGM’s surface and underground drill hole samples are processed at the DDGM exploration office and core processing facility.

7.4.3Drill core recovery

All drill core measures recovery and rock quality designation RQD were recorded manually and uploaded into the GeoInfo Tools database. Ground conditions are generally good, resulting in excellent core recovery. Core recovery is typically high, within mineralized zones on all projects, due to the association with silicification and the preferred use of HQ diameter core. One drill hole, 513116, had a notably poor recovery, sufficient to identify the Switchback mineralization but was subsequently re-drilled using wedges to provide adequate information.

7.4.4Extent of drilling

To date, drilling on the Arista vein system has been conducted over a strike length of approximately 1,700 m, with the maximum depth extent to the 0 masl elevation, about 930 meters below the surface. The Switchback vein system has been conducted over a strike length of approximately 1,100 meters, with the maximum depth extent to the 200 masl elevations, about 800 meters below the surface.

Drilling of the Alta Gracia mineralized zones has been conducted over a strike length of approximately 1,300 meters, with a maximum depth extent to the 1,150 masl elevations, about 450 meters below the surface.

7.4.5Drill hole collar surveys

Surface drill hole collars were surveyed using total station and differential GPS survey methods. Concrete monuments are constructed for each drill hole with drill hole name, and total depth, azimuth, and inclination are recorded. Underground drill holes collars are surveyed using total station methods. All project survey data are recorded in the UTM grid using the World Geodetic System 1984 (WGS84).

7.4.6Downhole surveys

Downhole surveys are undertaken on all diamond core drill holes; early RC drill holes in the Manto Vein pit area were not surveyed. Surveys have been taken approximately every 50 meters for most drill holes, except for narrow core definition drill holes performed by the mine geology department. Since 2017 the company policy has been to record an additional survey at approximately 17 meters depth (beyond the limit of casing effects), with the depth extended if necessitated by casing depth. Most surveys were performed using a Reflex EZ-TRACTM, some holes were surveyed using a Reflex ™ FlexIT Smart tool. The drilling contractor carries out all surveys. The downhole survey is downloaded to CSV files by Reflex™ proprietary software and loaded into the GeoInfo Tools database.

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7.4.7Drill Campaigns

7.4.7.1 1999 Apex Silver Corporation RC Drill Campaign

During 1998-1999 Apex undertook an 11-hole reverse circulation (RC) drilling program (1,242 m). No information from this drill program is in GRC´s database apart from location and hole lengths. All holes are reported as being vertical in the database.

7.4.7.2 2003 Drill Campaign

During 2003 GRC completed a total of 68 RC drill holes (3,840 m) in the vicinity of the shallow-dipping, manto-style vein. The maximum hole depth was 90 meters, with most drill holes less than 60 meters. RC drill holes were sampled and logged every 2 meters. In addition, five shallow diamond-core drill holes were completed for 51.5 meters of drilling, using a man-portable Winkie drill; core size is not recorded, although this drill is typically configured for “A” or” E” drilling string (+/-2.5 cm diameter). The maximum depth of the hole was 20 meters. These drill holes were nominally sampled every 2 meters, with sample ranges from 0.7 – 3 meters; no lithological information is recorded for these five drill holes. RC results were sufficiently encouraging for GRC to continue exploring the Arista property.

7.4.7.3 2005-2006 Drill Campaigns

During 2005 and 2006 GRC undertook its first major diamond drill campaign on the Arista property with a total of 35 drill holes completed for 3,207.15 meters of coring focused on the Manto target and some drilling on the upper part of Cerro Colorado. A further 15 core drill holes (1,288.35 meters) targeted areas close to the historically mined Aire vein in the vicinity of what is now the Arista mine. All samples from 2005 were analyzed by the Servicio Geológico de México laboratory in Oaxaca city for gold and silver using the fire assay method, while in 2006 all samples were analyzed by ALS Chemex; subsequent to this, all exploration samples have been analyzed by ALS Chemex. The 2005-2006 campaign succeeded in defining the early indications of the Arista deposit as the exploration footprint expanded to test other nearby historic surface workings as well step out to targets derived from the ongoing surface exploration work.

7.4.7.4 2007 Drill Campaigns

In 2007 both RC and diamond drill core programs were undertaken, with both the Manto Vein and the Arista mine area (known as the Aire zone at the time) being targeted. The Manto Vein mineralization continued to be defined with 72 RC drill holes (6,234.3 meters) and 34 diamond core holes (4,124 meters) completed. In the Arista mine area, a total of 31 RC drill holes (4,292.7 meters) and 59 diamond core drill holes (11070.64 meters) were undertaken. During the 2007 campaign, the Arista deposit “discovery drill hole” (107080) was completed. This drill hole intercepted three mineralized zones over a total intercept length of 35 m averaging 2.81 g/t Au,137 g/t Ag, 0.38% Cu, 1.54% Pb, and 5.58% Zn, including a higher-grade interval averaging 8.01 g/t Au, 329 g/t Ag, 0.76% Cu, 1.92% Pb and 9.92% Zn over 7.5 m. This discovery occurred while drilling beneath a small quartz vein outcrop associated with the historic Aire vein prospect. The 2007 RC drill campaign was the last time this method was used on the Don David Mine properties.

In 2007 a small diamond drill core program was undertaken on the Rey property with 12 drill holes (1,276 meters) completed. This drilling confirmed the potential for significant gold mineralization in two east-west trending quartz veins approximately 50 km NW of the Arista property

7.4.7.5 2008 - 2009 Drill Campaigns

The 2008 drill campaign focused on the newly discovered Arista vein and defined multiple sub-parallel veins within the system.

During 2008 a total of 46 core diamond drill holes (17,219.59 meters) were completed. At this time, the significant Baja vein in the footwall of the Arista vein was defined. In 2009 drilling continued to follow up on the growing Arista deposit, albeit at a reduced tempo. In 2009 a total of 12 drill holes (7,393.57 meters) were completed.

During 2008 additional drilling was undertaken on the Rey property, with 36 drill holes completed for 3,996.85 meters of coring. Three drill holes in this campaign had intercepts, of 1- 3-meter lengths, with average gold grades over 30 g/t and silver above 44 g/t.

7.4.7.6 2010 Drill Campaigns

In 2010 drilling focused on testing additional targets on the Arista property defined by surface mapping and sampling. Most drilling was undertaken to follow up on targets on the Cerro Colorado peak and its flanks; four drill holes tested the Salina

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Blanca zone, almost two kilometers to the southwest of the Arista system. The Arista property exploration program drilled 29 drill holes for 10,496.85 meters of coring. In addition, seven drill holes (3,503.4 meters) were completed in the Arista system.

7.4.7.7 2011 Drill Campaigns

During 2011 drilling focused on the Arista system, with both surface and underground drilling undertaken. Underground exploration drilling was performed by contract drills and an in-house Termite drill; the latter was used for shorter definition drill holes. A total of 23 underground exploration drill holes were undertaken (4,120.1 meters), with 21 Termites holes also completed (1,062.31 meters). All Termite drill holes were logged and sampled by the exploration group. Forty-two drill holes were completed from the surface targeting the Arista vein system for 20,613.68 meters of coring. In addition, one surface drill hole (412.3 meters) was drilled into the Chacal exploration target to the northwest of Cerro Colorado peak.

During 2011 GRC initiated drilling on its Alta Gracia property, where targets were defined from numerous historic workings combined with geologic mapping and sampling. A total of 37 drill holes (8,269.7 meters) were completed on the Alta Gracia property in 2011.

7.4.7.8 2012 Drill Campaigns

In 2012 drilling was performed from the surface and underground into the Arista deposit: On the surface, a total of 43 drill holes were completed (26,819.4 meters). A total of 29 underground exploration drill holes (6,417.16 meters) and 49 narrow-core Termite drill holes were completed (2,576.79 meters) during the year. All Termite drill holes were logged and sampled by the exploration group. Additional surface drilling on the surrounding Aguila project was undertaken at depth below the Manto Vein open pit, and into the southern flank of Cerro Pilon, a rhyolitic dome north of the Manto Vein; a total of 9 drill holes were completed (4943.5 meters).

A small follow-up drilling program was undertaken on the Alta Gracia project with 12 drill holes completed (3,262.25 meters), exploring previously drilled structures and new targets.

Margaritas is another area with known historic workings, which were mainly exploited in the late nineteenth/early twentieth century. Drilling of targets on the Margaritas property was initiated in 2012. A total of 15 holes were completed (5,002 meters).

In addition, ten geotechnical drill holes for the tailings dam expansion were undertaken, with 440.9 meters of drilling completed. The holes were logged, and the data was included in the geological database for the Arista Project.

7.4.7.9 2013 Drill Campaigns

While drilling continued on the Arista deposit in 2013, the year was most notable for discovering the Switchback vein system. The discovery drill holes included drill hole 513016 (the main hole) and drill holes 513023, 513024, and 513028 (wedge holes off the main hole). During 2013 a total of 10 drill holes (5,553.75 meters), including the three wedges off the first hole, were undertaken in the Switchback zone. Drilling of the Arista deposit continued from surface and underground: The program consisted of 24 underground exploration holes (7,659.05 meters) and 30 Termite holes (1,606 meters), as well as 49 surface drill holes (23,783.15), including some testing for possible extensions to the SE and SW. All Termite drill holes were logged and sampled by the exploration group. Drilling on surrounding areas on the Arista project focused on the Salina Blanca target (1.8 kilometers southwest of the Arista mine) and testing objectives under and adjacent to the tailings dam expansion; a total of 45 drill holes (12,905.2 meters) were drilled on non-mine exploration targets.

In addition, nine drill holes (3,033.25 meters) were undertaken on the Margaritas project, primarily focused on the San Ignacio Target.

7.4.7.10 2014 Drill Campaigns

In 2014 drilling continued on the Arista and Switchback vein systems in the Arista Mine. On the Arista system, a total of 33 surface drill holes (12,244.25 meters) and 15 underground exploration drill holes (4,749.7 meters) were undertaken; in addition, 41 underground Termite drill holes (2,478.34 meters), for mine definition, were completed. On the Switchback system, a total of 10 drill holes (6,003.75 meters), all drilled from the Arista workings, were undertaken. From 2014 onwards, Termite drill holes were logged by the mine geologists. On the surrounding Arista project, a total of 36 drill holes (17,755 meters) were completed; most drilling was undertaken in the vicinity of the Manto Vein with additional work on the Salina Blanca, Chacal, and Cerro Colorado targets.

The Alta Gracia project drilling in 2014 focused on four veins systems - Mirador, Huajes, Independencia, and San Juan; a total of 39 drill holes (7,614.35 meters) were completed.

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7.4.7.11 2015 Drill Campaigns

During 2015 underground drilling on the Arista and Switchback continued. A total of 16 underground exploration drill holes (8,005.95 meters) were undertaken on the Switchback veins and 25 underground exploration drill holes (4,004.92 meters) on the Arista veins; in addition, 73 Termite drill holes (5,212.07 meters) for mine definition were undertaken. Ten surface drill holes (3,631.31 meters) were completed on the Arista system, exploring the Santiago vein. Forty-eight drill holes (11,860 meters) were conducted on the Manto Vein, Chacal, Salina Blanca, and Cerro Colorado areas on the surrounding Arista project area.

During 2015 drilling was also undertaken on the Alta Gracia and Margaritas projects. At Alta Gracia, a total of 9 drill holes (2,554.15 meters) were completed with efforts focused on the Mirador vein. On the Margaritas project, a total of 23 drill holes (10,408.78 meters) were completed, with drilling focused on the La Tapada and Victoria targets.

7.4.7.12 2016 Drill Campaigns

During 2016 the underground exploration drilling carried on from the previous year’s program, with increased exploration on the Switchback vein system. A total of 29 exploration drill holes (10,156.4 meters) were undertaken on the Switchback veins, including three drill holes drilled primarily for geotechnical evaluation but also sampled for mineralization. On the Arista veins, 24 exploration drill holes (5,378.25 meters) were undertaken; in addition, 58 underground Termite drill holes (2,511.77 meters) for definition drilling were undertaken.

No surface drilling was undertaken on the Arista project area, which includes the Arista and Switchback deposits, during 2016.

A limited exploration surface drilling program was undertaken at the Margaritas project on the Trenes zone, with five drill holes (2,855.25 meters) completed.

7.4.7.13 2017 Drill Campaigns

During 2017 mine development entered the Switchback vein system to begin mining the known veins. Consequently, some drilling of this zone was possible from footwall locations considerably closer to the veins than had been possible for previous drill holes. During 2017 a total of 26 underground exploration drill holes (9,723.84 meters) were undertaken into the Switchback system; in addition, 32 Termite drill holes (880.1 meters) were completed for vein definition. On the Arista veins, a total of 15 drill holes (3,296.94 meters), targeting the recently discovered Splay 31 vein, were completed; in addition, 20 Termites drill holes (1,215.8 meters) were undertaken.

Surface drilling during 2017 was undertaken at the Alta Gracia project with 44 drill holes (9,939.15) meters completed; in addition, a total of 8 Termite drill holes (295.95 meters) were completed into the Mirador vein system in support of mining development.

7.4.7.14 2018 Drill Campaigns

During 2018 exploration drilling continued to focus on extending the mineralization of the known deposits being actively mined: Arista, Switchback, and Alta Gracia. This year, the mine also acquired the Ingetrol drill machine to enable longer and larger diameter definition drill holes.

On the Switchback deposit, a total of 17 exploration underground drill holes (7,892.4 meters) and 44 mine definition drill holes (1861.65 meters) were undertaken. On the Arista deposit, a total of 11 exploration underground drill holes (4,415.1 meters) and 14 mine definition drill holes (743.7 meters) were undertaken.

On the Alta Gracia project, exploration drill holes targeted veins proximal to the Mirador deposit and other vein systems on the project. A total of 20 surface exploration drill holes (4,278.8 meters) were completed on the Alta Gracia project; in addition, 24 mine definition drill holes (1,236 meters) were conducted on the Mirador deposit.

7.4.7.15 2019 Drill Campaigns

In 2019 the underground exploration drilling on the Switchback deposit focused on the northwest zone of mine development. A total of 16 underground exploration drill holes (6,830.15 meters) were undertaken on the Switchback deposit, with 16 mine development drill holes (1,707.55 meters) also drilled. On the Arista deposit, a total of 17 underground exploration drill holes (4,264.15 meters) were undertaken, with ten mine development drill holes (1,012.1 meters) drilled.

In Alta Gracia, exploration drilling focused on the Independencia deposit, which had become the focus of mining activities on the project. Exploration was undertaken from the surface and an underground drill station (13 drill holes) on the access ramp.

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A total of 18 exploration drill holes were completed for 3,162.25 meters of drilling; in addition, 34 mine definition drill holes (2,902.4 meters) were completed on the Independencia deposit. All exploration drilling was included in the surface exploration program and is reported as such.

7.4.7.16 2020 Drill Campaigns

Underground drilling during 2020 continued to explore extensions of veins currently in production in the Arista Mine, including the Soledad, Selene, Sadie, and Sasha veins in the Switchback vein system and the Baja Candelaria, Mercedes, Splay 66, and Splay 31 veins of the Arista vein system.

Twenty-four (24) underground diamond drill holes totaling 6,721.55 meters were undertaken on the Switchback deposit and related structures. Fourteen (14) underground drill holes totaling 2,479.7 meters were completed on the Arista deposit; in addition, two (2) mine definition drill holes (94 meters) were completed on the Switchback deposit, and forty (40) definition drill holes (4,351 meters) were completed on the Arista deposit. On the surrounding Arista project area, seven (7) surface diamond drill holes totaling 3,180.15 meters were completed during 2020.

From two underground exploration drill stations located in footwall developments ramp of the mine’s Switchback vein system, eleven (11) drill holes confirmed up-dip extensions of the Switchback vein system in its thicker central – northwest sector and narrow vein mineralization near its southeastern limits.

From the underground exploration drill station located in a footwall development ramp of the mine’s Switchback vein system, five (5) drill holes confirmed the up-dip extensions of the Switchback vein system approximately 35 meters (two mine levels) above the 2020 mine workings.

7.4.7.17 2021 Drill Campaigns

In 2021 surface and underground drilling focused on the Arista project. Underground drilling during 2021 continued to explore extensions of veins currently in production in the Arista Mine and significant infill drilling for Reserve definition. Drilling was predominantly focused on the Switchback vein system, although both the Arista and newly defined Three Sisters vein systems were also drilled.

Drilling of the Switchback system consisted of both step-out expansion programs and infill definition drilling. Thirty-one (31) underground exploration drill holes were undertaken in 2021 in the Switchback project area totaling 9,881.3 meters of core. Eleven (11) holes targeted the Three Sisters vein system for 3,618.45 meters of drilling, which primarily targeted northwest extensions of the Sandy vein. One (1) exploration hole was drilled to the northeast of the Switchback system with a total of 1,917.9 meters completed on this target, with one hole begun in 2020 also completed. Additionally, an infill Reserve definition drill program was undertaken on the Switchback vein system with fifty-seven (57) holes completed for 7,982.7 meters of coring. On the Arista vein system, a total of eleven (11) infill Reserve definition drill holes were drilled in 2021 for 1,704.1 meters of coring on the Splay 5 vein. This drilling is reported in Table 7.5. Figure 7.6 shows underground exploration drill holes completed in 2021.

In-house underground mine production definition drilling was also performed on veins in the Arista and Switchback vein systems. In Arista production, core drilling focused on the Splay 5, Baja, and Candelaria veins with a total of fifty-three (53) production definition drill holes undertaken, totaling 3,579.45 m. In Switchback twenty-one, production holes were drilled for 1,673.6 meters. Figure 7.7 shows production (Ingetrol and Termite) drill holes completed in 2021.

Surface drilling in the Arista project included five (5) holes totaling 2,056.6 meters on the Santiago vein and seven (7) exploration holes totaling 4,931.75 meters to test for southeasterly extension of the Arista vein system and targets in the Cerro Pilon and Chacal zones. In addition, a condemnation drill program was undertaken below the Manto Vein open pit before the construction of the dry stack facility. It confirmed there was insufficient mineralization to support additional mining in this area. A total of 18 condemnation holes were completed for 2,941.1 meters of drilling.

The infill drilling programs successfully defined additional Reserves within existing Resources. They extended the Resource limits in the Switchback and Three Sisters vein systems, most notably up-and-down dip in the Southeastern part of the Soledad vein.

In the latter part of the year infill, Reserve definition drilling was begun on the Splay 5 vein. Expansion drilling confirmed the presence of significant mineralization up to 100 meters below mining operations. Down-dip drilling in the northwestern sector of Soledad also identified additional potential for extension to Reserves.

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Exploration drilling of the Switchback system was undertaken from footwall drill stations in access developments on levels 27 and 20 of the Switchback for the infill programs and from stations in dedicated drill developments at the northern and southern limits of the Switchback system. Drill Development North (DDN) was initiated as a NE heading cross-cut ramp from the Arista level 3 heading towards the northern boundary of the Switchback system by year-end. This heading was being developed in the hanging wall and parallel to the Switchback and Three Sisters systems to the NW. Drill Development South (DDS) was developed from a pre-existing cross-cut to the Switchback system on Level 17. It is set in the Switchback system hanging wall close to the southern limits of mine development; and will continue being developed to the SE. A plan view and typical operational cross-section of the southeastern Switchback mining area are shown in Figures 7.8 and 7.9; notable intersection results are shown in Table 7.7.

Drilling of the Three Sisters vein system was from a drill station between the Arista and Switchback systems in the Drill Development North and focused on the Sandy veins. Formerly considered part of the Switchback system, drilling confirmed that the Sandy veins continue to the northwest and remain a significant target for continued exploration, similar to the Switchback veins. While the Three Sisters is considered a different target to the Switchback system, limited evidence from drill holes shows a linkage between these two systems, albeit only weakly mineralized. Notable intersection results are shown in Table 7.6.

Figure 7.6 Plan view of Arista and Switchback vein systems showing exploration holes drilled during 2021

Diagram Description automatically generated

[Expansion and Infill]

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Figure 7.7 Plan view of Arista and Switchback vein systems showing production core holes drilled during 2021

Diagram Description automatically generated

[Ingetrol and Termite holes]

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Figure 7.8 Plan view of Switchback SE mining area showing exploration holes drilled during 2021
to test southeastern expansion and definition of the Soledad and Sagrario veins
.

Diagram Description automatically generated

[2021, December 31 Resource Models]

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Figure 7.9 Cross section view of Switchback SE mining area showing holes

521115, 521120,521152, 521038

Chart, line chart Description automatically generated

7.4.8Drill Sections

Representative drill sections displaying mineralized interpretations of the Arista and Switchback deposits in the Arista mine (Figures 7.10 and 7.11) and two sections of the Mirador and Independencia mineralized zones on the Alta Gracia project (Figures 7.12 and 7.13). Sectional interpretations are initially based on drill sections and then refined using systematic sections. Due to logistical and access issues, drilling along systematic sections has been difficult. Most drilling has been undertaken using fan patterns in plan and vertical sections and targeting based on long section impact spacing. Typical systematic drill sections, as presented in this report section, often only show partial traces of drill holes, which fall within section corridors.

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Figure 7.10 Arista Mine, Arista Deposit section displaying mineralization, modelled vein solids and lithology

Diagram Description automatically generated

60


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Figure 7.11 Arista Mine, Switchback Deposit section displaying mineralization, modelled vein solids and Lithology

Diagram Description automatically generated

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Figure 7.12 Alta Gracia Project, Mirador Deposit section displaying mineralization, modelled vein solids and Lithology

Chart Description automatically generated

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Figure 7.13 Alta Gracia Project, Independencia Deposit section displaying mineralization, modelled vein solids and Lithology

Diagram Description automatically generated with medium confidence

7.4.9Summary of drill intercepts

Drill hole intercepts for two zones drilled in 2021 are presented in this section. These are representative of how results have been, and are, reported and are a subset of data pertaining to the Arista project. The results presented do not represent the total mineralized intercepts that have been drilled on the Don David Mine projects. Some intercepts reported were received after Resource estimation data cut-off date and were not used for Resource estimation.

Significant drill hole results from 2021 drilling of the main Switchback and Three Sisters vein systems are summarized in Tables 7.6 and 7.7 and highlights include:

Hole # 521001 (Switchback step-up):
o3.48m grading 4.84 g/t gold, 69 g/t silver, 0.87% copper, 1.48% lead, 3.95% zinc
Hole # 521014 (Switchback step-up):
o0.35 m grading 2.58 g/t gold, 1,675 g/t silver, 0.83% copper, 1.80% lead, 2.55% zinc
Hole # 521026 (Switchback step-down):
o12.96m grading 2.22 g/t gold, 43 g/t silver, 0.59% copper, 0.82% lead, 3.31% zinc incl. 3.80 m grading 6.68 g/t gold, 113 g/t silver, 1.67% copper, 2.50% lead, 9.37% zinc
Hole # 521034 (Switchback step-down):

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o10.44m grading 1.24 g/t gold, 118 g/t silver, 0.63% copper, 2.78% lead, 12.98% zinc incl. 4.31 m grading 0.09 g/t gold, 172 g/t silver, 0.87% copper, 3.58% lead, 21.84% zinc
Hole # 521038 (Switchback step-down):
o5.89m grading 1.71 g/t gold, 127 g/t silver, 0.71% copper, 4.78% lead, 9.54% zinc incl. 0.91 m grading 7.84 g/t gold, 102 g/t silver, 0.94% copper, 7.64% lead, 9.19% zinc
Hole # 521115 (Switchback step-down infill):
o10.11m grading 14.94 g/t gold, 194 g/t silver, 0.35% copper, 0.96% lead, 2.24% zinc incl. 4.19 m grading 35.98 g/t gold, 438 g/t silver, 0.81% copper, 2.16% lead, 3.65% zinc
Hole # 521116 (Switchback step-down infill):
o1.57m grading 10.99 g/t gold, 30 g/t silver, 1.05% copper, 2.79% lead, 6.69% zinc
Hole # 521120 (Switchback step-down infill):
o15.26m grading 2.98 g/t gold, 218 g/t silver, 1.33% copper, 2.20% lead, 4.02% zinc incl. 2.65 m grading 5.06 g/t gold, 302 g/t silver, 0.24% copper, 2.93% lead, 4.04% zinc, and 1.09 m grading 4.57 g/t gold, 365 g/t silver, 3.81% copper, 4.66% lead, 8.36% zinc
Hole # 521129 (Switchback step-down infill):
o2.32m grading 6.48 g/t gold, 114 g/t silver, 0.75% copper, 2.62% lead, 3.96% zinc incl. 0.30 m grading 45.50 g/t gold, 180 g/t silver, 2.24% copper, 7.63% lead, 13.80% zinc
Hole # 521130 (Switchback step-down infill):
o5.31m grading 1.73 g/t gold, 27 g/t silver, 0.59% copper, 1.31% lead, 3.48% zinc incl. 1.94 m grading 4.58 g/t gold, 59 g/t silver, 1.27% copper, 3.04% lead, 8.66% zinc
Hole # 521147 (Switchback step-up infill):
o2.80m grading 4.63 g/t gold, 97 g/t silver, 1.44% copper, 3.83% lead, 2.84% zinc
Hole # 521150 (Switchback step-up infill):
o9.28m grading 1.22 g/t gold, 150 g/t silver, 0.51% copper, 2.25% lead, 7.99% zinc
Hole # 521152 (Switchback step-up infill):
o9.66m grading 1.06 g/t gold, 131 g/t silver, 0.39% copper, 2.88% lead, 10.43% zinc incl. 2.37 m grading 1.79 g/t gold, 432 g/t silver, 0.27% copper, 9.03% lead, 26.04% zinc
Hole # 521157 (Switchback step-up infill):
o8.64m grading 0.84 g/t gold, 138 g/t silver, 0.41% copper, 5.53% lead, 16.58% zinc
Hole # 521158 (Switchback step-up infill):
o3.42m grading 2.06 g/t gold, 451 g/t silver, 0.60% copper, 3.25% lead, 10.77% zinc
Hole # 521162 (Switchback step-up infill):
o3.74m grading 1.50 g/t gold, 160 g/t silver, 0.38% copper, 1.99% lead, 15.23% zinc
Hole # 521173 (Switchback step-down infill):
o15.29m grading 0.93 g/t gold, 295 g/t silver, 0.75% copper, 1.72% lead, 5.26% zinc, incl. 6.04 m grading 0.99 g/t gold, 620 g/t silver, 1.42% copper, 2.71% lead, 5.17% zinc
Hole # 521187 (Switchback step-down infill):
o21.27m grading 0.32 g/t gold, 120 g/t silver, 0.63% copper, 1.65% lead, 5.84% zinc,
Hole# 521021 (Three Sisters step-out):
o7.40m grading 1.88 g/t gold, 37 g/t silver, 0.55% copper, 2.79% lead, 2.44% zinc incl. 2.77 m grading 4.88 g/t

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gold, 75 g/t silver, 0.93% copper, 6.40% lead, 3.96% zinc
Hole# 521023 (Three Sisters step-out):
o8.67m grading 5.95 g/t gold, 269 g/t silver, 0.28% copper, 1.81% lead, 2.96% zinc incl. 2.74 m grading 11.50 g/t gold, 517 g/t silver, 0.45% copper, 2.99% lead, 4.05% zinc

Exploration results presented in this section have been or will be used to estimate Resources for identified veins. Other vein results may be used for Resource estimation if justified by additional interpretation. Other recent exploration activities presented in previous sections are early-stage activities that will require significant activity to bring to a Resource estimation standard.

Table 7.6 Significant Drilling Results for the Three Sisters Vein System, 2021.

HOLE
ID

VEIN

FROM
(M)

TO
(M)

INTERVAL
(M)

ETW*
(M)

AU
( G/T )

AG
( G/T )

CU
( % )

PB
( % )

ZN
( % )

521021

Sandy 1

275.77

284.44

8.67

5.57

1.61

33

0.48

2.40

2.13

Incl.

278.23

281.00

2.77

1.78

4.88

75

0.93

6.40

3.96

521022

235.29

239.97

4.68

3.83

0.95

12

0.26

0.52

3.02

521023

Sandy 1

356.36

361.82

5.46

2.73

5.95

269

0.28

1.81

2.96

Incl.

356.36

359.10

2.74

1.37

11.50

517

0.45

2.99

4.05

521033

Sandy 1

258.46

262.24

3.78

2.43

0.03

37

1.29

0.38

1.46

521037

Sandy 1

240.89

244.39

3.50

2.25

1.55

121

0.12

1.35

2.00

521042

Sandy 2

266.60

269.72

3.12

2.56

1.23

199

0.14

0.61

2.18

*Estimated True Width, based on core intersection (alpha) angle methodology (Marjoribanks, 2010)

Table 7.7 Significant Drilling Results for Switchback Vein System, 2021

HOLE
ID

VEIN

FROM
(M)

TO
(M)

INTERVAL
(M)

ETW*
(M)

AU
( G/T )

AG
( G/T )

CU
( % )

PB
( % )

ZN
( % )

521001

Soledad

194.23

197.71

3.48

2.67

4.84

69

0.87

1.48

3.95

521004

Soledad

242.15

251.23

9.08

7.44

1.56

20

0.30

0.62

1.61

521014

Vein

194.07

201.12

7.05

4.53

1.32

23

0.29

1.07

3.25

Soledad

205.87

206.22

0.35

0.30

2.58

1,675

0.83

1.80

2.55

521026

Soledad

323.93

336.89

12.96

8.33

2.22

43

0.59

0.82

3.31

Incl.

326.99

330.79

3.80

2.44

6.68

113

1.67

2.50

9.37

521027

Soledad

307.25

310.22

2.97

1.70

0.04

28

1.03

0.42

7.11

Vein

324.26

325.71

1.45

1.19

2.16

90

0.49

11.65

3.24

521034

Sagrario

 

346.06

356.50

10.44

5.99

1.24

118

0.63

2.78

12.98

 

Incl.

347.60

351.91

4.31

2.47

0.09

172

0.87

3.58

21.84

Soledad

 

374.88

383.17

8.29

5.33

0.61

17

0.54

0.89

2.01

 

Incl.

380.60

383.17

2.57

1.65

1.60

33

0.79

2.61

5.49

521035

Vein

 

349.20

352.63

3.43

2.97

0.15

68

0.71

2.81

5.10

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521038

Sagrario

 

367.48

373.37

5.89

4.82

1.71

127

0.71

4.78

9.54

 

Incl.

372.46

373.37

0.91

0.74

7.84

102

0.94

7.64

9.19

521115

Vein

 

56.53

57.96

1.43

0.72

4.04

87

1.20

3.18

1.95

Soledad

 

59.97

70.08

10.11

7.15

14.94

194

0.35

0.96

2.24

 

Incl.

59.97

64.16

4.19

2.96

35.98

438

0.81

2.16

3.65

521116

Soledad

 

75.98

82.00

6.02

3.01

1.96

45

1.21

0.91

3.23

 

Incl.

78.02

80.84

2.82

1.41

4.08

82

2.02

1.69

6.02

Vein

 

84.27

89.29

5.02

2.51

1.29

76

1.59

2.78

9.69

 

Incl.

84.27

87.50

3.23

1.62

1.95

103

2.44

4.24

14.63

Vein

 

97.16

98.73

1.57

0.66

10.99

30

1.05

2.79

6.69

 

Incl.

97.16

97.74

0.58

0.25

28.00

58

2.03

7.19

14.00

Sagrario

 

103.03

108.21

5.18

1.77

0.06

82

0.07

0.43

2.98

521118

Soledad

 

95.70

113.62

17.92

11.52

0.09

151

0.16

0.73

6.16

 

Incl.

106.31

109.30

2.99

1.92

0.02

132

0.57

0.51

15.94

 

Incl.

111.33

113.62

2.29

1.47

0.05

477

0.15

1.18

6.10

521120

Vein

 

107.12

110.80

3.68

1.26

0.07

111

0.02

1.27

6.38

Soledad

 

115.18

130.44

15.26

5.22

2.98

218

1.33

2.20

4.02

 

Incl.

117.11

119.76

2.65

0.91

5.06

302

0.24

2.93

4.04

 

Incl.

120.88

124.68

3.80

1.30

2.90

278

1.41

2.28

5.86

 

Incl.

125.40

126.49

1.09

0.37

4.57

365

3.81

4.66

8.36

 

Incl.

127.05

130.44

3.39

1.16

4.30

129

2.85

2.90

3.49

521121

Soledad

 

127.05

131.72

4.67

3.58

0.02

25

0.20

1.21

1.35

Vein

 

147.68

148.69

1.01

0.65

0.04

175

0.67

2.99

3.97

Vein

 

159.27

166.78

7.51

4.83

0.17

12

0.23

0.02

0.27

521126

Soledad

 

56.94

59.13

2.19

1.41

0.18

45

0.94

2.49

15.60

521127

Soledad

 

60.63

63.90

3.27

2.10

0.06

106

0.25

0.35

1.63

521128

Vein

 

97.18

102.75

5.57

3.58

0.01

25

0.02

0.03

0.06

521129

Vein

 

115.67

117.28

1.61

1.03

0.07

3

0.05

0.01

0.01

Soledad

 

156.90

159.22

2.32

1.33

6.48

114

0.75

2.62

3.96

 

Incl.

158.92

159.22

0.30

0.17

45.50

180

2.24

7.63

13.80

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521130

Soledad

 

82.07

87.38

5.31

3.41

1.73

27

0.59

1.31

3.48

 

Incl.

85.44

87.38

1.94

1.25

4.58

59

1.27

3.04

8.66

521132

Soledad

 

126.73

139.65

12.92

6.46

0.90

60

0.78

1.94

3.38

 

Incl.

130.18

134.18

4.00

2.00

2.75

135

1.78

5.57

8.54

521133

Soledad

 

63.92

64.89

0.97

0.69

0.04

41

0.78

0.15

2.69

 

Sagrario

 

78.74

80.55

1.81

1.04

0.07

50

0.42

1.54

3.63

 

 

Incl.

80.23

80.55

0.32

0.18

0.31

141

1.98

6.64

9.96

521135

Soledad

 

75.60

77.89

2.29

1.47

0.05

103

0.66

2.82

12.73

 

Vein

 

92.10

96.59

4.49

2.89

0.08

60

0.53

5.21

8.72

 

 

Incl.

92.10

92.67

0.57

0.37

0.10

117

1.10

9.46

18.75

521147

Soledad

 

156.25

159.05

2.80

2.14

4.63

97

1.44

3.83

2.84

 

Incl.

156.25

157.06

0.81

0.62

14.00

129

3.05

11.40

6.25

521148

Soledad

 

122.75

130.11

7.36

6.67

0.74

112

0.56

2.86

12.38

521149

Soledad

 

141.67

146.91

5.24

2.62

0.18

77

0.57

1.68

5.70

 

Incl.

144.96

146.91

1.95

0.98

0.21

127

0.52

3.71

9.17

521150

Soledad

 

140.67

149.95

9.28

7.11

1.22

150

0.51

2.25

7.99

 

Incl.

140.67

145.50

4.83

3.70

1.21

209

0.49

3.31

13.05

521151

Soledad

 

146.28

150.17

3.89

2.23

1.71

27

0.31

0.84

7.72

 

Incl.

147.51

149.56

2.05

1.18

2.78

40

0.39

1.34

12.42

521152

Soledad

 

130.60

140.26

9.66

6.83

1.06

131

0.39

2.88

10.43

 

Incl.

137.89

140.26

2.37

1.68

1.79

432

0.27

9.03

26.04

521154

Soledad

 

134.50

138.32

3.82

1.91

0.68

112

0.58

2.76

7.41

Soledad

Incl.

134.50

136.00

1.50

0.75

1.49

106

1.01

6.03

9.63

521157

Soledad

 

115.35

123.99

8.64

6.62

2.06

451

0.60

3.25

10.77

521158

Soledad

 

121.87

125.29

3.42

2.96

0.84

138

0.41

5.53

16.58

521162

Soledad

 

131.66

135.40

3.74

3.24

1.50

160

0.38

1.99

15.23

521164

Vein

 

46.78

49.90

3.12

2.21

0.88

16

0.25

0.33

8.77

521165

Vein

 

84.04

86.30

2.26

2.12

0.53

20

0.31

0.26

4.10

521166

Susana N

 

8.21

15.00

6.79

3.40

0.13

145

0.56

1.22

5.13

521167

Susana N

 

23.61

52.00

28.39

12.00

0.06

105

0.42

1.93

5.27

 

Incl.

31.91

42.77

10.86

4.59

0.07

180

0.24

4.57

11.76

521169

Vein

 

69.56

72.75

3.19

2.44

0.07

57

0.40

0.58

9.08

521173

Soledad

 

88.65

103.94

15.29

10.81

0.93

295

0.75

1.72

5.26

 

Incl.

89.56

95.60

6.04

4.27

0.99

620

1.42

2.71

5.17

521186

Soledad

 

124.55

130.36

5.81

2.46

0.55

81

0.28

0.86

5.02

Vein

 

139.21

140.84

1.63

1.53

4.23

190

0.57

0.42

1.32

521187

Soledad

 

79.41

100.68

21.27

13.67

0.32

120

0.63

1.65

5.84

 

Incl.

80.55

84.00

3.45

2.22

0.29

239

1.31

2.72

9.89

 

Incl.

93.11

95.73

2.62

1.68

0.29

179

0.71

2.90

7.37

* Estimated True Width, based on core intersection (alpha) angle methodology (Marjoribanks, 2010)

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7.5Other Exploration Activities

Regional and local detailed geological studies, including geochemical and geophysical examinations, focused on past exploration programs on the Don David Gold Mine. These studies currently serve as the basis for four main exploration target areas, namely the Arista, Alta Gracia, Margaritas, and Rey projects. Data for these projects are reviewed and updated regularly.

7.6Exploration Potential

There is significant potential for further discoveries in the Don David Gold Mine properties. To date, most activities have focused on near-mine areas. However, GRC continues to evaluate green- and brownfield opportunities on its Oaxaca properties. Recent exploration activities reported in the previous sections of this report are focused on early-stage targets primarily defined by geochemical sample assay results and geological mapping if already undertaken. Significant work needs to be conducted to develop these targets to determine if they can contain Mineral Resources.

7.7Comment on Section 7

In the opinion of the QP:

The mineralization style and setting of the Don David Gold Mine area is sufficiently well understood to support Mineral Resource and Mineral Reserve estimation
Exploration methods are consistent with industry practices and are adequate to support continuing exploration and Mineral Resource estimation
Exploration results support DDGM’s interpretation of the geological setting and mineralization
Continuing exploration may identify additional mineralization that could support Mineral Resource estimation.

The QP has the following observations and conclusions regarding drilling conducted at the Property since 2020:

Data were collected using industry-standard practices
Drill orientations are appropriate to the orientation of the mineralization for the bulk of the area where Mineral Resources have been estimated (see Section 7.5 and Section 10.9 for representative cross-sections showing geology and mineralization, respectively)
Core logging meets industry standards for exploration of epithermal-style deposits. Geotechnical logging is sufficient to support Mineral Resource estimation
Collar surveys have been performed using industry-standard instrumentation
Downhole surveys performed during the drill programs have been performed using industry-standard instrumentation
Drilling information is sufficient to support Mineral Reserve, and Mineral Resource estimates

8SAMPLE PREPARATION, ANALYSES, AND SECURITY

The samples used in the mineral reserve estimates include both diamond drill core and underground chip channel samples. Routine sampling at the Don David Gold Mine includes process and tailings samples and concentrate samples. Aside from their functions in maintaining good operations performance, these samples are essential for reserve validation and reconciliation of production to reserves. Don David Gold Mine maintains sample preparation and laboratory facilities at the DDGM Processing Facility.

An external laboratory analyzes all exploration samples. Since 2006 the exploration department has used the ALS Global Group (ALS) for assaying. The ALS laboratory in Vancouver, where all exploration samples are analyzed, is ISO/IEC 17025:2017 accredited for the techniques utilized for DDGM samples.

8.1.Exploration and Drill Hole Samples

All DDGM’s surface exploration samples of rock and soil and surface and underground exploration drill core were bagged and tagged at the Don David Gold Mine core facility and shipped to the ALS preparation facility in Guadalajara, Mexico. After preparation, the samples were sent to the ALS laboratory in Vancouver, Canada. All samples are logged into the ALS group´s

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Laboratory Information Management System (LIMS), which enables tracking of sample status. Core samples generally range in length from 0.3 meters to 1.5 meters, with occasional longer samples. Surface exploration rock and soil samples were analyzed as described in the section on soil sampling.

Drill samples were dried and jaw crushed to 70 percent -10 mesh at the ALS preparation facility in Guadalajara. A subsample of 250 grams was pulverized with a ring pulverizer and then sent to ALS in Vancouver for assaying. Preparation (crush) duplicates and analytical (pulp) duplicates were split from the samples at the crushing and pulverization phases of sample preparation, respectively. Certified reference materials (standards and blanks) were inserted into the sample stream before submittal, and the laboratory was asked to analyze the samples in the sequence submitted.

In Vancouver, ALS analyzed the samples for gold using a 30-gram fire assay digestion with an atomic absorption finish (Method Au-AA23). Silver was analyzed by three methods depending upon the grade of the sample. All samples were analyzed for silver using an aqua regia digestion of 0.5 g sample with an ICP-OES finish (Method ME-ICP41). Any sample exceeding 100 ppm Ag was reanalyzed using an aqua regia digestion on 0.4 g of the sample, followed by an ICP-AES finish (Method Ag-OG-46). Any samples exceeding 1,500 ppm Ag were reanalyzed using a 30-gram fire assay with a gravimetric finish (Method Ag-GRA21). The samples were analyzed for copper, lead, and zinc using an aqua regia digestion of a 0.5 g sample with an ICP-OES finish (Method ME-ICP41). Any sample with copper, lead, or zinc concentrations exceeding 10,000 ppm was reanalyzed using an aqua regia digestion of a 0.4 g sample followed by an ICP-AES finish (Method OG46). Samples with Pb concentrations exceeding 20,000 ppm and zinc concentrations exceeding 30,000 ppm were reanalyzed using 4-acid digestion with a titrated endpoint to determine Pb and Zn concentrations.

Check assaying of underground channel samples was done by ALS. Underground development drill core samples are sent to DDGM’s in-house laboratory at the Aguila Project. The samples are crushed using jaw crushers to 90% minus 12 mesh. The crushed material is split to obtain a 200 g sample pulverized with ring pulverizers to get a 90% minus 100 mesh sample used for analyses. After analysis, a pulp duplicate and the coarse reject material is collected by exploration personnel and stored with exploration coarse reject and pulp material for six months and then discarded. Oxide samples are analyzed for gold and silver by fire assay (approximately 30 g). Sulfide material is analyzed by fire assay for gold and silver with copper, lead, and zinc analyzed by atomic absorption spectrophotometry following 2-acid digestion.

8.2.Chip Channel Sampling

The mine geologists manage the chip channel sampling process. After blasting each round, the mine geology department takes underground channel samples from mineralized zones, hanging walls, and footwall in the faces.

Chip channel sampling is conducted along the sub-level drifts in the mineralized zones. Channel samples are the primary means of sampling in the mine. They are taken horizontally across the faces of drifts and other workings, across the back of the drifts, and occasionally from sidewalls. While facing, the heading sampling is taken from the footwall of the vein structure to the hanging wall, with the entire face sampled in production headings. Past samples have been taken perpendicular to the vein structure, but this is not current practice.

Channel samples are taken using a rotary percussive drill or occasionally with chisel and hammer, collected in a canvas tarp, and deposited in numbered bags for transportation to the laboratory; in the past, sampling was performed solely with chisel and hammer. The canvas tarp is cleaned between each sample, and in the fractured ground, the face is cleaned after each sample to avoid contamination. The samples are sealed in plastic bags with a plastic tie before being sent to the Don David Mine laboratory.

Sampling crews typically take channel samples at regular intervals of 4 to 5 m along the working, depending on daily mine development, with typically five to eight samples along every sample channel “line” on new openings (drifts, crosscuts, ramps, stopes, etc.). Currently, there are multiple underground openings along the Arista and Switchback veins. Generally, 10-20 channel samples are taken per day from mine development and stopping areas in the Arista underground mine. Each sample typically weighs approximately 3 kg.

Channel samples are taken in consecutive lengths of no less than 0.3 m and no more than 1.50 m along the channel; sample limits are defined based on geologic features such as wall rock type, mineralization type and intensity, quartz characteristics, silicification, veinlets, stockwork zones, and other features. If there is more than one vein present or divided by waste rock, then each of the divisions is sampled separately. The geologist painted the channels for sampling and numbered them on the drift wall for proper orientation and identification. The individual channel sample assays are composited to determine the average grade of each channel.

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Where possible, sample locations are subsequently surveyed by underground surveyors. However, sample locations are typically obtained by chaining a mine survey point using a 30 m or 50 m tape measure. The elevation relative to the survey point and orientation of the sample relative to the wall were also recorded.

The sample location is later manually entered into a sample database and treated as a string of samples in a drill hole type database. In the past, the start and endpoints for each sample were surveyed. It was then presented as a single string of samples in the database like a drill hole. Sample locations are plotted on stope plans using various software applications. The sample numbers and location data are recorded in the GeoInfo Tools (Microsoft SQL Server with Microsoft Access interface) database. Upon receiving assays, technicians and geologists produce reports for day-to-day monitoring and grade control.

Assaying at the Don David Gold Mine Laboratory uses the same techniques described in the previous section for core samples. The mine recovers the pulp duplicate, and selected samples are submitted to ALS for QAQC.

8.3.Mill Sampling

DDGM maintains the DDGM Processing Facility's sample preparation and laboratory facilities for process samples, concentrate, mine production samples, chip samples, and core from underground exploration drilling. The facilities are located within the plant compound and guarded 24 hours per day. The Don David Gold Mine assay laboratory is set up in one building near the plant. Plant samples are shown in Table 8.1, and the sample points within the process are located as shown in Figure 8.1.

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Figure 8.1: Sulfide (Floatation Plant) Sample Points

Diagram Description automatically generated

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Table 8.1 List of routine process sampling, the analysis performed, and reporting frequency.

SAMPLE NAME

TYPE

FREQUENCY OF
SAMPLING

ANALYSIS

REPORT

Head grade sample (Cyclone Overflow sample, Cu flotation feed)

Composite

1000 grams / 6 hours

Ag, Au, Cu, Pb, Zn and Fe

Two per Shift

Cu Concentrate Samples

Composite

500 grams / 6 hours

Ag, Au, Cu, Pb, Zn and Fe

Two per Shift

Pb Concentrate Samples

Composite

500 grams / 6 hours

Ag, Au, Cu, Pb, Zn and Fe

Two per Shift

Zn Concentrate Samples

Composite

500 grams / 6 hours

Ag, Au, Cu, Pb, Zn and Fe

Two per Shift

Final Tail (Zn Floatation Underflow)

Composite

1000 grams / 6 hours

Ag, Au, Cu, Pb, Zn and Fe

Two per Shift

Cu Concentrate Shipments Samples (Truck Sampling)

Lot

80 Kg / truck

Ag, Au, Cu, Pb, Zn and Fe

Per Shipment

Pb Concentrate Shipments Samples (Truck Sampling)

Lot

80 Kg / truck

Ag, Au, Cu, Pb, Zn and Fe

Per Shipment

Zn Concentrate Shipments Samples (Truck Sampling)

Lot

80 Kg / truck

Ag, Au, Cu, Pb, Zn and Fe

Per Shipment

Head grade sample (ore feed to oxide mill)

Composite

1500 grams/ shift

Ag, Au, Cu, Pb, Zn and Fe

One Per Shift

Final Tail Solid (Clarifier 5 Underflow)

Composite

1500 grams/ shift

Ag, Au, Cu, Pb, Zn and Fe

One Per Shift

Final Tail Liquid (Clarifier 5 Underflow)

Composite

10 liters/ shift

Ag, Au, Cu, Pb, Zn and Fe

One Per Shift

Pregnant Solution (Merrill-Crowe Feed)

Composite

20 liters/ shift

Ag and Au

One Per Shift

Barren Solution (Merrill-Crowe Tail)

Composite

20 liters/ shift

Ag and Au

One Per Shift

Merril-Crowe Precipitate

Lot

1000 grams/lot

Ag, Au, Cu, Pb, Zn and Fe

One Per Lot

Ingot Bar Dore

Per ingot bar

2 grams/ bar

Ag, Au, Cu, Pb, Zn and Fe

One Per Ingot Bar

8.4.Sample Security and Chain of Custody

Grade control and processing-plant production samples from operations are managed by the DDGM mining operation employees and its drill contractors. In contrast, exploration samples are collected by GRC exploration personnel and their contractors.

Channel samples are delivered directly from the underground operations to the DDGM laboratory. Face channels are sampled by sample technicians and then brought to the surface. These are then brought to the sample room, where the control samples are inserted and the batch is created. Once the samples are ready to be delivered, a delivery/reception sheet is made, filled in with the total number of samples, and lists each of them, indicating the origin, type of sample, requested analysis, and any observation of interest to both parties. When the samples (core or rock chips) are delivered to the laboratory, the person in charge of receiving them checks that the samples that are indicated in the dispatch-submittal sheets correspond to those that are delivered in the laboratory, confirming with the signatures of the person who delivery and who receives that they are ready to be analyzed.

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After the sample assays are completed, the pulps received from the laboratory are stored in a pulp box in a container intended exclusively for that purpose. The pulps are ordered inside the box, with the record of the work orders always visible. The pulps are retained in the container for six months before being discarded.

All drill hole samples are the responsibility of the exploration department, as are surface exploration samples. All core and non-core surface samples are kept in a secure storage area in the exploration department facilities until they are transported to the external laboratory.

Drill core is sealed and carefully transported in sealed core boxes from the drill site to the company's core logging facilities located adjacent to the exploration office by the drilling contractor or in-house drilling crews—the drillers record hole identification and sequential box number during the drilling process. The logging and storage areas are located entirely within the company's operational facilities, patrolled by security guards.

Once logging and sampling are completed, all exploration core, and selected production core, are transferred to the on-site, permanent core storage facility. The core is stored on metal shelves chronologically and by project with location plans of all core maintained. Narrow diameter, production (infill drilling) core is sampled in its entirety for intervals of interest, and the remaining core is discarded after temporary storage. All pulps from the exploration core are returned from ALS and stored on metal shelves in dedicated, dry, secure storage facilities. Selected coarse reject samples are returned from ALS and kept at the company's facilities in the core storage area.

Exploration samples are kept in a dry, locked storage facility until shipment to ALS. All samples are collected by an ALS employee in a dedicated sample vehicle and transported to their sample preparation facility in Guadalajara. The same vehicle brings returned coarse reject and pulp samples from the ALS sample preparation facility. ALS is responsible for the shipment of pulps from its Guadalajara laboratory to its Vancouver facilities.

Sample security relies on the samples being either in the custody of GRC personnel or stored in the locked on-site preparation facility or stored in a secure area before pick-up by ALS Laboratory personnel or delivery to the on-site Don David laboratory. A unique and independent sample number is used for each sample with dispatch-submittal sheets and database entries used to track samples' progress and ensure that the laboratory receives all samples.

8.5.Quality Control Measures

A QAQC program has been established for exploration programs conducted at the Don David Gold Mine. Drill core sampling is subject to a QAQC program administered by the company, including submitting blind blank samples, duplicate split samples of quarter core, duplicate pulp splits, Certified Reference Material (CRM) standards, and analysis of check samples. DDGM’s QAQC practices for exploration at Don David Mine comprise a minimum of one standard, one blank, one pulp duplicate, and one coarse duplicate introduced per batch of 40 samples to the sample stream resulting in 10% quality control samples. Underground grade control drilling involves the insertion of one standard and one control blank for every 40 samples. However, because the whole core is often sampled, there is no opportunity for coarse duplicate samples. For underground chip channel samples, one standard, one blank, and one duplicate are introduced per batch of 40 samples. 

Additionally, internal laboratory reporting of quality control and assurance sampling is monitored by mine staff on an ongoing basis. The primary independent assay laboratory used is ALS Chemex Labs, S.A. De C.V. in Guadalajara, Mexico. Certified Reference Material standards and blanks are obtained from CDN Resource Laboratories Ltd. of Langley, British Columbia, Canada. CRM standards are received in individually vacuum-sealed tin-top kraft bags containing 60 g of pulverized blended material. All exploration core is subject to data verification procedures through the sequential insertion of duplicate and control samples introduced into the sample stream at a targeted rate of one duplicate, one CRM standard, one blank, one coarse reject, and one pulp sample for every fifty regular samples. 

Preparation reproducibility was measured with duplicate crush splits collected after crushing the sample. Analytical reproducibility was measured by analyzing duplicate pulp splits collected after pulverizing the sample. For the Don David Mine drilling program, sample reproducibility is measured with quarter split-core sample duplicates analyses.

The DDGM crew took the quarter core duplicate core samples from the remaining half by re-splitting the core to one-quarter size. Therefore, one-quarter of the core remains in the box for future reference. 

The DDGM laboratory’s quality controls include using a primary or secondary standard sample that is certified for analysis in fire assay, atomic absorption, and X-ray fluorescence. These standard samples are analyzed at the end of each month, evaluating the assay results. This analysis determines the quality control of the DDGM laboratory’s analysis. Some duplicate samples are sent to ALS for lab-quality controls.

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STANDARD SAMPLES

Certified Reference Standard (CRM) samples are materials of known values used to check and quantify the analytical accuracy of laboratories.

CRM samples were purchased from CDN Resource Laboratories Ltd., where reference material was prepared after a 14 laboratory round robin. At Don David Mine, commercially available standards are used. The average value and standard deviation (S.D.) for the round robins are certified. The variation from the standard’s mean value in standard deviations defines the QAQC variance and is used to determine the acceptability of the standard sample assay. Approximately 100 g of sample material is submitted per QAQC sample.

The expected values of the CRM used at Don David Mine range from 0.01 ppm Auto 18.34 ppm Au and from 0.01 ppm Ag to 2684 ppm Ag. Standard samples are inserted into the sample stream at a ratio of 1:40 for surface exploration and underground production samples.

The criteria for pass or failure are as follows.

Assay value <certified mean ±2 S.D. → Pass
Assay value ≥ mean ±2 SD → Warning or Failure

A failure is declared when the same standard exceeds two consecutives ±2 S.D. warnings.

The geologist in charge is notified when a standard failure occurs. The geologist then determines if the failure can be accepted, e.g., located in an unmineralized zone or a verified CRM swap. If the geologist rejects the batch, the laboratory re-runs the failed batch.

BLANK SAMPLES

A blank control sample is a material with a zero-gold value. Blanks are inserted to assess sample preparation. Specifically, identify “grade smearing” or sample carryover of subsequent samples caused by improper preparation contamination and evaluate analytical “background noise.” 

The material used by DDGM as the blank sample is purchased from CDN Resource Laboratories Ltd. The following criteria are used to evaluate analytical results received for blank samples:

Assay result less than 2 S.D. of the analyte’s certificate mean - Pass
Assay result equal to or greater than 2 S.D. of the analyte’s certificate mean - Failure
The geologist in charge is notified when a blank failure occurs. The geologist then determines if the failure can be ignored or if the batch needs to be re-run. Examples, where the failure might be excused include:
The blank sample has been accidentally switched with a CRM or non-QAQC sample
The failure is in an area of known waste distal from mineralization
Laboratory procedures include cleaning of the sample preparation circuit after sample batches.

DUPLICATE SAMPLES

Duplicate samples of coarse rejects provide information on sample preparation and assay precision, while duplicate pulp samples may be used to quantify analytical precision. The assay results of the duplicates were analyzed by preparing to scatter plots and relative difference plots that compared the difference of grade of the pairs to the mean grade of the pairs. The pass/fail criteria used by DDGM for duplicate pulp samples were nominal +/- 15% and 30% for coarse duplicates.

OUTSIDE CHECK SAMPLES

The Q.P. considers that the drilling and chip channel sampling programs meet industry standards and have been reviewed and confirmed in sufficient detail to permit the inclusion of the information in the Don David Mine database.

The processing team is currently determining what changes would be required to gain lab accreditation status for crucial analysis.

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In the opinion of the QPs, the current QAQC protocols and reports meet industry-standard practice and provide the necessary control to identify potential analytical problems and allow for corrective follow-up and re-analysis when required.

8.6.Comment on Section 8

The QP considers that the drilling and chip channel sampling programs meet industry standards and have been reviewed and confirmed in sufficient detail to permit the inclusion of the information in the Don David Mine database.

The processing team is currently determining what changes would be required to gain lab accreditation status for key analysis.

In the opinion of the QPs, the current QA/QC protocols and reports meet industry-standard practice and provide the necessary control to identify potential analytical problems and allow for corrective follow-up and re-analysis when required.

9DATA VERIFICATION

9.1.Internal Verification

The DDGM staff follow stringent procedures for data storage and validation, performing verification of data on an ongoing basis. The operation employs a Database Manager responsible for overseeing data entry, verification, and database maintenance.

Data used for Mineral Resource estimation are stored in one database relating to the mine, mainly channel samples and diamond drilling results, both exploration and in-mine in-fill drilling. The database is in a Microsoft SQL database format.

The database administrator regularly maintains the resource database by using database validation routines and periodically checks the drill hole and channels data on-screen. The on-site database has a series of automated import, export, and validation tools to minimize potential errors.

The updated database for the Mineral Resource estimation includes all historical data (drill holes and channels) and new drill holes completed by October 15, 2021. Before using this database for Mineral Resource estimation, the database manager reviewed the data for geologic consistency and checked against the original information. Any inconsistencies were corrected during the analysis. The databases were handed over for final review and validation by Mr. Marcelo Zangrandi, an independent QP for this Technical Report. 

9.2.QP Verification

During QP’s site visit from July 9 to 22, 2021, the QP reviewed plans and sections, visited the core shack, examined drill core and mineralized exposures at the underground mine, reviewed core logging and QAQC procedures and database management system, and held discussions with DDGM personnel.

As part of the data verification process, the QP inspected the drill holes in the section and planned to review geological interpretation related to the drill hole and channel database and found a good correlation. The QP also reviewed QAQC data collected by DDGM. The data verification procedures involved the following:

Inspection of selected drill core to assess the nature of the mineralization and to confirm geological descriptions
Inspection of geology and mineralization in underground workings of the Arista and Switchback vein systems
Verification that collars coordinates coincide with underground workings or the topographic surface
Verify for unique headers
Validation of overlapping intervals
Verification that downhole survey bearing and inclination values display consistency
Evaluation of minimum and maximum grade values
Investigation of minimum and maximum sample lengths
Randomly selecting assay data from the databases and comparing the stored grades to the original assay certificates
Assessing for inconsistences in spelling or coding (typographic and case sensitivity errors)

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Ensuring full data entry and that a specific data type (collar, survey, lithology, and assay) is not missing
Assessing for sample gaps or overlaps
All inconsistencies were corrected.

9.3.Opinion of Qualified Person

The QP found that the assay database is well maintained and meets industry standards. The QP is of the opinion that the assay database and database verification procedures for Don David Mine comply with industry standards and are adequate for the estimation of Mineral Resources and Mineral Reserves.

10MINERAL PROCESSING AND METALLURGICAL TESTING

Mineralization processed from the Arista underground mine consists entirely of sulfides. The principal economic components are gold, silver, and zinc; however, the ores also contain economically significant amounts of copper and lead. Differential flotation is the primary metallurgical recovery method selected for processing the Arista sulfide mineralization. The flotation circuit designed the DDGM Processing Facility produces three concentrates for sale:

a copper concentrate with gold-silver
a lead concentrate with gold-silver
zinc concentrate with gold-silver 

A separate agitated leach circuit with its grinding circuit was also installed at the DDGM Processing Facility. The leach circuit can process gold-rich or silver-rich deposits with little or no base metal components or a combination of these. Currently, this circuit has limited use as the Manto Vein open pit was depleted in May 2021.

For more details on previous mineral processing and metallurgical testing programs, the reader is referred to earlier reports on mineral resources and reserves for the Don David Mine (Brown et al., 2020; Lopez et al., 2012).

10.1Metallurgical Tests Hole Rock Analysis

Arista and Switchback mineralogy consists of 12% Sulfides and 88% Silicates; Sulfides include Sphalerite, Pyrite, Galena, Chalcopyrite, traces of Bornite, Chalcocite, Covelite, Silver Sulfosalts, Electrum, and free Au particles. Silver minerals are Proustite, Pearceite / Polybasite, Pyrargyrite / Stefanite. The analysis was conducted by ALS Metallurgy and is included in reports KM4102 and KM5709.

KM4102 was completed when processing Arista vein material, published April 2014 and reviewed by Helen Johnson P. Eng. KM5709 was completed when processing Switchback vein material, was published in September 2018, and reviewed by Braeden Hammer, P. Eng. Table 10.1 summarizes the results.

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Table 10.1 Whole rock analysis Arista and Switchback veins in December 2013 and June 2018

Graphic

The study was conducted for the Arista and Switchback veins in December 2013 and June 2018, respectively.

Note:

Pyrite includes minor Arsenopyrite and Pyrrhotite.
Silver Bearing Minerals includes Acanthite, Gold/Silver, Pyrargyrite/Stephanite, Silver Copper Sulfides, Tetrahedrite/Freibergite and Tennantite/Enargite.
Copper sulfides include Chalcopyrite and trace amounts of Bornite,
Chalcocite/Covellite

10.2Bond Ball Mill Work Index

Bond work index measures ore resistance to crushing and grinding and is determined using a Bond Grindability Test, which SGS Laboratories performed. Figure 10.1 below graphically illustrates the test results. Report SGS-23-18 completed September 19, 2018, concludes a Bond work index ranges from 14.5-15.4 at a cut size of 150 mesh. Sulfide specifically had a Bond work Index of 15.0 and represents what DDGM was currently processing in 2021.

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Figure 10.1 Feed and Product Size Distribution

Graphic

10.3Flotation

The latest flotation study was conducted by ALS in December 2019 and completed in August 2020. The findings of ALS report KM6252 identified opportunities to reduce the impurities and increase recoveries in the Cu, Pb, and Zn concentrates through reagent adjustments and reduction of liberation size (regrinding).

An estimated 3% improvement in Copper concentrate grade and an 8% improvement in recovery is expected if regrinding can be accomplished to achieve 80-95% liberation, which currently ranges between 55-75%.

Similarly, for Lead, regrinding to 80% passing 30 microns is expected to improve the grade by 5% and recovery by 8%.

Zinc concentrate improvements in grade are possible with process parameter changes such as increasing pH to 11.5 at the cleaning stage while reducing the SIPX dosage.

With the guidance of ALS report KM6252 and the systematic application of continuous improvement methodologies, the team has successfully improved recoveries in 2021.

10.4Thickening and Filtering

A Thickening and Filtering study was conducted by Pocock Industrial (Lyntek) and published in August 2012. The scope of the study included:

1.Particle Size Analysis
2.Flocculant Screening and Evaluation
3.Static Thickening Tests
4.Dynamic High Rate Thickening Tests
5.Pulp Rheology Studies
6.Pressure Filtration Studies

The particle size of the concentrate products was found to be Cu at P80: 40 um, Pb at P80 31 um, Zn at P80 52 um.

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Hychem AF304 containing a medium to a high molecular weight of 15% charge density anionic polyacrylamide was found to be the most effective flocculent at the following dosages:

10-15 g/MT for Cu concentrate

15-20 g/MT for Pb and Zn concentrates

The local supplier equivalent is Asfloc 034 SH (Asfin Internacional), which is currently being used.

Static (for conventional thickening) and dynamic (high rate) thickening tests were performed. Static test results indicate an optimal 20-25% feed solids rate. Therefore, the recommended minimum unit area is 0.125-0.150 m2/MTPD for Cu and Zn and 0.135-0.160 m2/MTPD for Pb. Dynamic test results were also included but not relevant as conventional thickeners were installed in the process—recommended underflow density range from 65%-69% for Cu and Zn, and 58%-62% for Pb.

Pulp Rheology Studies determined pulp densities at which each concentrate pulp yielded mostly Newtonian behavior to predict flowability.

The Pressure Filtration Study results are shown below in Table 10.2 and were used to determine the sizing of the filtration equipment within the process.

Table 10.2 Concentrate Pressure Filtration Study Results

Graphic

10.5Filtered Tailings

A filtered tailings method is being implemented to expand the tailings handling capacity of the DDGM site, with commissioning expected in Q1 2022. Paterson and Cooke were retained to complete the filtered tailings study and provide a detailed design of the filter plant.

The filtered tailings study was conducted by Paterson and Cooke and is contained within Report 31-1048-00-TW-REP-0001 Rev A published on July 28, 2020. It can be broken down into four sections. Analysis of the slurry, analysis of the process water, the measure of flowability/moisture limits, and pressure filtration tests.

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The slurry analysis results are contained in table 10.3 below.

Table 10.3 Slurry Analysis

Slurry solids concentration (%m)

52.6

Slurry pH

8.9

Slurry conductivity (mS/cm)

9.18

Temperature (⁰C)

20.0

Liquid density (kg/m3)

1008.0

Dissolved solids by mass (ppm)

13,020

Solids density (kg/m³)

2695 ± 2

Solids mass concentration (%m)

70.0%m

Test temperature (°C)

19.3

Zero free water solids mass concentration (%m)

80.8 ± 0.3%m

Solids mass concentration (%m)

10%m

Test temperature (⁰C)

19.1

Average zeta potential (mV)

-1.4 ± 0.2

Slurry analysis includes particle size analysis and minerology of the slurry solids which are graphically shown below in Figure 10.2 and tabulated in Table 10.5.3

Figure 10.2 Slurry Particle Analysis

Chart Description automatically generated with medium confidence

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Table 10.4 Slurry Solids Minerology

Quartz

81%

Sphalerite

3%

Dolomite

3%

Pyrite

<2%

K-Feldspar

<2%

Total Clay

Illite (% of total)

Kaolinite (% of total)

13%

12%

1%

Illite

95%

Kaolinite

5%

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The process water constituents and characteristics were also determined in the analysis and are listed below in Table 10.5.

Table 10.5 Process Water Constituents and Characteristics

Aluminum (mg/l)

<0.1

Boron (mg/l)

14.9

Calcium (mg/l)

459.3

Iron (mg/l)

0.2

Magnesium (mg/l)

58.1

Potassium (mg/l)

154.7

Sodium (mg/l)

3,420.0

Bicarbonate as CaCO₃ (mg/l)

96.5

Chloride (mg/l)

4,019.6

Nitrogen, Nitrate (mg/l)

1.2

Sulfate (mg/l)

4,001.7

Total Dissolved Solids (mg/l)

11,826

Total Suspended Solids (mg/l)

60

Specific Conductivity (mS/cm)

17.2

pH

7.4

Analyzed ionic balance (cations/anions)

0.9

Calcium: Sodium Ratio

0.1

Flow moisture point (FMP) and transportable moisture limit were measured to assist in determining the better method of transporting the filtered tailings. The results are shown in Table 10.6 below.

Table 10.6 Test Result for Flowability

Flow moisture point (% moisture)

15.5%

Transportable moisture limit (% moisture)

13.9%

The initial test results were required to initiate the final series of Pressure filtration test work. Target FMP (Flowability Moisture Point) of 15% and preliminary geotechnical target of 14% were provided by the client for these tests and were conducted for a range of chamber widths. The purpose of the tests was to provide information for the selection of the appropriate filter press by establishing equations/graphs for the following characteristics

Dry Specific Cake Weight
Form Time

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Cake Moisture Content
Dry Time Factor
Chamber Width

The resulting relationships were determined and represented in Tables 10.7-10.10

Table 10.7 Pressure Filtration - Dry Specific Cake Weight as a Function of Cake Thickness

Dry specific cake weight (kg/m²)

W = a(h) + b

a

0.80

b

-0.98

Applicable chamber width range (mm)

25 to 60

Applicable pressure (kPa)

1500

Table 10.8 Pressure Filtration – Form Time as a Function of Dry Specific Cake Weight

Log of the form time (min)

Tf = a(W)+b

a

1.40

b

-1.67

Applicable double-sided chamber width range (mm)

25 to 60

Applicable form pressure (kPa)

1,500

Table 10.9 Pressure Filtration - Form Cake Moisture Content as a Function of Form Time

Form cake moisture content (%m)

f = a ln(F) + b

a

-0.07

b

0.03

Applicable form time factors (min m²/kg)

0.07 to 0.10

Applicable pressure (kPa)

1500

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Table 10.10 Pressure Filtration – Dry Time Factor as a Function of Final Dry Cake Moisture Content

Dry time factor (min.m²/kg)

D = (a)eb(f)

a

1.8 x 1012

b

-179

Applicable dry filter cake moisture (%m)

14.4%m to 17.1%m

Applicable pressure (kPa)

600

Summary of Findings for Report 31-1048-00-TW-REP-0001 Rev A determined the graphs and equations required for the selection and sizing of the equipment for the full-scale pressure filtration plant and that the operational and preliminary geotechnical targets were achievable at all chamber widths.

As part of the filtered tailings study, 31-1048-00-HY-TEC-0001 Rev A report was also completed by Paterson and Cooke on May 6, 2020. The scope of the report included a steady-state hydraulic evaluation of the tailings feed pipeline, filtration return water pipeline, and paste plant transfer pipeline. Figures 10.3 and 10.4 illustrate the piping runs.

Figure 10.3: Pipeline Route for Filtered Tailings Feed Pipeline

Map Description automatically generated

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Figure 10.4 Pipeline Route from Filter Plant to Paste Plant

Map Description automatically generated

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The report provided the required analysis to determine the filtration plant's engineered specifications of the filtration and the process water return line. It also concluded that the installed pipe is suitable for the paste plant transfer pipeline in a new condition.

10.6Deleterious Elements – Copper Concentrate

The primary contaminant in the copper concentrate is lead at 12.6%. Approximately 70 percent of galena is liberated, and there is potential to improve rejection of the lead with increased lead depressant in the copper circuit, such as MBS.

Sphalerite, pyrite, and non-sulfide gangue measured more typical concentrate dilution liberation, measuring between 46-50%. With the high locking of these minerals with copper sulfides, both in binary and multiphase, removing more of these minerals from the concentrate without regrinding would be difficult.

Antimony and arsenic are also present at elevated amounts, at 1.2 and 0.2 percent, respectively. Most antimony was included in copper and silver mineral structures, like in previous measurement periods. However, about half the arsenic was contained in arsenopyrite, which could be rejected similarly to pyrite. Arsenic penalties may be reduced or avoided if the rejection of arsenopyrite could be improved. But given the liberation of pyrite/arsenopyrite, further regrinding would likely be required to obtain a better separation.

Table 10.11 Characteristics of the Copper Concentrate, Minerals Content.

Graphic

10.7Deleterious Elements – Lead Concentrate

Zinc and Quartz are deleterious elements within the Lead concentrate. Both sphalerite and non-sulfide gangue are over 63 percent liberated, and it should be possible to improve rejection of both, to some extent, by enhancing the flowsheet or chemical conditions. The non-sulfide gangue, primarily Quartz, is not considered hydrophobic, with a third-sized finer than 8µm suggesting it is recovered via entrainment. Additional cleaning stages would reduce recovery via entrainment. Redirecting the copper circuit cleaner tailing to the lead first cleaner may help reduce recovery of non-sulfide gangue to the lead concentrate. It might be possible to reduce sphalerite recovery by using increased depressant dosages (such as sodium cyanide and zinc sulphate).

Table10.12 Characteristics of the Lead Concentrate, Minerals Content

Graphic

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10.8Deleterious Elements – Zinc Concentrate

Non-sulfide gangue is the main diluent in the concentrate, at 11.8 percent. About a third of this non-sulfide gangue was measured in binary with sphalerite, explaining its presence in the zinc concentrate. Another one-third sized finer than 10µm and was likely recovered via froth entrainment. The use of froth wash water to reduce entrainment may reduce this component.

Pyrite liberation, however, is higher, and there is potential scope to reduce the recovery of liberated pyrite to the zinc concentrate. Raising the pH to 11.5 in the zinc cleaners and reducing SIPX dosages (while increasing CuSO4 dosage) may help lower the zinc concentrate's pyrite dilution.

Table 10.13 Characteristics of the Zinc Concentrate, Minerals Content

Graphic

10.9Opinion of Qualified Person

By implementing shift targets, daily reporting, and vigorous follow-up (Management Operating System), the team has expanded its process knowledge throughout 2021. This effort has resulted in more reliable and predictable process control and improved recoveries.

Based on ALS report KM652 dated August 2020, it is understood that Cu, Pb, and Zn flotation processes and overall Au recovery from tailings would benefit from an overall finer grind. Zn regrind trials have confirmed this and are progressing well to recovery Au and therefore should continue. A cost-benefit analysis should be considered to compare the cost to reduce the overall liberation size versus the projected revenue increase from the expected increase in all recoveries.

11MINERAL RESOURCE ESTIMATES

11.1.Summary

The Mineral Resource estimate for the Don David Gold Mine, as of December 31, 2021, using all data available as of October 15, 2021, was completed by Marcelo Zangrandi, an independent QP for this Technical Report.

The Mineral Resource estimate was completed using Vulcan software. Wireframes for geology and mineralization were constructed by DDGM geology staff using Leapfrog Geo-based on underground mappings, assay results, lithological information from drill holes, and structural data. Assays were composited to 1 m lengths and capped to various levels based on exploratory data analysis for each vein. Wireframes were filled with blocks, which were sub-celled at wireframe boundaries. Blocks grades were interpolated using ordinary kriging (OK) interpolation algorithm. Classification of blocks used distance-based criteria related to the spatial continuity of the mineralization. Block estimates were validated using industry-standard validation techniques. The Mineral Resource estimate was reported using all the material within resource shapes generated in Deswik Stope Optimizer (DSO) software, satisfying minimum mining size continuity criteria, and using an NSR cut-off value of US$88/t for Arista mine (Arista and Switchback vein systems) and an AuEq of 2.36 g/t for Alta Gracia deposit.

A summary of the Don David Gold Mine Mineral Resources exclusive of Mineral Reserves, for Arista mine, is shown in Table 11.1Table 11.2 shows the Mineral Resources for the Alta Gracia deposit. NSR cut-off values for the Mineral Resources were established using a zinc price of US$1.15/lb, a lead price of US$0.97/lb, a copper price of US$3.59/lb, a silver price of US$23.7/oz, and a gold price of US$1,744/oz. Section 1.9 for an explanation of the metal prices used.

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The definitions have classified mineral Resources for Mineral Resources in S-K 1300, which are consistent with the Canadian Institute of Mining, Metallurgy, and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves (CIM (2014) definitions).

Table 11.1 Summary of Mineral Resources, exclusive of Reserves – December 31, 2021 DDGM, Arista Mine

Description

KTonnes

Gold
g/t

Silver
g/t

Copper %

Lead %

Zinc %

Cut-off grade

Metallurgical Recovery (%)

Arista

$/Tonne

Au

Ag

Cu

Pb

Zn

Measured Mineral Resources

352

2.18

171.69

0.38

1.57

4.79

88

81

92

80

80

82

Indicated Mineral Resources

1,208

1.46

120.06

0.31

1.21

3.49

88

81

92

80

80

82

Measured + Indicated

1,560

1.62

131.72

0.33

1.29

3.79

88

81

92

80

80

82

Inferred Mineral Resources

1,766

0.90

94.16

0.27

1.18

3.19

88

81

92

80

80

82

Table 11.2 Summary of Mineral Resources, exclusive of Reserves – December 31, 2021 DDGM, Alta Gracia Mine

Description

KTonnes

Gold
g/t

Silver
g/t

Copper %

Lead %

Zinc %

Cut-off grade

Metallurgical Recovery (%)

Alta Gracia

AuEq/tonne

Au

Ag

Cu

Pb

Zn

Measured Mineral Resources

24

0.81

367.95

-

-

-

2.36

85

72

-

-

-

Indicated Mineral Resources

90

0.61

327.18

-

-

-

2.36

85

72

-

-

-

Measured + Indicated

114

0.65

335.82

-

-

-

2.36

85

72

-

-

-

Inferred Mineral Resources

148

0.62

295.61

-

-

-

2.36

85

72

-

-

-

Notes

1.Mineral Resource estimated at December 31, 2021.
2.The definitions for Mineral Resources in S-K 1300 were followed for Mineral Resources, which are consistent with CIM (2014) definitions
3.Metal prices used in the estimate were $1,744/oz Au, $23.7/oz Ag, $3.59/lb Cu, $0.97/lb Pb, and $1.15/lb Zn. These prices reflect the August 2021 average five-year consensus for gold, silver, copper, lead, and zinc.
4.Mineral Resources are exclusive of Mineral Reserves.
5.Mineral Resources that are not Mineral Reserves are materials of economic interest with reasonable prospects for economic extraction.
6.Rounding of tonnes, average grades, and contained ounces may result in discrepancies with total rounded tonnes, average grades, and total contained ounces.

With consideration of the recommendations summarized in Section 1 and Section 23, the QP believes that any issues relating to all relevant technical and economic factors likely to influence the prospect of economic extraction can be resolved with further work.

11.2.Disclosure

The QP responsible for this Section 14 of this Technical Report has relied on the other experts regarding permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource Estimate..

11.2.1. Known Issues That Materially Affect Mineral Resources

The QP is not aware of any issues that affect the Mineral Resource estimates materially. These conclusions are based on the following Environmental: DDGM complies with Environmental Regulations and Standards set in Mexican Law as detailed in Section 20

Permitting: DDGM has represented that those permits are in good standing.
Legal: DDGM has represented that there are no outstanding legal issues; no legal actions, and injunctions pending against the Project
Title: DDGM has represented that the mineral and surface rights have secure title

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Taxation: No known issues
Socio-economic: DDGM has represented that the operation has community support from the local town of San Jose del Gracia
Marketing: No known issues
Political: DDGM believes that the current government is supportive of the operation
Other relevant issues: No known issue
Mining: No known issues
Metallurgical: DDGM presently and successfully treats ore extracted from the Don David Mine in the onsite processing plant to produce concentrates with gold, silver, and base metals. This work has been described in Section 13
Infrastructure: No known issues

11.3.Resource Estimation

11.3.1. Resource Database

DDGM maintains the entire database at the mine site in Microsoft SQL Server. All data are centrally stored on the Aguila Project server, backed up every night at 3:00 am. DDGM company policy includes Windows personal computer folder backup that automatically synchronizes Microsoft Desktop, Documents, and Pictures folders to a OneDrive cloud storage. 

The Don David Gold Mine database comprises 1,608 drill holes for a total of 361,806 meters and 17,740 underground channels for a total of 62,387 meters Figure 11.1. The resource database contains drilling information and analytical results until October 15, 2021. Information received after this date was not used in the Mineral Resource estimate. Data was delivered to AMBA in the form of Excel spreadsheets containing collar locations, down-hole survey data, lithology codes, sampling intervals, and assay results for gold, silver, copper, lead, and zinc, and a total of 1,461 rock density measurements. Analytical quality control data was also received, including assays for blanks, duplicates, and standards inserted into the sample stream as described and discussed in Section 11.

The coordinate reference system used is WGS84 UTM Zone 14N. Drill hole data have been reported in metric units. Gold and silver grades are in grams of metal per metric tonne, and copper, zinc, and lead grades are expressed in percent metal.

Data were amalgamated, parsed as required, and imported by AMBA into Maptek’s Vulcan (Vulcan) software.

The drill hole and channel database comprise coordinate, length, azimuth, dip, lithology, density, and assay data. The channel sample data was converted into drill hole data for interpretation and Mineral Resource estimation. For grade estimation, unsampled intervals within mineralization wireframes were replaced with -9. Detection limit text values (e.g., “<0.05”) were replaced with numerical values that were half of the analytical detection limit. 

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Figure 11.1 illustrates drill hole locations with the block models.

Graphic

Figure 11.1 3D view of block models limits and drill holes

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For the Mineral Resource estimate, the drill hole data were limited to those assays located inside the mineralization wireframes (veins). Summary statistics were tabulated for the assay data, including gold, silver, copper, lead, and zinc grades (Table 11-3).

Table 11.3 Summary Assay Statistics

PROJECT

AU_COUNT

AU_MEAN

AG_COUNT

AG_MEAN

CU_COUNT

CU_MEAN

PB_COUNT

PB_MEAN

ZN_COUNT

ZN_MEAN

Switchback

20,556

1.89

20,556

75.09

20,556

0.42

20,556

1.66

20,556

4.76

Arista

33,863

2.94

33,863

276.14

33,863

0.39

33,863

1.57

33,863

4.19

Alta Gracia

3,714

0.7

3,714

269.7

3,695

0.01

3,696

0.14

3,696

0.25

The QP conducted several checks on the Mineral Resource database as discussed in Section 9, Data Verification. The database was interrogated for inconsistencies in naming conventions or analytical units, duplicate entries, interval, length, or distance values less than or equal to zero, blank, or zero-value assay results, out-of-sequence intervals, intervals, or distances more significant than the reported drill hole length, inappropriate collar locations, and missing interval and coordinate fields. The QP believes that the database is of good quality and appropriate to support Mineral Resource estimation.

11.3.2. Bulk Density

DDGM measures the bulk density of representative samples of the mineralized veins and wall rocks by the water displacement method. The samples consist of 10-15 cm portions of selected dry whole drill core or irregular portions of representative rocks from the underground openings. Mine laboratory technicians use a conventional scale to get the mass of the sample. Then, they read the volume of water displaced submerging the object in a known volume of water and measured the change in water level. The bulk density is then calculated by dividing the mass by the volume of the sample. Samples are not coated in paraffin wax; however, the core was generally solid with very few pores.

A total of 879 bulk density measurements are available for the drill holes samples and 582 bulk density measurements from underground hand samples. AMBA´s QP conducted a series of statistics and comparisons between the different samples sources and different lithologies (including mineralized vein and wall rock samples). A possible systematic bias was observed in the underground samples, maybe related to the recipient used to measure the water volume displacement. Thus, the bulk density analysis focused on the drill hole samples, specifically in samples from the mineralized veins.

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AMBA´s QP applied low and high capping values to density measurements to limit the influence of a small number of outlier values in the lower and upper tail of the density distributions (Figure 11.2 and Figure 11.3). A summary of the capping levels is shown in Table 11.4.

Table 11.4 Density Capping Values

DENSITY
DOMAIN

LOWER CAPPING VALUE
(DENSITY - T/M3)

UPPER CAPPING VALUE
(DENSITY - T/M3)

Arista

2.46

4.14

Switchback

2.31

3.59

Graphic

Figure 11.2 Density Capping Analysis for Arista

Graphic

Figure 11.3 Density Capping Analysis for Switchback

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After applying the lower and upper capping, the average densities for each domain, Arista and Switchback, are 2.83 t/m3 and 2.77 t/m3, respectively. These density values are very similar to those used for the previous resource estimations and the mine production. The historic density value is used for the present resource estimation, considering the uncertainty related to the density lab measuring method. It is highly recommended that the laboratory improve density measurement methodology to minimize the bias and errors associated with the water displacement method.

11.3.3. Geological Interpretation

Structural data was used to help define the orientation of the mineralization. Previous models were developed using successive polylines constructed in cross-section and oriented perpendicular to the overall trend of the mineralization. DDGM changed its modeling approach based on a defined economic cutoff. The defined economic cutoff determined the outlines of the polylines with demonstrated continuity between sections. The updated geological wireframes model veins or definable mineralized structures based on the geological description of the channels and drill holes, underground mapping, and a reference assay threshold. Some drill hole intercepts below NSR cutoff were included to maintain geological continuity.

At the Arista mine, the overall mineralization strike is approximately 300° azimuth, although individual veins can vary between 280° and 350° azimuth; mineralization extends over 1,450 meters of strike length.

11.3.4. Wire-Frame Modeling

DDGM performed geological modeling of the Arista, Switchback, and Alta Gracia deposits using Leapfrog. All mineralized veins were modeled based on the drilling and channel sampling geological descriptions and structural and lithological controls observed in underground workings and captured on level plan geological maps. The model incorporates all significant vein systems identified to date: a total of 28 veins were interpreted and modeled for the Switchback system, 37 veins for the Arista system, and 14 veins for the Alta Gracia system. Where available, underground mapping was used to guide the modeling, and 3D polylines were used to control better contacts where data was sparse.

The modeled mineralized veins were exported to Vulcan software to encode the block model and provide statistical analysis and compositing limits. Figure 11.4 is a three-dimensional view of the wireframe solids of the veins modeled for the Arista and Switchback vein systems. Figure 11.5 is a three-dimensional view of the wireframe solids of the veins modeled for the Alta Gracia system.

Graphic

Figure 11.4 Three-dimensional view of the wire frame solids of the veins modeled for the Arista and Switchback vein systems

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Graphic

Figure 11.5 Three-dimensional view of the wire frame solids of the veins modeled for Resource estimation for the Alta Gracia Deposits

Each vein is treated as a separated estimation domain, respecting the directions of continuity identified and modeled for each of them. The domains are numbered sequentially in order of priority as they were modeled. The domain (vein) codes are listed in Table 11.5. All wireframes enclosing mineralized domains were incorporated into the block model; a sub-blocking process was used to fill the domains adequately.

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Table 11.5 Vein codes used in wireframes, composites and block models

Switchback

Code

Arista

Code

Alta Gracia

Code

none

0

none

0

none

0

selene

1

santiago

2

huaje1_fw

1

silvia

13

baja_rm1

3

huaje1_hw

2

soledad_s

14

sta_cecilia

4

huaje2

3

soledad_rm5

15

viridiana

5

ind_s_rm1

4

soledad_n

16

marena

6

ind_m1

5

susana_n

17

candelaria

7

ind_m2

6

sagrario

18

splay66

8

jarillas1

7

sofia

19

baja

9

mirador

8

sam2

20

splay66_rm1

10

san_juan

9

sadie2

21

splay31

11

san_juan_fw

10

sara

22

splay5

12

san_juan_nw

11

sadie1

23

sta_helena

40

victoria1

12

sbn1

24

este_sur

41

victoria_ne

13

sasha1

25

luz

42

ind_w

14

sandy2

26

splay6

43

sagram1

27

gisela

44

sam1

28

splay31_rm3

45

samarinda

29

arista

46

sandy1

30

aire

47

sasha2

31

mercedes

48

sbn2

32

sta_clara

49

selene_rm1

33

veta03

50

soledad_rm1

34

viridiana_rm1

51

soledad_rm2

35

este_norte

52

soledad_rm3

36

alta

53

soledad_rm4

37

este_sur_rm1

54

sonya

38

chuy1

55

susana_s

39

splay31_rm1

56

 

splay05_rm1

57

 

viridiana_rm2

58

 

sta_lucia

59

 

splay06_sur

60

 

splay31_rm4

61

 

veta01

62

 

splay31_rm2

63

 

santiago_rm1

64

 

chuy2

65

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11.3.5. Resource Assays

The basic drill hole data was flagged with the wireframes for each mineralized domain and assessed through exploratory data analysis (EDA), including univariate statistics, histograms, cumulative probability plots, and box plots to compare geology domain statistics, verify the data distributions and assess the need for using a top-cut.

Table 11.6 and 11.7 list composited univariate statistics for zinc, copper, lead, and silver by estimation domain for the prominent mineralized veins from Switchback and Arista vein systems.

Table 11.6 Univariate statistics of the major mineralized veins of Switchback vein system

DOMAIN

1
SELENE

13
SILVIA

14
SOLEDAD
SUR

15
SOLEDAD_RM5

16
SOLEDAD
NORTE

Au (g/t) - Count

1446

733

5448

385

9680

Au (g/t) - Mean

3.76

4.91

1.17

2.37

1.98

Au (g/t) - Minimum

0.00

0.00

0.00

0.00

0.00

Au (g/t) -Maximum

89.74

59.31

77.08

37.04

54.20

Au (g/t) - Std. Dev.

6.96

6.25

3.52

3.73

3.22

Au (g/t) - CV

1.85

1.27

3.00

1.57

1.63

Ag (g/t) - Count

1446

733

5448

385

9680

Ag (g/t) - Mean

45.81

104.75

83.86

80.53

80.15

Ag (g/t) - Minimum

0.01

0.01

0.01

0.01

0.01

Ag (g/t) -Maximum

2037

5035.92

10989

1600

8934

Ag (g/t) - Std. Dev.

108.67

255.44

258.96

148.68

207.01

Ag (g/t) - CV

2.37

2.44

3.09

1.85

2.58

Cu (%) - Count

1446

733

5448

385

9680

Cu (%) - Mean

0.32

0.47

0.47

0.43

0.40

Cu (%) - Minimum

0.00

0.00

0.00

0.00

0.00

Cu (%) -Maximum

4.41

2.39

10.26

2.17

7.26

Cu (%) - Std. Dev.

0.30

0.36

0.57

0.32

0.33

Cu (%) - CV

0.93

0.77

1.20

0.75

0.81

Pb (%) - Count

1446

733

5448

385

9680

Pb (%) - Mean

1.64

2.73

1.35

1.76

2.04

Pb (%) - Minimum

0.00

0.00

0.00

0.00

0.00

Pb (%) -Maximum

54.56

43.04

53.65

17.81

42.36

Pb (%) - Std. Dev.

2.96

3.57

2.10

2.36

3.17

Pb (%) - CV

1.80

1.31

1.55

1.34

1.55

Zn (%) - Count

1446

733

5448

385

9680

Zn (%) - Mean

4.32

8.08

4.50

5.26

5.79

Zn (%) - Minimum

0.01

0.01

0.00

0.01

0.00

Zn (%) -Maximum

36.39

31.22

50.75

29.44

58.71

Zn (%) - Std. Dev.

5.16

6.32

4.62

4.77

5.42

Zn (%) - CV

1.19

0.78

1.03

0.91

0.94

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Table 11.7 Univariate statistics of the major mineralized veins of Arista vein system

DOMAIN

2
SANTIAGO

3
BAJA_RM1

4
S
CECILIA

5
VIRIDIANA

6
MARENA

7
CANDELARIA

8
SP 66

9
BAJA

10
SP66_RM1

11
SP 31

12
SP 5

Au (g/t) - Count

1215

478

1256

1987

279

1115

1392

2893

311

2468

2664

Au (g/t) - Mean

2.26

1.38

0.64

1.81

0.99

2.03

3.78

3.62

2.76

2.99

2.10

Au (g/t) - Minimum

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Au (g/t) -Maximum

100.27

50.72

33.80

142.83

40.80

61.31

92.80

133.55

47.40

195.61

146.53

Au (g/t) - Std. Dev.

5.72

4.24

1.80

5.60

3.50

5.04

8.07

9.26

5.76

7.60

7.61

Au (g/t) - CV

2.54

3.07

2.81

3.10

3.52

2.49

2.13

2.56

2.09

2.54

3.63

Ag (g/t) - Count

1215

478

1256

1987

279

1115

1392

2893

311

2468

2664

Ag (g/t) - Mean

55.60

163.77

36.98

144.31

128.43

315.21

334.94

386.16

283.18

205.57

583.90

Ag (g/t) - Minimum

0.01

0.01

0.01

0.01

0.01

0.01

0.01

0.01

0.01

0.01

0.01

Ag (g/t) -Maximum

4407.35

8610

420

3750.72

8037

9451

13428

10684

4547

11843

57809

Ag (g/t) - Std. Dev.

193.71

500.98

50.54

297.68

570.69

800.56

770.99

837.25

605.17

646.98

2186.13

Ag (g/t) - CV

3.48

3.06

1.37

2.06

4.44

2.54

2.30

2.17

2.14

3.15

3.74

Cu (%) - Count

1215

478

1256

1987

279

1115

1392

2893

311

2468

2664

Cu (%) - Mean

0.28

0.35

0.25

0.31

0.29

0.24

0.52

0.42

0.48

0.35

0.22

Cu (%) - Minimum

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Cu (%) -Maximum

4.83

4.15

3.08

7.44

4.41

16.71

8.35

17.91

3.64

8.68

5.26

Cu (%) - Std. Dev.

0.33

0.41

0.20

0.53

0.50

0.62

0.78

0.75

0.62

0.43

0.33

Cu (%) - CV

1.17

1.17

0.82

1.70

1.71

2.53

1.49

1.79

1.30

1.22

1.50

Pb (%) - Count

1215

478

1256

1987

279

1115

1392

2893

311

2468

2664

Pb (%) - Mean

1.96

2.84

1.31

1.99

0.64

0.66

1.72

1.24

1.64

1.72

1.34

Pb (%) - Minimum

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Pb (%) -Maximum

31.17

18.27

22.86

23.63

8.58

29.39

30.55

34.50

19.81

26.11

49.41

Pb (%) - Std. Dev.

2.94

3.33

2.04

2.53

1.25

1.82

2.80

2.44

2.82

2.45

2.86

Pb (%) - CV

1.50

1.17

1.56

1.27

1.96

2.76

1.63

1.96

1.72

1.43

2.13

Zn (%) - Count

1215

478

1256

1987

279

1115

1392

2893

311

2468

2664

Zn (%) - Mean

4.20

8.12

3.65

7.50

1.95

1.22

6.02

3.68

4.62

4.34

2.57

Zn (%) - Minimum

0.01

0.01

0.01

0.01

0.01

0.00

0.01

0.00

0.01

0.00

0.00

Zn (%) -Maximum

30.02

39.00

22.38

45.18

20.25

15.25

53.99

44.23

39.02

31.61

45.63

Zn (%) - Std. Dev.

4.21

8.09

3.41

7.38

3.05

1.87

7.19

6.00

7.22

4.44

3.68

Zn (%) - CV

1.00

1.00

0.94

0.98

1.57

1.53

1.20

1.63

1.56

1.02

1.43

The basic statistics of the domain-coded data indicated that the domains were characterized by mixed populations (due to the incorporation of low-grade internal waste) and strongly skewed distributions (due to the presence of extreme elevated values), which was reflected in their high coefficients of variation. The coefficient of variation (CV) is the ratio of the standard deviation to the mean. It is a relative measurement of sample variability and, if the ratio is much higher than 1, care should be taken during estimation using a linear Kriging algorithm. CV ratios significantly higher than one indicate skewed underlying statistical distributions. The influence of high grades during Kriging interpolation should be controlled to avoid unrealistic smearing of high assay values.

The composite statistics in Table 11.6 and Table 11.7 show that the CV ratios for the major mineralized domains are higher than 1, mainly for gold and silver, copper, lead, and zinc in some mineralized veins. The influence of high grades during estimation needs to be carefully controlled.

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11.3.6. Compositing

A statistical assessment of the raw sample lengths indicates that most samples are taken at a nominal core length of approximately 1m. Figure 11.6 shows the histogram of the sample lengths for all domains combined for Arista (on the left) and Switchback (on the right). The figure indicates that the average sample length is around 1.02 m for Switchback and 0.9 m for Arista. Several samples have more significant support (up to a maximum sample length of 6 m in Arista; however, this maximum sample length relates to an empty intersection.

Graphic

Figure 11.6 Histogram of raw sample lengths in all samples from Arista (left) and from Switchback (right)

AMBA´s QP composited the assays to 1 m with a 0.5 m tolerance, beginning at the collars. Compositing process respect the limits of the mineralized veins. Small intervals were merged with the previous interval. Composite lengths range from 0.1 m to 1.49 m.

The majority of composites (90%) had a length from 70 cm to 1.4 m, and 1% of the composites had a length less than 0.5 m. The composite length corresponds to half of the parent block size in the direction of the wide of the veins.

11.3.7. Treatment of High Grade Assays

Where the assay distribution is skewed positively or approaches log-normal, erratic high-grade values can have a disproportionate effect on the average grade of a deposit. One method of treating these outliers in order to reduce their influence on the average grade is to cut or cap them at a specific grade level. Another possibility is to limit the range of influence using a restricted search radii for these samples considered outliers.

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AMBA´s QP applied a general high grade capping to Au, Ag, Cu, Pb and Zn assays to a very small amount of outlier values located in the upper tail of the metal distributions (Figure 11.7 and Figure 11.8). These extreme values are very erratic, do not seem to correspond with the grade distribution, and, in some situations, could even be sampling errors.

Graphic

Figure 11.7 General capping for all Switchback vein domains

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Graphic

Figure 11.8 General capping for all Arista vein domains

A summary of general capping is shown in Table 11.8 with the number of capped for each metal. Composite samples above these thresholds were capped prior to estimation.

Table 11.8 Summary of general capping for Arista and Switchback

Arista

Grade capped

Number of
composites capped

Au(g/t)

133.55

17

Ag (g/t)

9300

50

Cu(%)

7.23

31

Pb(%)

24.5

36

Zn(%)

43

9

Switchback

Grade capped

Number of
composites capped

Au(g/t)

60

15

Ag (g/t)

2600

6

Cu(%)

6

7

Pb(%)

40

5

Zn(%)

40

5

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A second capping analysis was performed, individually for each vein. To determine the appropriate capping thresholds, composite sample population statistics, histograms and lognormal probability plots were examined for each modeled vein. An example for Selene vein is shown in Figure 11.9

Graphic

Figure 11.9 Log probability plots for Au, Ag, Cu, Pb and Zn, for Selene Vein, showing the capping criteria

Log Probability plots commonly show outliers at the 98th to 99th percentile (disintegration of the upper tail of the cumulative distribution). The final outlier threshold was selected between these percentiles to adjust the capping levels with grade reconciliation with the mine and process, and to reduce global bias.

Each one of the thresholds defined for capping, each vein was applied during the grade estimation, limiting the search range, in order to use the capped grades for estimation, but restricting their influence to a few blocks next to the composite (Figure 11.10).

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Table 11.9 Composite Capping Values Inside Wire-Framed Veins of the Don David Mine

SYSTEM

VEIN

AU
G/T

AG
G/T

CU
%

PB
%

ZN
%

SYSTEM

VEIN

AU
G/T

AG
G/T

CU
%

PB
%

ZN
%

Switchback

01-selene

25

600

1.2

12

20

Arista

07- candelaria

25

4000

2.5

10

11

Switchback

13- silvia

20

450

1.4

11

20

Arista

08- splay66

36

3500

3.5

12

33

Switchback

14- soledad sur

12

700

4

10

21

Arista

09-baja

30

4450

3

11

28

Switchback

15- soledad-rm5

11

450

1.5

9

17

Arista

10- splay66-rm1

20

1450

2.5

10

27

Switchback

16- soledad norte

19

700

2.3

21

28

Arista

11- splay 31

21

2000

1.9

11

22

Switchback

17-susana norte

3

350

1.7

5

13

Arista

12- splay 5

27

5900

1.5

14

14.5

Switchback

18-sagrario

20

500

1.9

10

11

Arista

40-STA-HELENA

12

600

2.5

11

23

Switchback

19-sofia

25

210

2.1

9.5

14

Arista

41-ESTE-SUR

20

3000

4

7

10

Switchback

20-sam2

2

50

1

3.5

8

Arista

42-LUZ

22

3200

2.7

8

10

Switchback

21-sadie-2

n.a.

500

n.a.

n.a.

n.a.

Arista

43-SPLAY06

4

700

0.6

2.5

1.8

Switchback

22-sara

7

220

n.a.

6

22

Arista

44-GISELA

n.a.

1000

n.a.

10

8

Switchback

23-sadie-1

n.a.

1200

n.a.

n.a.

2

Arista

45-SPLAY31-RM3

7

3000

1.9

3

n.a.

Switchback

24-sbn1

3

n.a.

n.a.

3

n.a.

Arista

46-ARISTA

60

7950

4.8

25

28.5

Switchback

25-sasha-1

n.a.

800

n.a.

0.5

2

Arista

47-AIRE

5

700

0.5

1

3.6

Switchback

26-sandy-2

3

200

n.a.

2

n.a.

Arista

48-MERCEDES

1.1

170

n.a.

n.a.

n.a.

Switchback

27-sagram1

2

n.a.

1

1

5

Arista

49-STA-CLARA

2.5

680

1.6

7

15

Switchback

28-sam1

n.a.

n.a.

1

1

2

Arista

50-VETA03

60

1900

4.8

20

40

Switchback

29-samarinda

n.a.

n.a.

n.a.

1

n.a.

Arista

51-VIRIDIANA-R1

60

1900

7

9

10

Switchback

30-sandy-1

5

n.a.

n.a.

4

n.a.

Arista

52-ESTE-NORTE

8.5

300

1.65

7

11

Switchback

31-sasha-2

n.a.

n.a.

n.a.

n.a.

n.a.

Arista

53-ALTA

45

1400

2.9

15

26

Switchback

32-sbn2

3

60

n.a.

n.a.

1

Arista

54-ESTE-SUR-RM1

n.a.

95

n.a.

n.a.

3.1

Switchback

33-selene-rm1

3

n.a.

n.a.

n.a.

n.a.

Arista

55-CHUY1

18

1150

3.45

15

27

Switchback

34-solram1

7

400

n.a.

6

n.a.

Arista

56-SPLAY31-RM1

1.2

80

0.9

3.5

n.a.

Switchback

35-solram2

3

200

n.a.

n.a.

n.a.

Arista

57-SPLAY05-RM1

11

1600

0.8

15

14

Switchback

36-solram3

2

250

n.a.

3

9

Arista

58-VIRIDIANA-R2

16.5

310

n.a.

n.a.

19

Switchback

37-solram4

n.a.

n.a.

n.a.

3

5

Arista

59-STA-LUCIA

30

1375

2.6

9

15

Switchback

38-sonya

2

150

1.5

2

5

Arista

60-SPLAY06-SUR

0.5

93

n.a.

n.a.

n.a.

Switchback

39-susana-s

4

400

1

7

n.a.

Arista

61-SPLAY31-RM4

n.a.

17.5

n.a.

n.a.

n.a.

Arista

02-santiago

17

950

1.2

8

13

Arista

62-VETA01

27

1500

1.9

14

25

Arista

03-baja_rm1

19

700

1.3

12

28

Arista

63-SPLAY31-RM2

2.3

107

n.a.

3.9

4.9

Arista

04-sta_cecilia

10.5

260

2

9.5

14

Arista

64-SANTIAGO-RM1

n.a.

n.a.

n.a.

2.1

1.25

Arista

05-viridiana

25

1675

5

16

33

Arista

65-CHUY2

20

280

0.9

4

22

Arista

06-marena

8

400

1.8

5

11

 

 

 

 

 

 

 

Note:

n.a.: not applicable

102


Table of Contents

Graphic

Figure 11.10 Exclusion of distant high yield samples in Vulcan, for Ag grades estimation, Selene Vein

11.3.8. Trend Analysis - Variography

A variogram is a geostatistical tool that describes the spatial continuity of the data as a function of distance and direction. The experimental variogram is a discrete function calculated using a measure of variability between pairs of points at various distances and directions. A variogram parameter is thus a vector describing grade spatial variability in space. The spatial variability model should be compatible with accepted geologic knowledge. Therefore, variography is closely related to the understanding of the mineralization and its geological parameters. For example, the modeled anisotropies should be consistent with the spatial distribution of known geologic controls, and the variances and ranges of the models should be consistent with the overall variability observed in the data (Rossi & Deutsch, 2014).

The mineralized veins that control the continuity of the mineralization show a wide variability in their spatial orientation, both in azimuth and dip. Experimental variograms were calculated for each vein using length-weighted composites.

Analysis of the spatial distribution of Au, Ag, Cu, Pb and Zn grades consisted of variographic maps and the modelling of directional grade variograms. Directional variograms were modelled in order to obtain the variogram models to be used for estimation process. Variogram analyses started with the definition of the 3 main directions of continuity, following the main directions of known geological continuity (spatial orientation of the veins) for each domain, with the support of the variographic maps. Experimental variograms were obtained for each direction of continuity. Experimental variograms were modelled, generally using one exponential and one spherical structure or two spherical structures. Figure 11.11 and Figure 11.12 show examples of variograms for Ag, for Selene (Switchback) and Santa Cecilia (Arista), respectively.

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For veins with insufficient composite data to define spatial models for the mineralization as a separate domain, variogram continuity parameters were assumed to be the same as a spatially proximal vein with similar geological, orientation and/or mineralization characteristics.

Table 11.10 summarized the parameters that describe grades continuity for the major estimation domains.

Graphic

Figure 11.11 Selene (Switchback) experimental and modelled Ag variograms

104


Table of Contents

Graphic

Figure 11.12 Santa Cecilia (Arista) experimental and modelled Ag variograms

105


Table of Contents

Table 11.10 Summary of parameters describing grade continuity for major estimation domains

Vein

Element

Nugget

Model
Type

Sill

Bearing

Plunge

Dip

Major
Axis

Semi
Axis

Minor
Axis

Model
Type

Sill

Bearing

Plunge

Dip

Major
Axis

Semi
Axis

Minor
Axis

1
Selene

Au

0.1

Exp

0.6

vein_bear

0

vein_dip

15

11

2

Sph

0.3

vein_bear

0

vein_dip

61

24

7

Ag

0.2

Sph

0.3

vein_bear

0

vein_dip

14

21

4

Sph

0.5

vein_bear

0

vein_dip

160

56

6

Cu

0.1

Sph

0.6

vein_bear

0

vein_dip

13

20

3

Sph

0.3

vein_bear

0

vein_dip

100

50

5

Pb

0.25

Exp

0.5

vein_bear

0

vein_dip

35

22

3

Sph

0.3

vein_bear

0

vein_dip

110

60

6

Zn

0.12

Exp

0.6

vein_bear

0

vein_dip

16

18

3

Sph

0.3

vein_bear

0

vein_dip

230

126

6

13
Silvia

Au

0.08

Sph

0.5

vein_bear

0

vein_dip

5

27

3

Sph

0.4

vein_bear

0

vein_dip

60

36

12

Ag

0.17

Sph

0.3

vein_bear

0

vein_dip

9

27

4

Sph

0.5

vein_bear

0

vein_dip

45

28

12

Cu

0.11

Exp

0.6

vein_bear

0

vein_dip

8

18

6

Sph

0.3

vein_bear

0

vein_dip

43

19

8

Pb

0.08

Exp

0.6

vein_bear

0

vein_dip

3

9

3

Sph

0.3

vein_bear

0

vein_dip

27

27

7

Zn

0.1

Exp

0.6

vein_bear

0

vein_dip

5

21

3

Sph

0.3

vein_bear

0

vein_dip

49

35

7

14
Soledad
Sur

Au

0.16

Exp

0.5

vein_bear

0

vein_dip

22

15

4

Sph

0.4

vein_bear

0

vein_dip

146

55

10

Ag

0.07

Exp

0.7

vein_bear

0

vein_dip

5

14

4

Sph

0.1

vein_bear

0

vein_dip

29

50

7

Cu

0.19

Exp

0.5

vein_bear

0

vein_dip

10

12

21

Sph

0.2

vein_bear

0

vein_dip

30

45

27

Pb

0.13

Exp

0.6

vein_bear

0

vein_dip

3

8

3

Sph

0.1

vein_bear

0

vein_dip

38

30

5

Zn

0.09

Exp

0.6

vein_bear

0

vein_dip

5

5

3

Sph

0.1

vein_bear

0

vein_dip

18

11

5

16
Soledad
Norte

Au

0.11

Exp

0.6

vein_bear

0

vein_dip

20

20

9

Sph

0.3

vein_bear

0

vein_dip

125

40

10

Ag

0.04

Exp

0.6

vein_bear

0

vein_dip

19

33

4

Sph

0.3

vein_bear

0

vein_dip

85

40

8

Cu

0.07

Exp

0.7

vein_bear

0

vein_dip

6

18

5

Sph

0.2

vein_bear

0

vein_dip

75

30

15

Pb

0.09

Exp

0.6

vein_bear

0

vein_dip

11

18

5

Sph

0.3

vein_bear

0

vein_dip

44

31

14

Zn

0.07

Exp

0.7

vein_bear

0

vein_dip

8

15

5

Sph

0.3

vein_bear

0

vein_dip

90

40

12

2
Santiago

Au

0.2

Exp

0.3

vein_bear

0

vein_dip

9

57

1

Sph

0.5

vein_bear

0

vein_dip

55

74

5

Ag

0.09

Exp

0.6

vein_bear

0

vein_dip

41

222

4

Sph

0.3

vein_bear

0

vein_dip

113

223

15

Cu

0.09

Exp

0.6

vein_bear

0

vein_dip

15

131

4

Sph

0.4

vein_bear

0

vein_dip

91

134

7

Pb

0.05

Exp

0.7

vein_bear

0

vein_dip

5

20

3

Sph

0.2

vein_bear

0

vein_dip

41

43

4

Zn

0.09

Exp

0.5

vein_bear

0

vein_dip

6

19

4

Sph

0.4

vein_bear

0

vein_dip

45

55

6

4
S Cecilia

Au

0.07

Exp

0.7

vein_bear

0

vein_dip

22

32

3

Sph

0.3

vein_bear

0

vein_dip

100

62

4

Ag

0.05

Exp

0.7

vein_bear

0

vein_dip

15

31

3.5

Sph

0.3

vein_bear

0

vein_dip

115

35

5

Cu

0.1

Exp

0.5

vein_bear

0

vein_dip

10

22

4

Sph

0.4

vein_bear

0

vein_dip

77

70

5

Pb

0.12

Exp

0.4

vein_bear

0

vein_dip

9

12

2.5

Sph

0.5

vein_bear

0

vein_dip

46

78

4

Zn

0.01

Exp

0.6

vein_bear

0

vein_dip

5

28

2.5

Sph

0.4

vein_bear

0

vein_dip

47

39

5

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Table of Contents

5
Viridiana

Au

0.25

Exp

0.5

vein_bear

0

vein_dip

4

26

6

Sph

0.3

vein_bear

0

vein_dip

49

47

8

Ag

0.25

Exp

0.5

vein_bear

0

vein_dip

5

15

4

Sph

0.3

vein_bear

0

vein_dip

46

60

5

Cu

0.18

Exp

0.5

vein_bear

0

vein_dip

4

52

4.5

Sph

0.4

vein_bear

0

vein_dip

100

53

6

Pb

0.18

Exp

0.7

vein_bear

0

vein_dip

15

35

4

Sph

0.2

vein_bear

0

vein_dip

85

90

6

Zn

0.1

Exp

0.6

vein_bear

0

vein_dip

7

30

3

Sph

0.3

vein_bear

0

vein_dip

53

71

4

6
Marena

Au

0.35

Sph

0.2

vein_bear

0

vein_dip

36

55

2

Sph

0.4

vein_bear

0

vein_dip

40

80

6

Ag

0.15

Sph

0.6

vein_bear

0

vein_dip

5

35

1.5

Sph

0.2

vein_bear

0

vein_dip

20

56

8

Cu

0.04

Sph

0.5

vein_bear

0

vein_dip

10

24

2

Sph

0.5

vein_bear

0

vein_dip

23

85

5

Pb

0.17

Sph

0.5

vein_bear

0

vein_dip

15

18

3

Sph

0.4

vein_bear

0

vein_dip

25

55

7

Zn

0.07

Sph

0.6

vein_bear

0

vein_dip

14

17

3

Sph

0.3

vein_bear

0

vein_dip

46

65

5

8
Sp 66

Au

0.2

Sph

0.3

vein_bear

0

vein_dip

5

15

1

Sph

0.3

vein_bear

0

vein_dip

20

33

4

Ag

0.13

Sph

0.4

vein_bear

0

vein_dip

5

28

1

Sph

0.5

vein_bear

0

vein_dip

40

31

6

Cu

0.12

Sph

0.4

vein_bear

0

vein_dip

17

5

1

Sph

0.5

vein_bear

0

vein_dip

92

25

6

Pb

0.11

Sph

0.4

vein_bear

0

vein_dip

10

14

1

Sph

0.5

vein_bear

0

vein_dip

100

35

6

Zn

0.06

Sph

0.2

vein_bear

0

vein_dip

9

19

3

Sph

0.7

vein_bear

0

vein_dip

53

32

10

9
Baja

Au

0.13

Exp

0.6

vein_bear

0

vein_dip

18

58

2

Sph

0.3

vein_bear

0

vein_dip

69

83

6

Ag

0.2

Exp

0.5

vein_bear

0

vein_dip

23

115

2

Sph

0.3

vein_bear

0

vein_dip

69

128

6

Cu

0.12

Exp

0.5

vein_bear

0

vein_dip

8

40

2

Sph

0.4

vein_bear

0

vein_dip

55

65

6

Pb

0.11

Sph

0.5

vein_bear

0

vein_dip

27

60

2

Sph

0.4

vein_bear

0

vein_dip

71

105

6

Zn

0.07

Exp

0.6

vein_bear

0

vein_dip

6

33

2

Sph

0.4

vein_bear

0

vein_dip

79

50

6

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11.3.9. Block Models

Base block models were constructed in Maptek Vulcan software using the vein systems wireframes for Arista, Switchback and Alta Gracia, with empty or blank values assigned to the individual blocks/sub-blocks prior to modelling.

Table 11.11. provides a listing of block models extents and orientations, and the sub-blocking parameters used to define the volume of the wireframes within the models. The block models were rotated to the average strike of the vein systems. Table 11.12. gives a listing of the standard block model parameters, their data type, default values and a descriptive comment on value estimation or assignment.

Table 11.11 Block Model Specifications – Arista, Switchback and Alta Gracia models

SWITCHBACK

EASTING (M)

NORTHING (M)

RL (M)

Minimum Coordinates

808,150

1,847,350

100

Maximum Coordinates

809,950

1,848,350

950

Model Extent

1,800

1,000

850

Parent Block Size

10

1

10

Sub-block Size

2.5

0.5

2.5

Rotation (degrees, following left hand rule)

135

0

0

ARISTA

EASTING (M)

NORTHING (M)

RL (M)

Minimum Coordinates

807,938.3

1,846,913.6

150.0

Maximum Coordinates

809,438.3

1,847,513.6

950.0

Model Extent

1,500.0

600.0

800.0

Parent Block Size

10

1

10

Sub-block Size

2.5

0.5

2.5

Rotation (degrees, following left hand rule)

135

0

0

ALTA GRACIA

EASTING (M)

NORTHING (M)

RL (M)

Minimum Coordinates

794,100

1,847,700

1,200

Maximum Coordinates

795,400

1,848,450

1,700

Model Extent

1,300

750

500

Parent Block Size

2.5

750

2.5

Sub-block Size

2.5

0.5

2.5

Rotation (degrees, following left hand rule)

50

0

0

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Table 11.12 Block Model Variables – Arista, Switchback and Alta Gracia models

VARIABLE

DATA TYPE

DEFAULT
VALUE

DESCRIPTION

au_ok

Float (Real * 4)

-9

Kriged Au grade

ag_ok

Float (Real * 4)

-9

Kriged Ag grade

zn_ok

Float (Real * 4)

-9

Kriged Zn grade

cu_ok

Float (Real * 4)

-9

Kriged Cu grade

pb_ok

Float (Real * 4)

-9

Kriged Pb grade

categ

Integer (Integer * 4)

0

resource class (1=Measured, 2=Indicated, 3=Inferred)

dist_au_ok

Float (Real * 4)

-9

distance to the closest sample Au estimation

dist_ag_ok

Float (Real * 4)

-9

distance to the closest sample Ag estimation

dist_zn_ok

Float (Real * 4)

-9

distance to the closest sample Zn estimation

dist_cu_ok

Float (Real * 4)

-9

distance to the closest sample Cu estimation

dist_pb_ok

Float (Real * 4)

-9

distance to the closest sample Pb estimation

flag_au_ok

Integer (Integer * 4)

-9

Au estimation pass

flag_ag_ok

Integer (Integer * 4)

-9

Ag estimation pass

flag_zn_ok

Integer (Integer * 4)

-9

Zn estimation pass

flag_cu_ok

Integer (Integer * 4)

-9

Cu estimation pass

flag_pb_ok

Integer (Integer * 4)

-9

Pb estimation pass

nsamples_au_ok

Integer (Integer * 4)

-9

Number of samples Au estimation

nsamples_ag_ok

Integer (Integer * 4)

-9

Number of samples Ag estimation

nsamples_zn_ok

Integer (Integer * 4)

-9

Number of samples Zn estimation

nsamples_cu_ok

Integer (Integer * 4)

-9

Number of samples Cu estimation

nsamples_pb_ok

Integer (Integer * 4)

-9

Number of samples Pb estimation

densidad

Float (Real * 4)

2.79

Density

au_eqv

Float (Real * 4)

-9

calculated au equivalent

vein

Integer (Integer * 4)

-9

vein domain code

nsr

Float (Real * 4)

-9

calculated nsr

ag_nn

Float (Real * 4)

-9

ag nn assignment

au_nn

Float (Real * 4)

-9

au nn assignment

cu_nn

Float (Real * 4)

-9

cu nn assignment

pb_nn

Float (Real * 4)

-9

pb nn assignment

zn_nn

Float (Real * 4)

-9

zn nn assignment

minada

Integer (Integer * 4)

0

mined out = 1

vein_bear

Float (Real * 4)

-9

vein bearing

vein_dip

Float (Real * 4)

-9

vein dip

vein_plunge

Float (Real * 4)

-9

vein plunge

minor

Float (Real * 4)

-9

minor anisotrpy direction

The sub-celled block model accurately represents the volume and tonnage contained within the constraining wireframes. Table 11.13. shows the block model tonnage compared with the tonnage of the wireframes, for the major mineralized veins.

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Table 11.13 Comparison between wireframes and block model tonnages

VEIN

BM TONNAGE

WIREFRAMES TONNAGE

% DIFFERENCE

02_SANTIAGO

1526923.41

1526556.34

-0.02%

04_STA_CECILIA

433138.78

433185.77

0.01%

05_VIRIDIANA

423382.50

424047.95

0.16%

06_MARENA

426713.06

427520.16

0.19%

08_SP-66

458379.56

457903.33

-0.10%

09_BAJA

758252.25

758001.73

-0.03%

01_SELENE

289994.34

291097.98

0.38%

13_SILVIA

116665.59

116803.31

0.12%

14_SOLEDAD_SUR

1382976.84

1383200.93

0.02%

16_SOLEDAD_NORTE

2648616.75

2648572.15

0.00%

The block model limits are shown relative to drilling and mineralized vein wireframes at Arista and Switchback in Figure 11.13. Figure 11.14 shows corresponding view of the Alta Gracia block model limits.

Graphic

Figure 11.13 Block Model locations, orientations and dimensions for the Arista and Switchback Vein Systems at the Arista Underground Mine

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Graphic

Figure 11.14 Block Model Location, orientation and dimension for the Alta Gracia Vein Systems

11.3.10. Search Strategy and Grade Interpolation Parameters

Prior to grade estimation, the raw drillhole data set was coded (“flagged”) with the domain (vein) code delimited using the modelled wireframes. The result of this flagging was visually checked. The samples were subsequently composited to 1 m length, respecting the flagged domain code limits for each individual domain. Length-weighted compositing was performed for each metal used for resource modeling (Au, Ag, Cu, Pb and Zn). For a listing of domain codes refer Table 115 that shows the coding of the individual wireframes. The numeric codes for the wireframes, for the composites and for the mineralized domains in the block model are identical and unique for each vein.

Ordinary Kriging (OK) was selected as the method for the estimation for Au, Ag, Cu, Pb and Zn grades. Block Kriging was done with a discretization of the parent cell into a 4x1x4 grid for Arista and Switchback estimation and 2x2x2 grid for Alta

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Gracia estimation. All search directions were based on Vulcan’s dynamic anisotropy, which varies search ellipsoid orientations according to the trend of the mineralization domain (Figure 11.15).

Graphic

Figure 11.15 Vertical cross-section of Soledad Sur vein with Ag search ellipsoids showing variable anisotropy

All available 1 m drillhole composites with a variable top-cut for each domain (as described in Section 11.3.7) were used in the model estimation. The variogram parameters and the ranges of influence described in Section 11.3.8 were used for the estimation of each vein.

The block grade estimation was completed in three passes of expanding search ellipsoids, with only blocks not estimated in an earlier pass available for estimation during the next pass. Pass 1 uses a search radius equal to the variogram range corresponding to 80% of the total variance; Pass 2 uses a search radius equal to the variogram range corresponding to 90% of the total variance (Figure 11.16); and Pass 3 uses a search radius of 120 m in the major and semi-major axis and 20 m in the minor axis (this is

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normally 2 to 3 times the range of the variogram). Search parameters examples are listed in Table 11.14 for some domains in Switchback and Arista.

Graphic

Figure 11.16 Example of relationship between variogram range and search radii (Soledad Sur, continuity models for gold)

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Table 11.14 Example of search parameters

ESTIMATION
DOMAIN

PASS

ROTATION ANGLES BM
VARIABLE

SEARCH ELLIPSE RADIO (M)

THRESHOLD
HIGH YIELD
GRADES

HIGH YIELD LIMITS (RADII
FOR CAPPING)

# OF
COMPOSITES

MAX #
OF
COMP
PER
DH

MAX
SAMPLE
PER
OCTANT

BEARING

PLUNGE

DIP

MAJOR

SEMI-
MAJOR

MINOR

MAJOR

SEMI-MAJOR

MINOR

MIN

MAX

16
Soledad
Norte - Ag

1

vein_bear

0

Vein_dip

25

20

3

700

15

15

2

5

20

2

2

2

vein_bear

0

Vein_dip

42

27

10

700

15

15

2

3

20

2

2

3

vein_bear

0

Vein_dip

120

120

20

700

15

15

2

2

20

-

-

16
Soledad
Norte - Au

1

vein_bear

0

Vein_dip

26

15

3

19

15

15

2

5

20

2

2

2

vein_bear

0

Vein_dip

57

22

10

19

15

15

2

3

20

2

2

3

vein_bear

0

Vein_dip

120

120

20

19

15

15

2

2

20

-

-

05
Viridiana -
Ag

1

vein_bear

0

Vein_dip

8

15

3

1675

8

15

2

5

20

2

2

2

vein_bear

0

Vein_dip

20

28

10

1675

8

15

2

3

20

2

2

3

vein_bear

0

Vein_dip

120

120

20

1675

8

15

2

2

20

-

-

05
Viridiana -
Zn

1

vein_bear

0

Vein_dip

13

25

3

33

13

15

2

5

20

2

2

2

vein_bear

0

Vein_dip

26

38

10

33

13

15

2

3

20

2

2

3

vein_bear

0

Vein_dip

120

120

20

33

13

15

2

2

20

-

-

09
Baja - Ag

1

vein_bear

0

Vein_dip

20

60

3

4450

10

10

1

5

20

2

2

2

vein_bear

0

Vein_dip

34

84

10

4450

10

10

1

3

20

2

2

3

vein_bear

0

Vein_dip

120

120

20

4450

10

10

1

2

20

-

-

09
Baja - Ag

1

vein_bear

0

Vein_dip

16

28

3

3

15

15

2

5

20

2

2

2

vein_bear

0

Vein_dip

30

40

10

3

15

15

2

3

20

2

2

3

vein_bear

0

Vein_dip

120

120

20

3

15

15

2

2

20

-

-

Octant search was applied for the two first passes, with a maximum of 2 (two) samples per octant.

The minimum number of samples in the first pass is set at 5, decreasing to 3 and 2 composites in the second and third pass respectively, using a maximum number of composites of 20. In some veins of limited extent, with a small number of composites, a greater restriction for the minimum and maximum composites was applied, in order to avoid over-smoothing of the estimated grades. Estimation is into parent cell size. For the two first passes, a maximum of 2 composites was allowed to be derived from one drillhole. Estimation takes place within each mineralized domain using hard boundaries as defined by the wireframes and the data flagging. Therefore, only composites within a domain will be used for the estimation of resources within the domain.

After the block grades estimation, individual estimated metal grades were used to calculate an NSR value and/or an AuEq grade. Nearest Neighbor (“NN”) block grades were also assigned for validation and comparative purposes using the same search parameters.

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11.3.11. Block Model Validation

Block model validation was completed using the following procedures:

Comparison of means between OK and NN block grades, per domain.
Swath plots.
Visual inspection of composite versus block grades.

AMBA´s QP compared the OK grade estimates with NN mean grades, per domain. The block model estimates were checked for global bias by comparing the average metal grades to nearest neighbor model means for Measured and Indicated mineral resources Table 11.15. A nearest neighbor estimator produces a theoretically unbiased estimate of the average value when no cutoff grade is imposed and is a reasonable basis for checking the performance of different estimation methods (typically the target comparison should be less than 5%). Overall, the differences were below 5% for the comparison between the OK and NN grades.

Table 11.15 Measured and Indicated OK vs NN estimates comparison

DOMAIN

AG_OK
MEAN

AG_NN
MEAN

AG_OK
VS
AG_NN
(% DIFF)

AU_OK
MEAN

AU_NN
MEAN

AU_OK
VS
AU_NN
(% DIFF)

CU_OK
MEAN

CU_NN
MEAN

CU_OK
VS
CU_NN
(% DIFF)

PB_OK
MEAN

PB_NN
MEAN

PB_OK
VS
PB_NN
(% DIFF)

ZN_OK
MEAN

ZN_NN
MEAN

ZN_OK
VS
ZN_NN
(% DIFF)

All Switchback

68.06

70.96

-4%

1.63

1.66

-2%

0.40

0.40

-1%

1.52

1.51

0%

4.43

4.45

0%

All Arista

159.2

162.01

-2%

1.92

1.96

-2%

0.3

0.3

0%

1.21

1.2

1%

3.47

3.43

1%

All Alta Gracia

222.9

224.2

-1%

0.49

0.48

2%

-

-

-

-

-

-

-

-

-

Swath plots are constructed slicing through the block model along Easting, Northing and Elevation and comparing average NN grades against average OK block grades. Swath plots show acceptable agreement between NN and OK estimates. Figures

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11.17, 11.18, and 11.19 show swath plots comparing OK and NN estimates, for Au, Ag, Cu, Pb, and Zn, using slicing of 10 m width, perpendicular to the average strike of the veins, for each vein system.

Graphic

Figure 11.17 Cross mineralization average strike swath plots for Alta Gracia

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Graphic

Figure 11.18 Cross mineralization average strike swath plots for Arista

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Graphic

Figure 11.19 Cross mineralization average strike swath plots for Switchback

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The visual inspection of composite and block grades, in successive section lines, revealed that the spatial grade correlation is good, with the model reliably reflecting the distribution of high-grade and low-grade assay values. Figures 11.20, 11.21, and 11.22 show examples of the visual validation conducted for each block model.

Graphic

Figure 11.20 Arista longitudinal vertical section showing Ag blocks versus composite grades

Graphic

Figure 11.21 Switchback longitudinal vertical section showing Zn blocks versus composite grades

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Graphic

Figure 11.22 Alta Gracia vertical cross section showing Au blocks versus composite grades

AMBA validation results suggest that the grade estimates for gold, silver, zinc, copper, and lead are reasonable, and that the block model is suitable to support Mineral Resource and Mineral Reserve estimation.

11.4.Resource Classification

S-K 1300 defines a mineral resource “to mean a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction”. Definitions for resource categories used in this report are those defined by S-K 1300. Mineral Resources are classified into Measured, Indicated, and Inferred categories. S-K 1300 defines:

An Inferred Mineral Resources as “that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling”.
An Indicated Mineral Resource as “that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling”.
A Measured Mineral Resource as “that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling”.

Mineral Resource classification for the Arista, Switchback and Alta Gracia is based on the distances determined by variogram ranges that are indicative of grade continuity, and geological continuity.

Search ranges for each grade estimation pass were defined as a function of the variogram range, as mentioned in point 11.3.10. Flagging of the blocks by estimation pass was performed during the estimation process, for each metal.

The classification of the Mineral Resource estimate was applied, using a Vulcan script, as follows:

Measured Mineral Resources: Measured blocks were defined as those blocks in which all 5 elements (Au, Ag, Cu, Pb, Zn) were estimated in the first estimation pass. The following additional minimum criteria were also met, the search radii are equal to the range of the variogram for the 80% of the total variance and at least 5 composites from a minimum of 3 drill holes were used for the block estimation. Measured Resources are supported with data of a low level of uncertainty as follows:
oDrilling, sampling, and sample preparation and assay procedures follow industry standards and best practices.
oReliability of sampling data: excellent database integrity and representativity based on AMBA´s independent data verification and validation, as well as no significant bias observed in QAQC analysis results.

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oConfidence in interpretation and modelling of geological and estimation domains: veins wireframes show good agreement with the drill holes and underground mapping.
oGeology and grade continuity: based on drilling and underground mapping, trend analysis and variography.
oConfidence in estimation of block grades: block grades correlate well with composite data, statistically and spatially, locally and globally.
oWell supported drilling spacing criteria: based on three drill holes.
Indicated Mineral Resources: Indicated blocks were defined as those blocks in which at least 3 elements were estimated in the first or second estimation pass. The following additional minimum criteria were also met, the search radii are equal to the range of the variogram for the 90% of the total variance and at least 3 composites from a minimum of 2 drill holes were used for the block estimation. Indicated Resources are supported with data of a low and/or medium level of uncertainty as follows:
oDrilling, sampling, and sample preparation and assay procedures follow industry standards and best practices.
oReliability of sampling data: excellent database integrity and representativity based on AMBA´s independent data verification and validation, as well as no significant bias observed in QAQC analysis results.
oConfidence in interpretation and modelling of geological and estimation domains: veins wireframes show good agreement with the drill holes and underground mapping and show relatively acceptable agreement with the drill holes and underground mapping where the density of drill holes is less, particularly at the mineralization edges.
oGeology and grade continuity: based on drilling and underground mapping, trend analysis and variography.
oConfidence in estimation of block grades: block grades correlate well with composite data, statistically and spatially, locally and globally.
oWell supported drilling spacing criteria: based on two drill holes.
Inferred Mineral Resources: Inferred blocks were defined as those blocks that were estimated in the third estimation pass, or in first or second passes but did not meet the conditions for Measured or Indicated Mineral Resource categorization. Inferred Resources are supported with data of a low and/or medium and/or high level of uncertainty as follows:
oDrilling, sampling, and sample preparation and assay procedures follow industry standards and best practices.
oReliability of sampling data: Excellent database integrity and representativity based on AMBA´s independent data verification and validation, as well as no significant bias observed in QAQC analysis results. Less data is available at the mineralization edges.
oConfidence in interpretation and modelling of geological and estimation domains: veins wireframes show good agreement with the drill holes and underground mapping and show relatively acceptable agreement with the drill holes and underground mapping where the density of drill holes is less, particularly at the mineralization edges.
oGeology and grade continuity: based on drilling and underground mapping, trend analysis and variography.
oConfidence in estimation of block grades: block grades correlate reasonably well with composite data, statistically and spatially, locally and globally.
oInfill drilling: more drilling is required to determine continuity of mineralization in areas of wide drill spacing in order to upgrade Inferred Resources to Indicated.

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Figure 11.23, Figure 11.24 and Figure 11.25 show histogram validations of the classification based on the average distance of each block to the samples used for estimation of each Resource category: Green (value 1) show Measured Resources, Blue (value 2) shows Indicated Resources and Red (value 3) shows Indicated Resources.

Figure 11.26, Figure 11.27, and Figure 11.28 show a plan view of the final model classification for Arista, Switchback and Alta Gracia models, respectively, using the same color and value criteria

Graphic

Figure 11.23 Validation of Classification Arista

Graphic

Figure 11.24 Validation of Classification Switchback

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Graphic

Figure 11.25 Validation of Classification Alta Gracia

Graphic

Figure 11.26 Arista vertical cross section view showing the final model classification

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Graphic

Figure 11.27 Switchback Arista vertical cross section view showing the final model classification

Graphic

Figure 11.28 Alta Gracia vertical cross section view showing the final model classification

The classification is considered appropriate for the style of mineralization and information available, however, it is recommended monitoring the production data to ensure that the selected drill spacing is appropriate to support detailed mine planning, especially in narrow veins, as these domains show less grade and geological continuity than the wider veins.

The definitions for Mineral Resources used in this report have been classified in accordance with the definitions for Mineral Resources in subpart 1300 of SEC Regulation S-K, which are consistent with Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves dated May 10, 2014 (CIM (2014) definitions).

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11.5.Resource Reporting

The Mineral Resources for the Arista mine underground operation (Arista and Switchback vein systems) and for Alta Gracia mine as of December 31, 2021, exclusive of Mineral Reserves, are summarized in Table 11.1 and Table 11.2 respectively. The Mineral Resource estimate was reported using all the material within resource shapes generated in Deswik software, satisfying minimum mining size, continuity criteria, and using an NSR value of US$88/t for Arista mine resource shapes and aa AuEq cut-off grade of 2.36 g/t for Alta Gracia mine resource shapes (Figure 11.29). Arista mine and Alta Gracia Mineral Resources are in compliance with the S-K 1300 resource definition requirement of “reasonable prospects for economic extraction”.

Wireframe models for the underground excavations completed at the Arista and Alta Gracia mines as of December 31, 2021 were prepared to remove the portions of the mineralized zones that had been mined out before the resource and reserve stopes were generated.

The sub-blocking functions of the Deswik software package were employed to maximize the accuracy of the mined-out limits.

DDGM also generated solids for non-recoverable areas (“no possible” or “condemned” solids) due to poor ground conditions and inaccessibility, to remove these zones from the Mineral Resources and Mineral Reserves. AMBA considers generating operational and safety constraints to identify, quantify, and remove the tonnes and grades from Mineral Resources and Mineral Reserves to be a good practice. AMBA recommends documenting all the data support to define non-recoverable solids and document any changes to these solids.

In the AMBA QP’s opinion, the assumptions, parameters, and methodology used for the Arista and Alta Gracia Mineral Resource estimates are appropriate for the style of mineralization and mining methods.

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The AMBA QP is of the opinion that, with consideration of the recommendations summarized in Section 1 and Section 23, any issues relating to all relevant technical and economic factors likely to influence the prospect of economic extraction can be resolved with further work.

Graphic

Figure 11.29 Plan View of Mineral Resources Exclusive of Mineral Reserves and condemned zones

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11.5.1. Mineral Resource Estimate Sensitivity

The sensitivity of the mineral resources inventory to changes in cutoff grade was also examined by summarizing tonnes and NSR value at varying NSR cutoff values for Resources exclusive of Mineral Reserves for each vein system separately. (Table 11.16, Table 11.17, and Table 11.18. Figure 11.30, Figure 11.31, and Figure 11.32).

Table 11.16 Grade and tonnages at incremental cut-off grades for Arista

ARISTA MEASURED + INDICATED

ARISTA INFERRED

CUTOFF

NSR

KTONNES

CUTOFF

NSR

KTONNES

0

110.52

2697

0

74.14

3682

10

116.13

2560

10

77.81

3497

20

125.02

2353

20

85.03

3129

30

136.04

2119

30

94.85

2691

40

148.63

1884

40

103.36

2356

50

162.18

1667

50

116.46

1924

60

176.75

1467

60

128.81

1603

70

192.91

1282

70

140.66

1353

80

209.62

1123

80

151.42

1162

90

225.65

995

90

165.9

955

100

241.6

887

100

181.94

780

110

256.83

798

110

198.5

642

120

271.74

722

120

222.61

497

130

286.36

657

130

244.06

408

140

300.87

600

140

262.46

349

150

316.03

546

150

280.8

302

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Graphic

Figure 11.30 Grade tonnage curves for Arista

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Table 11.17 Grade and tonnages at incremental cut-off grades for Switchback

SWITCHBACK MESSUARE + INDICATED

SWITCHBACK INFERRED

CUTOFF

NSR

KTONNES

CUTOFF

NSR

KTONNES

0

110.89

1160

0

81.74

1970

10

112.73

1140

10

84.82

1895

20

117.94

1083

20

87.94

1812

30

124.32

1013

30

92.12

1699

40

130.54

947

40

97.78

1546

50

137.69

874

50

103.86

1386

60

146.11

793

60

111.76

1194

70

156.81

701

70

119.36

1027

80

169.19

608

80

126.63

883

90

183.34

521

90

134.2

747

100

197.97

447

100

145.05

584

110

211.09

392

110

157.62

446

120

224.15

345

120

169.66

348

130

236.44

307

130

179.24

287

140

248.16

275

140

189.81

232

150

258.85

249

150

201.01

185

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Graphic

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Figure 11.31 Grade tonnage curves for Switchback

Table 11.18 Grade and tonnages at incremental cut-off grades for Alta Gracia

Alta Gracia Measured + Indicated

Alta GraciaInferred

Cutoff

au_eqv

KTonnes

Cutoff

au_eqv

KTonnes

0

2.96

260

0

2.63

329

0.25

3.15

243

0.25

3.01

286

0.5

3.28

233

0.5

3.12

275

0.75

3.45

219

0.75

3.28

258

1

3.64

203

1

3.51

236

1.25

3.89

185

1.25

3.76

213

1.5

4.17

166

1.5

3.91

200

1.75

4.45

150

1.75

4.13

183

2

4.78

133

2

4.44

161

2.25

5.08

119

2.25

4.57

152

2.5

5.37

108

2.5

4.73

142

2.75

5.67

97

2.75

4.93

130

3

5.95

88

3

5.09

120

3.25

6.22

81

3.25

5.27

110

3.5

6.48

74

3.5

5.41

103

3.75

6.74

68

3.75

5.58

94

4

7.01

62

4

5.82

83

4.25

7.3

56

4.25

6.17

68

4.5

7.61

51

4.5

6.5

58

4.75

7.89

47

4.75

6.72

52

5

8.21

42

5

6.98

45

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Graphic

Figure 11.32 Grade tonnage curves for Alta Gracia

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11.5.2. Comparison to Previous Mineral Resource Estimates

A comparison of the current Mineral Resource estimate, exclusive of Mineral Reserves, to the previous 2021 Mineral Resource estimate is presented for Arista mine and Alta Gracia, in Table 11.19 and Table 11.20, and in Figure 11.33 and Figure 11.34 and, respectively. Overall, the resources have decreased significantly. The differences are primarily due to the following changes:

Updated “no possible” or “condemned” areas that are excluded from the Mineral Reserves and Mineral Resources, due to poor ground conditions and inaccessibility.
Changes in the vein modelling criteria, which aimed at adjusting the width of the veins.
New classification criteria.
Higher NSR and AuEq cut-off values.
Depletion of material through mining.

Table 11.19 Comparison of 2021 Versus 2022 Arista Mineral Resources

2021 Arista Mine M+I Resources

2,279,800

block model & cut-off changes

(719,685)

2022 Mina Arista M+I Resources

1,560,115

Graphic

Figure 11.33 Comparison of 2021 Versus 2022 Arista Mineral Resources

Table 11.20 Comparison of 2021 Versus 2022 Alta Gracia Mineral Resources

2021 Alta Gracia M+I Resources

169,300

block model & cut-off changes

(55,300)

2022 Alta Gracia M+I Resources

114,000

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Graphic

Figure 11.34 Comparison of 2021 Versus 2022 Alta Gracia Mineral Resources

11.5.3. Risk Factors

Relevant factors which may affect the estimation of mineral resources include changes to the geological, geotechnical and geo-metallurgical models, infill drilling to convert material to a higher classification, drilling to test for extensions to known mineral resources, collection of additional bulk density data and significant changes to commodity prices. It should be noted that these and other factors pose potential risks and opportunities, of greater or lesser degree to the estimate, since the model is based on currently available data. Risks associated with key estimation parameters include the following:

Survey errors associated with channel samples may locate some assay results outside the modeled vein structures;
Complex structural geology can make it difficult to assign high-grade drill hole samples to the correct vein;
High variance in on-site assay results may artificially bias local estimates.
Lack of a robust reconciliation program implemented at the mine makes comparison of estimated grades and tonnages to the actuals difficult.

11.6.Comment on Section 11

The QP responsible for this Section 14 of this Technical Report considers that:

Protocols for drilling, sampling preparation and analysis, verification, and security meet industry standard practices and are appropriate for the purposes of a Mineral Resource estimate.
The QAQC program as designed and implemented by DDGM is adequate, with no significant bias, to support the resource database. The resource database was verified by AMBA and is suitable for Mineral Resource estimation.
The geological models are reasonably constructed using available geological information and are appropriate for Mineral Resource estimation.
The assumptions, parameters, and methodology used for the Mineral Resource estimate are appropriate for the style of mineralization and proposed mining methods.

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12MINERAL RESERVE ESTIMATES

12.1Introduction

A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction is reasonably justified. Mineral Reserves are subdivided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves.

Upon receipt of the block model a review was conducted to confirm the Mineral Resource was reported correctly and to validate the various fields in the model.

A breakeven NSR cutoff grade of $88/t was used for estimations of Proven and Probable reserves at the Arista Underground Mine. The term “cutoff grade” means the lowest NSR value considered economic to process.

No appreciable amounts of base metals are present in the veins identified to-date at the Mirador Underground Mine at the Alta Gracia property. A breakeven cutoff grade of 2.36 g/t AuEq was used for Proven and Probable reserves at the Mirador Underground Mine using gold and silver only to calculate AuEq.

The mineral reserve estimate for the Arista and Mirador Underground Mines is based on technical data and information available, mainly results of underground chip channel and drill hole sampling, as of December 31, 2021. The current mineral reserve estimate was prepared by the QPs described in Section 2 with contributions provided by DDGM project technical staff.

12.2Mineral Reserve Confidence

Reserve classification considers several aspects affecting confidence in reserve estimations, such as:

Geological continuity (including geological understanding and complexity)
Data density and orientation
Data accuracy and precision
Grade continuity (including spatial continuity of mineralization)

There is substantial information to support a good understanding of the geological continuity of the primary veins at the Arista Underground Mine. Development and exploration drilling have defined the geological continuity along strike and up and down dip of the primary veins currently in production, mainly the Soledad and Selene veins at Switchback and the Baja and Splay 5 veins in the Arista vein system.

Confidence in the geological continuity of secondary veins and splays is lower as there tend to be fewer intercepts. The uncertainty in the geology of the secondary veins has been considered during Mineral Reserve classification.

Understanding of the vein systems has been greatly increased by the presence of extensive underground workings allowing detailed mapping of the geology.

Underground observations have increased the ability to accurately model the mineralization. The proximity of Mineral Reserves to underground workings has been considered during Mineral Reserve classification.

12.3Reserve Estimation Methodology

The following describes DDGM’s Mineral Reserve estimation methodology conducted during December 2021 based on mineral resource block models created as of November 31, 2020. Reserves reported reflect mining depletion as of December 31, 2021. The Mineral Reserve estimation was performed in Deswik software.

12.4Mine Design Criteria

The Mineral Reserve estimation process for the Arista and Mirador Underground Mines first involves a review of Mineral Resource block models created from the 3D vein wire-framed solids. The NSR values are calculated for each block and used as a reference for the mine design.

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The Block Model is prepared to be used for the reserve definition process. Other than a statistical check and a review in the tons and grade curve, the main changes are the overwriting of all grades to zero for Inferred blocks. (CLASS = 3) and the subsequent calculation of NSR for each block.

The hydraulic radius (HR) is the area of a stope divided by its perimeter. For example, a stope having a strike length of 20 meters by a 25-meter level height has a HR of 500/90 equal to 5.5 meters in comparison to a stope that has dimensions of 50 meters of strike length by a 25-meter level height which has a larger HR of 1250/150 equal to 8.3 meters. The chart shown in Figure 15.2 shows that a lower HR is more stable as indicated by its modified stability number (N).

Figure 12.1 Chart of Hydraulic Radius (in meters) versus Modified Stability Number (N)

Graphic

The design and evaluation of stopes solids are currently done in Deswik Software. The block model filtered to blocks above the COG is used as a reference for the stope design. The stope stope dimensions are summarized in Table 12.1.

Table 12.1 Stope Dimensions

Description

m

Minimum Stope width

2.0

Maximum Stope width

15

Stope along Strike

15

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The stopes are designed and evaluated against the block model, the stope grade is checked and stopes with lower NSR value than the COG are excluded. Using the stope design as reference, the development design is added including the parts of the deposit that will be mined using the CAF method. The mine design for Arista Mine is shown in Figure 12.2 and Figure 12.3.

Figure 12.2 Arista Mine Design - Switchback

Graphic

Figure 12.3 Arista Mine Design – Arista

Graphic

12.5Dilution

DDGM uses available information upon which to estimate actual dilution in the development headings, stopes, and transport system. Dilution is a function of many factors including workmanship, heading design, vein width, mining method, extraction,

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and transport. Misclassification of economic material and waste by mine operations personnel due to a variety of factors also contributes to variations in dilution.

DDGM uses different dilution and mining recovery factors depending on the underground mining method employed. Dilution and minimum mining width assumptions are made for tonnes and grades based on factors estimated by DDGM’s geology and mine planning departments. Three sources of dilution are usually considered: internal (planned), external (unplanned) and loading (mucking) dilution. Figure 15.6 illustrates the basic components of the applied dilution in an underground mine (loading dilution not shown on this illustration).

During the mine design, the material that is outside of the economic limits is incorporated as applied dilution. Waste material is considered to contain no mineralization, with gold, silver and base metal grades set at a zero value.

Loading (mucking) dilution is usually based on the underground surveys of the stopes and estimates of the amount of back fill extracted during mucking. In the Arista and Mirador underground mines, 0.1 meter of floor dilution is applied to drifts and cut-and-fill stopes. Back fill is considered to contain no mineralization with gold, silver and base metal grades set at a zero value. Table 12.2 summarizes the external dilution factors used in the design criteria.

Table 12.2 External Mine Dilution

Description

%

Long Hole stopes

15

Cut and Fill in Narrow Vein areas

10

Cut and Fill

7

Development

7

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Figure 12.4 Conceptual Model Illustrating the Basic Contributing Components of the Applied Dilution in an Underground Mine

Graphic

12.6Mining Recovery

DDGM uses available information upon which to estimate actual mining recovery in the development headings, stopes, and transport system. Mining recoveries are functions of many factors including workmanship, heading design, vein width, mining method, extraction, and transport. Misclassification of economic material and waste by mine operations personnel due to a variety of factors also contributes to variations in mining recovery.

Mine recovery factor estimation is based on the mine design and whether pillars are required in ore blocks for ground support, and ore recovery inefficiencies due to losses in stopes that can occur from inefficient drilling and blasting and remote-control mucking resulting in ore being left behind in stopes. Overall mining recoveries are estimated at 90% for LHOS, 95% for CAF

12.7Cutoff Grade

In order to represent the base metal contribution, DDGM uses an economic breakeven NSR cutoff grade for Mineral Resources and Mineral Reserves estimations. The NSR cutoff grade calculation considers metal prices, total mining, milling and general administration costs, plant recoveries, smelting/refining costs and metal price participation by the smelters. NSR values are determined by using the average consensus price for gold, silver, copper, lead and zinc. Current smelter contract terms and plant recoveries used are the average of actual recoveries reported by the plant during the twelve months of 2021. The cut-off grade does not include either exploration or capital costs.

The breakeven NSR cutoff grade is determined by the actual average cash operating unit costs for the Don David Mine for the twelve-month period from January through December 2020 determined by DDGM’s mine site accounting department (Table 12.3).

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Table 12.3 2021 Mine Site Cash Operating Costs Used for Breakeven NSR Cutoff Grade Calculations

Description

Value US$ per tonne milled

Mining

50

Plant

25

General & Administration

13

Total Mine Site Operating Cash Cost

88

The average cash operating cost used for the LOM was US$88/t milled. All material with a NSR greater than this value is regarded as having the potential for economic extraction. The breakeven NSR cutoff grade is applied to the estimated Proven and Probable reserve blocks, and those that exceed the breakeven NSR cutoff grade are considered for inclusion in the mine plan and for reporting as reserves. Parameters used for estimation of the economic breakeven NSR cutoff grade are in Table 12.4.

The NSR multiplier values calculated for each element which takes into consideration the commercial terms for 2021 are detailed in Table 12.5. For each reserve block, gold, silver, copper, lead and zinc grades are multiplied by their respective NSR multiplier value and then summed together to determine the total NSR value for the block. If the total NSR value (diluted) is above the breakeven NSR cutoff grade of US$88/t, then the reserve block is further evaluated for economic extraction.

No appreciable amounts of base metals are present in the veins identified to-date at the Alta Gracia property. Therefore, a breakeven cutoff grade using gold and silver only was used for this property. Gold equivalencies are determined by taking the five-year consensus average price for gold and silver and converting them to gold equivalent ounces using the gold to silver average price ratio for the period.

The breakeven cutoff grade used for the Alta Gracia Project, including the Mirador Underground Mine, was 2.36 g/t AuEq for Mineral Reserves and Mineral Resources. Only gold and silver were used to calculate AuEq.

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Table 12.4 Parameters Used for Breakeven NSR Cutoff Grade Calculations

(*All amounts in US Dollars)

ITEM

UNIT

VALUE

 

UNIT

VALUE

SOURCE / COMMENTS

Metal Prices

Copper

$/lb

3.59

$/t

7,904

Consensus 5 year average

Zinc

$/lb

1.15

 

$/t

2,530

Consensus 5 year average

Lead

$/lb

0.97

 

$/t

2,137

Consensus 5 year average

Silver

$/oz

23.70

 

$/g

0.8

Consensus 5 year average

Gold

$/oz

1,744

 

$/g

56

Consensus 5 year average

Item

Unit

Cu

Zn

Pb

Knelson

Source / Comments

Concentrate

Concentrate

Concentrate

Concentrate

Flotation Recovery

Ag

%

47.5%

3.7%

38.8%

2.4%

2021 Met Balance FINAL

Au

%

45.2%

7.0%

15.8%

12.7%

2021 Met Balance FINAL

Cu

%

80.0%

3.7%

6.9%

2.3%

2021 Met Balance FINAL

Pb

%

10.0%

3.6%

78.1%

1.8%

2021 Met Balance FINAL

Zn

%

1.5%

81.5%

7.2%

0.1%

2021 Met Balance FINAL

Concentrate Grade

Ag

g/t

2824.8

47.88

1060.51

1539.98

2021 Met Balance FINAL

Au

g/t

67.93

2.26

10.89

354.79

2021 Met Balance FINAL

Cu

%

23.39

0.23

0.92

11.42

2021 Met Balance FINAL

Pb

%

13.82

1.08

49.39

3.26

2021 Met Balance FINAL

Zn

%

4.79

55.76

10.52

3.19

2021 Met Balance FINAL

Moisture content

 

%

6.30%

9.90%

7.10%

0%

2021 Metal Sales

Smelter Payables

Ag payable

%

95.00%

70%

95%

99.25%

2021 contract terms

Au payable

%

97.50%

70%

95%

99.93%

2021 contract terms

Cu payable

%

96.50%

2021 contract terms

Pb payable

%

95%

2021 contract terms

Zn payable

%

85%

2021 contract terms

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Minimum Deductions

Ag

g/t in conc

93.3

50

2021 contract terms

Au

g/t in conc

1

1

2021 contract terms

Cu

% dry net weight of con

1%

2021 contract terms

Pb

% dry net weight of con

3%

2021 contract terms

Zn

% dry net weight of con

8%

2021 contract terms

Treatment Charges/Refining Charges

Base Treatment Charge

$/dmt conc or oz metal received

137

175.5

124.5

0.75

2021 contract terms

Ag

$/pay oz

0.75

1.25

2021 contract terms

Au

$/pay oz

7.5

18

1.00

2021 contract terms

Cu

$/lb

0.14

2021 contract terms

Pb

$/lb

2021 contract terms

Zn

$/lb

2021 contract terms

Deleterious Element Penalties

2019 Conc Produced

dmt conc

 

Se penalty

$/dmt conc

2021 actual & contract

Pb+Zn penalty

$/dmt conc

32.5

2021 actual & contract

Bi Penalty

 

4.8

2021 actual & contract

Sb Penalty

 

19.4

2021 actual & contract

As Penalty

$/dmt conc

2021 actual & contract

Hg + Se Penalty

$/dmt conc

2021 actual & contract

SiO2 Penalty

$/dmt conc

2.33

2021 actual & contract

Cd Penalty

$/dmt conc

2.25

2021 actual & contract

F + CL Penalty

$/dmt conc

2021 actual & contract

Total Penalty Unit Cost

$/dmt conc

56.7

4.58

2021 actual & contract

Transport Costs

Transport to smelter

$/wmt

165.55

175.17

165.55

Contract costs $3,124 & 3,305 MXN

Doré fixed transport fee

$/bar

3361.62

ASAHI contract

Doré incremental transport fee

$/thousand dollars in value

0.31

ASAHI contract

Doré bar weight

kg

14

USD / MXN 20.0

Doré bars shipped per shipment

units per shipment

1

 

Royalties

Royalty

%NSR

5%

5%

5%

4%

 

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Table 12.5 NSR and AuEq Multiplier Values used for Breakeven Cutoff Grade Calculations

Metal (Units)

NSR Multiplier
Value
Arista & Switchback

Gold-Equivalent
Factors
Alta Gracia/Margaritas

Gold (US$ /g)

36.9

1.00

Silver (US$ /g)

0.5

73.6

Copper (US$ /%)

52.3

na

Lead (US$ /%)

12.9

na

Zinc (US$ /%)

11.7

na

12.8Mineral Reserves

The mineral reserve estimate for the Don David Gold Mine is presented in table 12.6. These Mineral Reserves are contained in the Measured and Indicated Mineral Resources estimated for the deposit.

As of December 31, 2021, Mineral Reserves for the Arista Underground Mine totaled 1,484,700 tonnes grading 1.55 g/t Au, 69 g/t Ag, 0.3 % Cu, 1.2 % Pb and 3.3 % Zn. Contained ounces of Proven and Probable reserves totaled approximately 74,120 gold ounces and 3,285,635 silver ounces.

As of December 31, 2021, Mineral Reserves for the Mirador Underground Mine at the Alta Gracia Project totaled 53,800 tonnes grading 0.30 g/t Au and 184 g/t Ag. Contained ounces of Proven and Probable reserves totaled approximately 522 gold ounces and 314,094 silver ounces.

Proven and Probable reserves for the Arista and Mirador Underground Mines as of December 31, 2021 are summarized in Table 12.6.

Table 12.6 Mineral Reserves for the Don David Gold Mine as of December 31, 2021 (1) (4)

Metallurgical Recovery

 

Description

Tonnes

Gold
g/t

Silver
g/t

Cu (%)

Pb (%)

Zn (%)

Cut-off Grade

% Au

% Ag

% Cu

% Pb

% Zn

Don David Gold Mine

Arista Mine (2)

$/Tonne

Proven Mineral Reserves

353,500

2.63

93

0.4

1.9

4.9

88

80.7

92.4

80.0

79.9

81.5

Probable Mineral Reserves

1,131,200

1.22

61

0.2

1.0

2.8

88

80.7

92.4

80.0

79.9

81.5

Arista Mine Total

1,484,700

1.55

69

0.3

1.2

3.3

Alta Gracia Mine (3)

AuEq/tonne

Proven Mineral Reserves

3,000

0.85

392

0.0

0.1

0.3

2.33

85.0

72.0

Probable Mineral Reserves

50,800

0.27

169

0.0

0.0

0.0

2.33

85.0

72.0

Alta Gracia Mine Total

53,800

0.30

181

0.0

0.0

0.0

Don David Gold Mine Total

1,538,500

1.51

73

Notes on Mineral Reserves in Tables 12.6:

1.Metal prices used for P & P reserves were $1,744 per ounce of gold, $23.7 per ounce of silver, $3.59 per pound of copper, $0.97 per pound of lead and $1.15 per pound of zinc. These prices reflect the five-year consensus prices for gold, silver, copper, lead and zinc.
2.Precious metal gold equivalent is 73.5 silver:1 gold ratio using gold and silver only to calculate AuEq.
3.A breakeven NSR cutoff grade of $88/t was used for estimations of P & P reserves at the Arista Underground Mine. The term “cutoff grade” means the lowest NSR value considered economic to process.
4.No appreciable amounts of base metals are present in the veins identified to-date at the Mirador Underground Mine at the Alta Gracia property. A breakeven cutoff grade of 2.36 g/t AuEq was used for P & P reserves at the Mirador Underground Mine using gold and silver only to calculate AuEq.

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5.Mining, processing, energy, administrative and smelting/refining costs were based on 2021 actual costs for the Don David Gold Mine.
6.P & P reserves are diluted and factored for expected mining recovery.
7.Rounding of tonnes, average grades, and contained ounces may result in apparent discrepancies with total rounded tonnes, average grades, and total contained ounces

Factors that may affect the estimates include:

Metal price and exchange rate assumptions
Assumptions used to generate the cut-off grade
Changes in local interpretations of mineralization geometry and continuity of mineralized zones
Changes to geological and mineralization shape and geological and grade continuity assumptions
Changes to geotechnical, mining, dilution, and metallurgical recovery assumptions
Assumptions as to the continued ability to access the site, retain mineral and surface rights titles, maintain environment and other regulatory permits, and maintain the social license to operate.

To the best of the QP knowledge, there are no other known environment, legal, title, taxation, socioeconomic, marketing, political or other relevant factors that would materially affect the estimation of Mineral Reserves that are not discussed in this Report.

12.9Reserves Comparison

A comparison between the December 2020 and December 2021 reserves inventory was performed and the results are presented in tables 12.5 and 12.6. The previous year reserve is presented in table 12.7 and the current reserve is presented in table 12.6. For Arista mine the reserves decreased by 781,500 tonnes and the main component of the difference is attributable to production depletion. And Alta Gracia mine decreased by 8,500 tonnes and the main component of the difference is attributable to changes in resource interpretation as the Alta Gracia mine did not produce in 2021.

Table 12.7 Mineral Reserves for the Don David Gold Mine as of December 31, 2020

Metallurgical Recovery

 

Description

Tonnes

Gold
g/t

Silver
g/t

Cu (%)

Pb (%)

Zn (%)

Cut-off Grade

% Au

% Ag

% Cu

% Pb

% Zn

Don David Gold Mine

Arista Mine

$/Tonne

Proven Mineral Reserves

1,775,600

2.22

116

0.4

1.6

4.5

77

76.0

92.0

80.0

79.0

80.0

Probable Mineral Reserves

490,600

1.88

138

0.4

1.5

3.9

77

76.0

92.0

80.0

79.0

80.0

Arista Mine Total

2,266,200

2.16

121

0.4

1.5

4.0

Alta Gracia Mine

AuEq/tonne

Proven Mineral Reserves

51,900

0.76

325

0.0

0.0

0.0

2.33

85.0

72

Probable Mineral Reserves

10,400

0.85

514

0.0

0.0

0.0

2.33

85.0

72

Alta Gracia Mine Total

62,300

0.77

357

0.0

0.0

0.0

Don David Gold Mine Total

2,328,500

2.11

127

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Figure 12.5 Arista Mine Reserves Comparison

Graphic

Figure 12.6 Altagraica Mine Reserves Comparison

Graphic

12.10Production Reconciliation

Production reconciliation is the process of comparing, balancing and adjusting production estimates between mine and plant for consistency in reporting. Reserve models are also used for short and long-term mine planning, mining selectivity, dilution, losses and ore allocation records, stockpile records, plant feed records and production results. A comparison can then be made of what is planned versus what is actually mined. GRC currently maintains records of reserves, mine production and plant processing for tonnage and grade reconciliation.

12.11Opinion of the Qualified Person

In the opinion of the QP responsible for this Section 12 of this Technical Report, Mineral Reserves are reported appropriately with the application of reasonable mining recovery and dilution factors based on operational observations and a transparent breakeven cut-off grade based on actual mining, processing and smelting costs; actual metallurgical recoveries achieved in the plant; and reasonable metal prices.

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The QP responsible for this Section 12 of this Technical Report is of the opinion that the Proven and Probable Mineral Reserve estimate has been undertaken with reasonable care and has been classified in accordance with SEC S-K 1300. Furthermore, it is their opinion that Mineral Reserves are unlikely to be materially affected by mining, metallurgical, infrastructure, permitting or other factors, as these have all been well established over the past ten years of mining.

13MINING METHODS

Mining method selection is critical as it impacts dilution, recoveries, productivity, development, backfilling and ventilation requirements. All mine planning, hydrological, geotechnical assessment, mine services, ventilation and electric power supply evaluations are undertaken by the Mine Technical Services department at DDGM.

13.1Hydrogeology

Based on information generated, collected and interpreted by mine technical staff and various consultants (e.g., SRK 2015), it has been possible to characterize the water encountered at the mine underground workings. The chemical composition of groundwater shows that it is water with a high degree of evolution within a hydrothermal flow system.

The underground water flow direction estimated in the interior of the mine is NW-SE, similar to the regional flow direction determined by CONAGUA in 2009 for the entire aquifer. The main vein structures are the water conductors.

Due to its location, the Arista project is within a barrier zone, which in turn represents the main recharging zone. In its study CONAGUA considers the calcareous formations, that surface mainly to the north of the aquifer, as a potential source of groundwater. However, it is recognized that complementary studies are required to know their extension under the granular materials of the valley and that according to the springs that emerge to the north of the area, they can supply considerable volumes to increase human development (CONAGUA, 2009).

The system receives recharge by superficial infiltration and lateral flow; however, the majority is upwards from a deep geothermal source, this is observed in the increase in water temperatures and chemical concentrations at depth. The concentration of total dissolved solids varies from 300 ppm in the foothills of the Sierra, to 4,000 ppm in the southern portion of the right bank of the Tehuantepec River.

The original water table at the Arista mine was reached at level 12, approximately 682 meters above sea level, with an average drainage volume of 580 gpm. SRK in 2015 noted the increase in temperature and water flow with the increase in depth of the underground workings.

Based on the above referenced hydrogeological studies, the estimated groundwater inflows to the proposed areas of the underground mine reach a nominal 1,200 gpm. This value has been used for the design of the mine dewatering system which is discussed in Section 13.6.7.

13.2Mine Geotechnical

It is a standard procedure throughout the mine to install systematic ground control, which is carried out using a combination of split sets, mesh, w-straps, shotcrete, and other methods. The type of support varies according to the conditions encountered, but split sets are most common and are complemented as needed with mesh and/or W-straps.

The upper levels of the mine are relatively dry. Water inflows are a factor in the lowest development levels where they are collected, pumped, and distributed to help supply the mine’s needs for water.

Based on the structural evidence available, the Arista veins have formed in a dilatant jog along a regional fault zone striking at 280°; the veins are a combination of fault-veins and filled extension fractures. The model is based on a paleo-stress axis trend of about 315°; this direction corresponds to the orientation of sigma1 (or sigma 1 max-horiz) at the time of formation (Ross-Brown and Levy, 2012).

DDGM also uses a rock mass quality classification system for engineering design and rock stability analysis. This system is based on empirical relations between rock mass parameters and engineering applications, such as underground mine workings.

The objectives of rock mass quality classifications are to:

Identify the most significant parameters influencing the behavior of a rock mass.
Divide a particular rock mass formulation into groups of similar behavior – rock mass classes of varying quality.
Provide a basis of understanding the characteristics of each rock mass class.

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Relate the experience of rock conditions at one site to the conditions and experience encountered at others.
Derive quantitative data and guidelines for engineering design.
Provide common basis for communication between engineers and geologists.
The main benefits of rock mass classifications:
Improving the quality of site investigations by calling for the minimum input data as classification parameters.
Providing quantitative information for design purposes.
Enabling better engineering judgment and more effective communication on a project.

DDGM has also conducted Triaxial shear tests, a common method used to measure the mechanical properties of many deformable solids (e.g., quartz veins and andesite host rock). In 2016 CFE performed in situ stress measurements of the rock at level 22, which is 500 masl or 400 meters below the mine portal entrance. The technique used to do this measurement was Overcoring using a triaxial cell developed by CSIRO. It was determined that the relation between horizontal and vertical stresses (h/v) was 1.5 for the north-south direction and 1.2 for the east-west direction. This data was important to collect for its use in subsequent studies.

In 2017, based on geotech drilling and core logging data, INGEROC consultants calculated GSI, Q, RMR Bieniawski and RMR Laubscher values for rock mass characterization of the Switchback veins system at the Arista underground mine. Numerical models were also developed for stability analysis.

The study concluded that in areas where the veins exceed 10 meters in width, a transversal long hole stoping mining method is recommended. The addition of paste backfill to the mining cycle in 2019 contributed to the safe mining of Switchback through primary and secondary stoping methods.

In 2021, INGEROC consultants reviewed and audited the geotechnical procedures in place at DDGM including the characterization of the rock mass, operational geotechnical control, geotechnical design of stopes and validation of the information used as input for the geotechnical procedures. The study gave recommendations on each point mentioned above and some improvement opportunities which are currently being in development.

13.3Surface Mining

DDGM declared commercial production at the Arista Mine on July 1, 2010. Mineral production during 2010 consisted of processing Mineral Resources from the open pit located approximately 0.5 km from the mill (Fig. 13.1).

DDGM developed and mined the shallow-dipping accessible portion of the Manto Vein by open pit methods, while the projection of the vein to depth indicated additional underground mine potential. Initially, tonnes and grade minded from the open pit Manto Vein were approximately 345,000 tonnes at an average grade of 4.4 g/t gold and 43 g/t silver.

Initial mining of the open pit Mineral Resource was essentially completed in 2010. A low-grade stockpile of open pit material estimated at approximately 60,000 tonnes grading 1.4 g/t Au and 19 g/t Ag was processed through the Agitated Leach circuit at the DDGM processing facility during 2016 and 2017. Open pit mining resumed on the Manto Vein in 2017. During 2019, DDGM commenced underground mining of the Manto Vein exposed in the high wall of the open pit. From 2017 through 2020, approximately 157,400 tonnes of Mineral Resource grading 1.7 g/t Au and 40 g/t Ag on the Manto Vein was mined by open pit/underground and processed through the DDGM agitated leach circuit.

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Figure 13.1 Surface Layout Map for Underground and Open Pit Mines, Process Plant and Tailings Ponds of DDGM’s Aguila Project

Graphic

13.4Underground Mining

Substantial development was undertaken from 2010-2011 to access the Mineral Resources of the Arista vein system and to provide ancillary access for further exploration and development. In addition, a significant amount of mining on the Arista vein system was achieved to determine the “mineability” of the orebody and to optimize an extraction method(s) for mining the mineralized zones. The principal exploration access and haulage decline ramp were opened at surface positioned along Aire Creek. The portal opening is located at an elevation at 902 (masl) accessing the mineralized area of the Arista vein system. The decline was driven as a spiral with a minus 10 percent grade in the footwall of the mineralized area. Underground mine planning and exploitation is based on a typical vertical separation of mine levels of approximately 20m.

To date, DDGM has advanced the primary decline ramp down to Level 28, approximately 4,400 meters ramp distance from the mine portal. DDGM has also constructed a safety/ventilation decline ramp in conjunction with the primary decline ramp along with various drifts, raises and stopes encompassing approximately 500 m vertically and 1,300 m along strike length.

In 2017, in addition to the Arista underground mine, DDGM completed development of the Mirador Mine at the Alta Gracia Project and began delivering development ore to the Aguila processing facility. Two mine portals were developed to provide access to the Mirador vein. Mine site offices and mobile equipment maintenance facilities were established adjacent to the mine portals. Additionally, a diesel power generation plant, compressed air and a mine water pumping stations were developed. Operations at the Mirador Alta Gracia mine were temporarily halted in June 2020.

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Access to the mining areas is provided mainly by ramps. Mine development headings are either drilled by jumbo or by jackleg. The dimensions of the different development sections are as follows:

Main Ramps: 5. W x 5 H meters
Accesses: 4.5 W x 4 H meters
Sill in Mineral 4.5 W x 4 Hmeters (if wider width of structure)
Raise: 2 x 2 meters
Bore Holes Raise: 3.1 meters diameter

Compressed air for mechanized tool operation is supplied to the mine by compressors which are all located in different areas on surface. The choice of equipment is generally guided by the anticipated vein widths, stoping method, and equipment availability.

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Table 13.1 indicates the various mine levels for the Arista Underground Mine, including Switchback, and corresponding elevations shown as meters above sea level (masl). Table 13.2 indicates the mine levels for the Mirador Underground Mine and corresponding elevations (masl).

Table 13.1 Arista Underground Mine Levels and Corresponding Elevation

MINE LEVELS

LEVEL

ELEVATION- METERS ABOVE SEA LEVEL (MASL)

Ramp Collar

902

1

884

2

874

3

855.5

4

831.5

5

813.6

6

795.1

7

775.8

8

753.6

9

735.9

10

717.5

11

691.1

12

677.3

13

659.3

14

644.9

15

628.5

16

619.8

17

600.4

18

566.8

19

555.3

20

533.5

21

513.5

22

496.0

23

480.0

24

460.0

25

440.0

26

420.0

27

400.0

28

380.0

Table 13.2 Mirador Underground Mine Levels and Corresponding Elevation

MINE LEVELS

LEVEL

ELEVATION- METERS ABOVE SEA LEVEL (MASL)

1500

1,500

1485

1,485

1470 (Aguacate)

1,470

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Conventional drill and blast methods are used to extract the Mineral Resources from the Arista mine at the Aguila project.

There are two main mining methods used in the Arista mine: 1) overhand mechanized cut and fill (CAF) and 2) long-hole open stoping (LHOS) with delayed fill. Paste fill, cemented rock fill and uncemented rock fill are applied to long-hole stoping areas in order to increase extraction levels (removal of rib pillars), CAF uses uncemented rock fill as a backfill method.

For the stoping methods, a crosscut from the main ramp intersects the vein, from which an initial drift is excavated perpendicular in both directions along the strike length of the vein. Once the economic limits of the vein have been reached the production cycle starts.

13.4.1. Overhand Mechanized Cut and Fill (CAF)

A CAF stope is started by means of a short (40 to 60 meter) negative 15 percent access ramp usually in the footwall of the vein to provide access to the bottom of the mining block (Fig. 13.2). The ore is then mined in 3-meter horizontal slices using a Jumbo drill (Fig. 13.3). The jumbo will drill 4-meter long essentially parallel and horizontal 1-3/4-inch holes that will later be charged with explosives to “breast down” and break the ore.

The length of these mining blocks can vary from 50 to 250 meters in strike length. After the first slice or cut is complete, the void will be filled with loose waste rock to form the floor of the next cut. Access to the second and subsequent cuts is gained from the access ramp by changing its grade to reach the higher elevation.

For CAF stoping, upper holes are sometimes drilled using a jackleg. In this case, geologists will mark up the vein, and the stope is drilled and blasted accordingly. In some cases, the drill holes on the vein are blasted first. After the ore has been mucked, the holes drilled in waste are then blasted to achieve the dimensions required to work in the next production lift.

Figure 13.2 Three-Dimensional Schematic of the Overhand Mechanized Cut-and-Fill (CAF) Mining Method

Graphic

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Figure 13.3 Longitudinal View of Cut-and-fill (CAF) Mining Method Using a Jumbo

Graphic

13.4.2. Long Hole Open Stoping (LHOS)

DDGM targets to longhole open-stoping as its primary long-term stoping method (Fig. 13.4).

The mineralized vein is developed with the assistance of an electric hydraulic drill or jumbo. The size of the tunnel is 4.0 meters in height with a minimum width of 3.2 meters to accommodate mining equipment. Ground or rock support is applied in the vein development to match the rock or ground condition as specified by the staff rock mechanic engineer. This artificial support can be spilt set bolts, resin rebar bolts, screen and /or shotcrete. The ore development or drill levels have a 20-meter floor to floor interval. The mineralized vein is broken by means of drilling 3-inch diameter holes from the top level to the bottom levels. The drill length is approximately 14 meters, depending on the angle or dip of the vein. These drill holes are then charged or loaded with explosives and detonated. The broken rock is then extracted from the bottom level with a 6-yard articulated loader or scoop. For safety reasons, the scoop is operated remotely at a safe distance from the brow of the open stope and any rock that could slough off from the walls. As mining progresses in a bottom up sequence (lower level first), the lower mining block is filled with paste fill or loose waste development rock, to form the floor of the next stope. The stoping sequence will then be repeated on the mining block above the lower now mined out block.

For longhole open stoping DDGM utilizes a Stopemaster HX longhole drilling machine.

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Figure 13.4 Schematic Vertical Longitudinal Projection of Typical Longhole stope Design

Graphic

For areas where the orebody is thicker than 10m across strike the stopes are mined on a transversal direction with a primary and secondary extraction sequence. Currently just a localized area in Switchback has transverse stopes, figure 13.5 shows the mine design identifying the transverse stopes colored by primary and secondary stopes.

Figure 13.5 Stope design for a transverse mining sequence.

Graphic

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13.5Mine Production Schedule

Mineral Reserves will sustain a three-year LOM for a mill throughput of 1,700 tpd in the next 2 years and 770 tpd in the last year. (Table 13.3). The LOM total production will be approximately 74.6 koz of gold and 3.6 Moz of silver on an average head grade of 1.51 g/t Au and 72.78 g/t Ag. Inferred Mineral Resources are not taken into consideration in the LOM evaluation.

Table 13.3 Don David Mine Life-of-Mine Production Summary

LOM PLAN - DETAILS

UNITS

TOTAL

2022

2023

2024

Lateral Development Meters

Meters

20,083

7,001

7,629

5,453

Lateral Development (m) CAPEX

Meters

5,711

3,415

2,292

4

Lateral Developemnt (m) OPEX

Meters

14,372

3,586

5,337

5,449

Total Vertical Development Meters

Meters

494

324

161

9

Exploration Drift Meters (Contractor)

Meters

1,419

1,419

-

-

Waste Tonnes

t

828,297

385,112

253,660

189,524

 

Ore Tonnes

t

1,538,465

650,178

603,755

284,531

Ore Tonnes per Day

1,404

1,781

1,654

777

Silver Grade

g/t

72.78

62

56

134

Gold Grade

g/t

1.51

1.62

1.44

1.39

Copper Grade

%

0.27

0.31

0.26

0.22

Lead Grade

%

1.18

1.37

1.07

0.96

Zinc Grade

%

3.20

3.70

2.98

2.51

Contained Metal

Ag (oz)

oz

3,599,729

1,287,071

1,083,150

1,229,508

Au (oz)

oz

74,641

33,904

27,988

12,748

Cu (lb)

lb

9,287,185

4,431,063

3,475,483

1,380,639

Pb (lb)

lb

39,918,917

19,675,605

14,238,273

6,005,040

Zn (lb)

lb

108,472,771

53,085,878

39,665,603

15,721,290

 

Waste Rock Backfill

t

1,050,592

336,320

428,043

286,229

Pastefill Placed

t

293,456

167,189

102,030

24,236

Other mine design criteria, dilution and recovery factors and cut-off grades are presented and discussed in detail in sections 12.4, 12.5, 12.6 and 12.7.

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13.6Equipment, Manpower and Services

On December 31, 2021, DDGM had contracted a total of 529 full-time workers distributed in different department areas (Table 13.4). These contractors consist of salaried professional staff and members of two local trade unions (Sindicatos): Sección 02 del Sindicato de Trabajadores de la Construcción, Similares y Conexos del Estado de Oaxaca, C.T.M. and Sindicato de Trabajadores de la Construcción, Similares y Conexos del Estado de Oaxaca, C.T.M. The former represents the truck drivers hauling ore and concentrates and the latter is the trade union for the miners, laborers and construction-related workers.

13.6.1. Mining Equipment

DDGM has its own mining equipment and no underground mining contractors are currently being used. The current mining fleet consists of the following main equipment:

Five Scooptrams of 6yd3 capacity
Four Scooptrams of 2.5yd3 capacity
Four electric hydraulic jumbos
Three electric hydraulic bolter jumbos
Two Stopemaster longhole drills
One top hammer longhole drill
Three jacklegs
Six trucks of 17 m3 capacity
Six trucks of 10 m3 capacity
Two scissor lifts
Two loaders
One utility truck (diesel-oil)
One Boom Truck
8 personnel carriers

13.6.2. Mine Manpower

DDGM estimates a total of 529 employees are required for operation related activities in 2021 with similar numbers maintained over the next 2 years.

Table 13.4 Full-time, Direct Employees for the Don David Gold Mine

AREAS

Totals

Mine

194

Technical Services, Geology-Planning

55

Plant

75

Mine Maintenance

70

Mill Maintenance

41

Safety & Health

12

Projects

6

Environment

7

Logistics

21

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Mine Accounting

3

Human Resources & Training

7

Information Technology

4

Community

4

Overhead Oaxaca

13

Commercial

3

Total Operations

515

Exploration

14

Total Oaxaca Mining Unit

529

13.6.3. Underground Drilling

The underground mine uses several different drilling techniques and equipment including:

Mechanized drilling for horizontal and decline drifts using electro-hydraulic jumbos
Mechanized drilling for long hole stoping and vertical raises using stope masters and top hammer drills
Drilling with jacklegs for narrow vein mining, conventional support and the construction of short vertical raises
Mechanized bolting with the use of three bolter jumbos
Exploration, infill and ore definition drilling

13.6.4. Ore and Waste Handling

Haulage of ore and waste is done via main and secondary ramps by trucks with a 17m3 and 10m3 capacity. The 10m3 trucks are normally used to haul material from the face to a remuck located in level and the 17m3 truck haul the material from the remuck to surface.

13.6.5. Mine Ventilation

Air requirements at the mine have been analyzed in accordance with local and international best practices and standards. The ventilation at the mine considers the main and auxiliary ventilation systems (for stopes and blind developments).

The current air flow at the Arista Mine enters through the access ramp and designated raise bore holes. It moves down to the lower part of the mine and exhausts through the remaining raise bore holes in the ventilation system. The system encompasses six (6) 2.4-meter diameter and three (3) 3.1-meter diameter raise bore holes from surface to various points in the mine and access ramps. At present, DDGM has four (4) extractor fans at the top of four raise bore holes with a total mine ventilation

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system capacity of 600,000 cubic feet per minute CFM (Fig. 13.6). This capacity considers the total number of people working inside and the diesel equipment being used to achieve the daily production targets.

Figure 13.6 Ventilation Fans and Raise Bore Holes Installed at the Arista Underground Mine

Graphic

The normal ventilation system for the mine must be continually improved to minimize the risk of an underground fire, improve environmental working conditions, and improve production levels. There are three major components to the planned improvements to the ventilation system: 1) purchasing ventilation equipment; 2) increasing electrical power capacity; and 3) increasing the number of raise bore holes dedicated to ventilation in strategic locations. Since 2014, DDGM has engaged SRK as an ongoing consultant for ventilation design support and training of its mine ventilation engineers.

In 2020, SRK conducted a site visit with the objective to assess existing systems and determine options that could improve conditions in the Switchback zone. The recommendations are currently being developed.

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Figure 13.7 Three-Dimensional View of the Arista Mine Ventilation System

Graphic

13.6.6. Backfill Method

DDGM uses two kinds of backfill; waste rock backfill generated during underground mining and paste fill. Since the introduction of paste back fill in 2019, it totally replaced the use of CRF. All primary Stopes uses pastefill and waste rock is used on Secondary stopes, longitudinal stopes and other stopes that don’t need a free-standing face to mine next to them. (Figure 13.8)

Figure 13.8 Schematic of cemented and uncemented rock filled stope.

Graphic

The Paste Fill is comprised of a mixture of the concentrator plant tailings, cement, and water. The paste has a solid content of between 60 and 68 % that ensures consistency and a rheology that allows it to be pumped through the underground pipe reticulation system at the Arista mine (Fig. 13.9). The added cement helps to dry the mixture and ensure that the fill sets to a specified minimum level of strength within a reasonable timeframe. Thickened tailings coming from the flotation plant are stored in a continuously agitated tank. The pulp has an average density of 1470 g/l, equivalent to a solids content of 50 %. These thickened tailings are filtered in filter press and a cake with a solids content of 86% is produced. Cement is supplied via

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a 200 tonne silo and represents between 3% to 6% of the dry solids of the tailings depending on the targeted strength in the mix. Water is supplied from the pulp in the agitated tank. Paste design resistance is based on operational requirements and varies between 120kPa and 300 kPa. It is advisable to wait a minimum of thirty days before mucking to ensure the paste fill can handle the weight of the scoop trams.

Figure 13.9 Schematic showing the components of a backfilled stope and the stress field distribution.

Graphic

(After, Belem, Benzaazoua, 2004)

13.6.7. Mine Dewatering System

The pumping system at the Don David Mine is used to avoid the accumulation of water that is encountered underground or generated during drilling activities. Underground water is pumped to the surface by 2 primary, 8 secondary and 14 tertiary pumping pools and stations.

Primary: Pumping stations at levels 11.5 and 19. It uses 400-450 hp pumps and a 12-inch pipeline; the average pumped flow is 4,000 m3 /day.
Secondary: Sumps at levels 5.5, 15, 21, 24, 25, 26.5, 27 and 28. It uses 140 hp pumps and its primary purpose is to retain around 80% of solids contained in the water. The cleaning of these solids is by mud pumps and scooptrams.
Tertiary: This is the pumping of water (pneumatic pumps), from production headings, stopes, drifts and development ramps to the secondary pools. The main function of the tertiary pumping bays is to accumulate the greatest number of solids to avoid them getting into the primary and secondary pumping stages.

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The pumping station at level 19.5 has 3 decantation pools from which water overflows into the suction pools. Flocculants and coagulants are added to accelerate this process, the decantation pools have an approximate volume of 200 m3 each. The suction pools have an approximate total capacity of 600 m3.

The pumping system and water distribution work as follows:

Surface Sump: Receives water from level 11.5 and supplies water to mine operations, paste plant and flotation plant.
Level 11.5 Sump: Receives water from levels 10, 15 and 19 and supplies water to the pool at level 13.
Level 19 Sump: Receives water from levels 21, 24 and 25.

The Switchback pumping system currently has a 6-inch pipeline to pump water to level 19. The internal area has a 4-inch pipeline to pump water from level 25 to level 19.

The industrial water required by the operation of the mine is recovered from the pumped water to the surface pool. Water returns to the mine through a 4-inch pipeline in the main ramps and a 2-inch pipeline in ore drift to supply the various drilling requirements. (Figure 13.10)

Figure 13.10 Schematic showing the mine dewatering system

Graphic

13.6.8. Maintenance Facilities

The Don David Gold Mine has a well-equipped workshop on surface and a small mobile equipment maintenance and repair shop underground at Level 6.

The workshop on surface is for major, minor and preventive maintenance. The workshop area is approximately 1,250 m2 in area and includes the following:

Maintenance office
Maintenance area for jumbos and scoops
Washing area for mechanical equipment
Spare parts warehouse

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Welding area
Utility area
Grease trap
Lunchroom
Sanitary facilities

13.6.9. Power Distribution

The mining unit is fed from the Mitla electrical substation on an overhead distribution line of the Comision Federal de Electricidad (CFE) with a length of 68 km, 3 Phase-4 Wire with a voltage of 34500 volts with an ACSR 266 conductor.

The distribution line reaches a main transformer with a capacity of 10 Mva - 34500/13200 volts. The distribution is carried out in 3 branch circuits of 13200 volts.

Circuit 01 feeds the beneficiation plant with an overhead distribution line of 13200 volts with a trajectory of 2.7 km with an ACSR 266 conductor:

Substation 2000 kva-13200/4160 (1040 hp Mill)
Substation 2000 kva .13200 / 4160 volts (800 hp Mill)
4000 kva substation 13200/480 Volts (Crushing, Flotation, Thickening, Workshops, Laboratory and offices)
750 kva substation 13200/480 volts Tailings Dam
1500 kva substation 13200/480 volts Filtering Area.

Circuit 02 feeds the South ramp sector with an overhead distribution line of 13200 volts with a trajectory of 1 km:

Main substation 2000 kva 13200 -4160 volts
Secondary substation 1000 kva-13200/480 Volts (400 hp Howden fan)
Secondary substation 1500 kva-13 200/480 volts (Paste plant)
Secondary substation 1500 kva 4160/480 Volts (underground mine sector level 17).

Circuit 03 feeds the North ramp sector with an overhead distribution line of 13200 volts with a trajectory of 1.3 km:

Main substation 4000 kva 13200 -4160 volts (located inside mine level 11)
There are 6 substations 1500 kva 4160 / 480 volts type in the underground mine that feed the main pumping stations of level 11, pumping of level 20, Switchback district, level 3, secondary ventilation and secondary pumping.

There are 6 Caterpillar 3516b generators with a total installed capacity of 6.56 MW as backup for a continuous operation.

13.6.10. Other Services and Infrastructure

Explosive storage

The underground explosive storage is comprised of two separate areas that meet the safety and security requirements established by Mexican Federal Regulations. The facilities are designed to store explosives and blasting accessories separately.

Refuge station and mine rescue facilities

Safety is of prime importance at the Don David Mine. A network of vertical manway exits has been built to ensure that if a major incident occurred the workforce can escape. Additionally, a permanent refuge station is located on Level 4 and 2 mobile refuge station is installed at different strategic points of the underground mine.

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14RECOVERY METHODS

14.1DDGM Processing Facility

DDGM currently mills and processes the Arista and Switchback underground mines ore through the flotation circuit at the DDGM Processing Facility (Fig. 14.1). The Don David Gold Mine processing plant was built near the mine site and consists of both a sequential flotation (sulfide) circuit and an agitated cyanide leach (oxide) circuit. The flotation circuit produces three separate concentrate products (gold-copper, silver-lead and zinc) from polymetallic ore extracted from the Arista/Switchback underground deposits (Fig. 14.2 a). The agitated cyanide leach circuit processes ore mainly from the Manto Vein open-pit (Fig. 14.2 b). The Manto Vein open pit was depleted in May 2021 and is being prepared to accept thickened tailings. In 2013, a FLSmidth Knelson Semi-Continuous Concentrator™ has been added to the flotation circuit to recover fine particles of free gold and silver (Fig. 14.2 c). The gravity concentrator receives feed material from the cyclone underflow and utilizes the principles of a centrifuge to enhance the gravitational force experienced by feed particles to effect separation based on particle density. In 2014, a Gekko Systems InLine Leach Reactor™ (ILR) and zinc dust precipitation circuit was installed to upgrade the gravity concentrate to doré (Fig. 14.2 c). ILR is a relatively new method using an intense cyanide leaching process and precipitation on zinc dust to recover gold and silver in doré from gravity concentrate. Concentrates are sold to various concentrate buyers located in Mexico. DDGM sells its doré to various precious metals refiners and mints, currently Asahi Refining USA, Inc.

Mining and milling operations at the Arista property commenced in 2010. Initial production processed ore from the open-pit of the Manto-Vein. Subsequently, after their discovery, a new underground mine was developed to access the Arista and Baja veins composing the heart of the Arista vein system. The Arista mine was developed via a decline and spiral ramps utilizing rubber-tired vehicles and conventional drill and blast methods to extract the ore. Mining methods are mainly overhand mechanized cut and fill and long-hole open stoping with most mining voids backfilled with waste rock. In 2019, a surface paste fill plant was constructed and now in addition to waste rock backfill, a slurry containing about 30% of mill tailings are mixed with cement and pumped back underground.

The flotation tailings storage facility is located in a valley just below the process plant site (Fig. 14.1), and a dry stack tailings facility has completed construction and will deposit thickened tailings into the depleted open pit mine in Q1 2022. The facility will store thickened mill tailings with a portion used as paste backfill in the Arista mine. The majority of the thickened filtered tailings will be transported overland by conveyor and trucks, deposited, and compacted into a stable, unsaturated tailings residue called a “dry stack”.

Figure 14.1 The DDGM Processing Facility

Graphic

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Detailed schematic flow sheets for the differential flotation circuit and the agitated leach (oxide) circuit processing plant at the Don David Gold Mine processing plant are shown in Figures 14.3 and 14.4, respectively.

In summary, the principal stages of the DDGM Plant are as follows:

Flotation Circuit

Agitated Leach Circuit

Crushing and Milling

Crushing and Milling

Gravity Concentration

Leaching

Differential Flotation

Counter Current Decantation (CCD)

Thickening, filtering and shipping

Merrill Crowe Zinc Precipitation

Bullion Furnace/Doré

During 2021, 501,978 metric tons of ore was processed yielding 26,438oz of Au, 1,200,303oz of Ag, 1,506 metric tons of Cu, 7,531 metric tons of Pb, and 17,329 metric tons of Zn. The average production rate of the DDGM processing plant was 1,512 tpd in 2021 down from 1,829 tpd,in 2020. The agitated leach section of the plant processed 15,008 tons or ~3% of the total 501,978 tons milled in 2021, though this contributed to the lower throughput, Covid was the significant influencer requiring reduced operating days in August and September. Metallurgical recoveries at the DDGM plant for ore produced from the Arista mine averaged 81% for gold, 92% for silver, 80% for copper, 80% for lead and 82% for zinc. All recoveries improved over the previous year due to the ongoing business improvement initiatives. Overall production grades for 2021 for the Arista deposit have averaged approximately 2.0 g/t Au, 81.91 g/t Ag, 0.4% Cu, 1.9% Pb and 4.4% Zn.

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Figure 14.2 Simplified flowsheets for the production circuits of the Don David Gold Mine processing a) Sequential flotation (sulfide) circuit with Knelson Semi-Continuous Concentrator™. b) Agitated cyanide leach (oxide) circuit. c) ILR™ and zinc dust precipitation circuit

Graphic

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Figure 14.3 Schematic Flow Sheet for the Differential Flotation Circuit at the Don David Mine Processing Plant

Graphic

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Figure 14.4 Schematic Flow Sheet for the Agitated Leach (Oxide) Circuit Processing Plant

Graphic

14.2Crushing and Milling

Crushing is a dry process which begins at the reception hopper, where ore from the mine is deposited. The maximum size of rock that can be fed to the crushers is a nominal 635 mm. The primary crusher is a 0.91 m X 0.51 m Pioneer jaw crusher. The crushed ore is transferred via conveyors to a 3-deck MCA vibrating screen with dimensions of 1.83- X 6.10-m per deck with the oversize from screening conveyed to a secondary 1.52-m Pioneer cone crusher, where the final product for milling is reduced to -95 mm. The maximum crushing rate for this plant is about 110 tonnes per hour. The fine ore is stockpiled before being fed into the crusher and ball mills.

The fine crushed ore is transported via conveyor belts to the flotation plant grinding circuit. The grinding circuit consists of an Allis-Chalmers 3.04- x 4.27-m ball mill, and a 15-inch cyclone classifier. The ball mills are filled with 38 % of their volume with 3-inch wrought steel balls used to further reduce (grind) the ore size. The product of the mill is pumped to the classification process comprised of hydro-cyclones, where two products are generated; 1) a fine ore, which is expulsed thorough the top of the cyclone, and 2) a coarse ore that exits through the bottom and is recycled back into the mill for further grinding. The fine ore must comply with the metallurgical conditions for metal recovery, which indicates 55% of the product must be under the 200-mesh size (equivalent to 74 microns), before being sent to the flotation process.

DDGM has also improved two areas of the crushing and milling plants. In 2013, a Knelson Concentrator gravity circuit was installed to help improve gold recovery. In addition, the mill was expanded to a nominal 1,500 dry tpd employing the same process and generally the same equipment types as described above. The expansion included doubling the amount of flotation cells and thickener surge tanks and the addition of a second ball mill on the flotation circuit. In 2019, an increase in pumping capacity to the cyclones resulted in plant capacity increasing to 1,800 tpd.

14.3Differential Flotation

Most of the underground ore from the Arista mine system has consisted of very clean, primary sulfides, which have high recoveries in the differential flotation circuit. The principal economic components are gold and silver; however, the ores also

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contain economically significant amounts of lead, zinc, and copper. The flotation plant produces three concentrates for sale: a copper concentrate with gold-silver, a lead concentrate with gold-silver, and zinc concentrate with gold-silver.

The flotation process starts with ground pulp being pumped from the ball-mill sump to a 2.5- x 2.5 m general conditioner tank. From this tank, it is first pumped to a bank of four 5.10-m3 rougher flotation cells, from which a rougher copper concentrate is recovered. Underflow from the copper rougher circuit is pumped to a second bank of four 5.10-m3) rougher flotation cells for production of a lead rougher concentrate, and the underflow from the lead rougher cells is pumped to a third bank of 5.10-m3 rougher flotation cells to produce a rougher zinc concentrate. Copper rougher concentrates are passed through a bank of six 0.68-m3 copper cleaner cells to produce a copper product, which is pumped to a 5.0- X 1.7-m thickener tank for thickening before filtration into a saleable copper concentrate. The thickened copper concentrates are filtered in a 1.10-m pressure filter to produce a final saleable product.

The flotation product from the lead rougher stage is pumped to a bank of five 0.68-m3 lead cleaner cells as an initial cleaner stage for the lead concentrate. The product from the first lead cleaner stage is pumped to a second series of three 0.68-m3 cleaner cells to produce a lead concentrate that is also thickened and filtered for sale as a final product. The sizes and characteristics of both the lead concentrate thickeners and the press filter systems are identical to the copper thickener and filter.

Tailings from the lead flotation are pumped to two 2.5- x 2.5 m zinc conditioning tanks, and from these into a bank of four 5.10-m3 zinc rougher flotation cells. The product from the rougher cells passes to another set of four 5.10-m3 secondary flotation cells, and the product from these passes to a series of nine 0.68-m3 zinc cleaner flotation cells. The product from the cleaner cells is pumped to the zinc concentrate thickener; thickened concentrate is then filtered and stored for subsequent shipment to the concentrate buyer. Concentrates are bulk shipped on contracted tractor-trailer trucks.

The flotation cells for the DDGM Processing Facility are shown in Figure 14.5.

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Figure 14.5 Banks of Flotation Cells at the DDGM Processing Facility

Graphic

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Figure 14.6 Agitated Leach Circuit of the DDGM Processing Facility

Graphic

14.4Tailings and Water Management

The Tailings Storage Facility (TSF) is in a valley below and south of the process plant site. The tailings facility was constructed using international standards in excess of Mexican permit requirements. The TSF is formed by two rock filled dams that have been raised once 10 meters using the downstream construction method. The TSF is double lined with the first liner made of a clay and synthetic material that acts as a leak prevention system with the effective absorption equal to ~ 3 meters of clay. The second liner is made of 1.5 mm Linear Low-Density Polyethylene (LLDPE), which was a permitting requirement.

The TSF is zero discharge with the process water being recycled with the plant. Additional make-up water for the flotation process comes from mine discharge water.

Construction of a filtration plant and dry stack facility commenced in September of 2020 with target completion date for Q1 2022 (originally Q4 2021), due to delays related to COVID. The newly constructed filtration plant (Figure 14.7) and existing paste plant (commissioned in October of 2019), (Fig. 14.9) will handle 100% of future tailings generation.

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Figure 14.7 DDGM Tailings Filtration Plant

Graphic

Tailings is pumped from the thickener underflow of the processing plant at ~50%. Trash screening removes any debris from the tailings which is then distributed into two parallel holding tanks which keeps the pulp mixed while providing temporary storage and continuous supply to both filter presses. The temporary storage mixing tanks also supply the paste plant as required. The two parallel Aqseptence GHT 1500-F16 filter presses (see Figure 14.8 below) can process 75-82 TPH of solid tailings combined. The process water and rinse water collected at the filter press is recycled back to the processing plant while the cake containing ~14% moisture is deposited onto conveyors then routed to a single stacker conveyor. The radial stacker conveyor layers the filtered tailings in the depleted open pit area where it naturally dewaters further and is compacted for stability.

Figure 14.8 Diemme Filtration – Aqseptence GHT-F Filter Press

Graphic

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Figure 14.9 DDGM’s Paste Plant

Graphic

14.5 Laboratory Facilities

DDGM has designed and constructed a laboratory for assaying samples and metallurgical testing (Fig. 14.10). The laboratory staff currently consists of 23 employees for sample preparation, assaying and metallurgical testing. The Don David Gold Mine Laboratory prepares about 100 samples per day and assays (Atomic Adsorption and Fire Assay) more than 400 samples per day. In addition, the laboratory conducts between 5 and 10 metallurgical tests per day.

Figure 14.10 Arista Project Laboratory

Graphic

The Don David Gold Mine laboratory sample preparation consists of the following stages:

Reception and identification of the samples
Drying

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Primary, secondary, and tertiary crushing to particle about 4 mm
Homogenization (mixing)
Sample splitting (Jones splitter)
Pulverization in Spray rings to 100% <100 mesh sample for analysis
Sample control and analysis

The fire assaying procedures employed at the Don David Gold Mine laboratory are as follows:

Fusion: Fusion is carried outweighing 5 to 20 grams of sample depending on the source, mixed with lead-based flux, fusion performed at 1050 ° C for 50 minutes.
Cupellation: it starts with cleaning of lead button hammered, then the cups are placed in the oven at 940 ° C, then place the button of lead inside the cups for 45 minutes.
Dissolution: brown button obtained weighed, the next step is dissolved in nitric acid for 25 minutes. After dissolving the silver buttercup washed and calcinations.
The button of gold is weighed on a microbalance.

X-Ray fluorescence (XRF) is the emission of characteristic "secondary" (or fluorescent) X-rays from a material that has been excited by bombarding with high-energy X-rays or gamma rays. The phenomenon is widely used for elemental analysis and chemical analysis, particularly in the investigation of metals and for research in geochemistry.

This analysis is performed by mixing the sample with wax, then form a compressed tablet. It is then placed in the auto-sampler Brucker Ranger. The analysis time depends on the origin of the samples; it takes 3 to 5 minutes for reading per sample.

Atomic absorption spectroscopy (AAS) is a spectroanalytical procedure for the quantitative determination of chemical elements employing the absorption of optical radiation (light) by free atoms in the gaseous state. In analytical chemistry the technique is used for determining the concentration of a particular element (the analyte) in a sample to be analyzed. AAS can be used to determine over 70 different elements either in solution or directly in solid samples.

DDGM has two atomic absorption units for the analysis of gold, silver and base metals. Samples are analyzed for mainly gold and silver, as well as copper, lead, zinc and arsenic. The analysis is performed with partial digestion in a microwave oven with mixer acids (hydrochloric and nitric).

DDGM has completed and continues to conduct the following metallurgical tests at the Aguila laboratory:

Denver flotation cell D-12, including 2, 4 and 6 liter-cells with stirring SUB-a and DR, and laboratory type ball mill. Flotation tests are conducted on ore to improve the processing plant.
Dynamic tests in cyanide bottle.
Particle size analysis on wet and dry.
Determination of specific gravity on drilling cores.
Sedimentation and flocculation tests.
Vacuum filtration.

The Don David Gold Mine laboratory’s quality controls include the use of a primary or secondary standard sample which is certified for analysis in fire assay, atomic absorption and X-ray fluorescence. These standard samples are analyzed at the end of each month, evaluating the assay results.

The lab is currently not accredited. Work instructions have been developed for all lab analysis and QAQC controls have been put in place to quantify the confidence level of the analysis.

Duplicate analysis has been established since Jan 2020 with over 523 duplicates performed (30-40 per month). Results are consistent which has built confidence in the Aguila Laboratory analysis capability. Figures 14.11 to 14.25 illustrate the details of the duplicate analysis.

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Figure 14.11 Au Duplicate Vs Original Scatter

Graphic

Figure 14.12 Au Relative Difference Plot Versus Mean PMM Analysis

Graphic

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Figure 14.13 Au Relative Difference Versus Population of Data

Graphic

·80% of the Au analysis fell under 20% relative error.

Figure 14.14 Ag Duplicate Vs Original Scatter

Graphic

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Figure 14.15 Ag Relative Difference Plot Versus Mean PMM Analysis

Graphic

Figure 14.16 Ag Relative Difference Versus Population of Data

Graphic

·80% of the Ag analysis fell under 10% relative error.

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Figure 14.17 Cu Duplicate Vs Original Scatter

Graphic

Figure 14.18 Cu Relative Difference Plot Versus Mean PMM Analysis

Graphic

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Figure 14.19 Cg Relative Difference Versus Population of Data

Graphic

·80% of the Cu analysis fell under 9% relative error.

Figure 14.20 Pb Duplicate Vs Original Scatter

Graphic

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Figure 14.21 Pb Relative Difference Plot Versus Mean PMM Analysis

Graphic

Figure 14.22 Pb Relative Difference Versus Population of Data

Graphic

·80% of the Pb analysis fell under 10% relative error.

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Figure 14.23 Zn Duplicate Vs Original Scatter

Graphic

Figure 14.24 Zn Relative Difference Plot Versus Mean PMM Analysis

Graphic

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Figure 14.25 Zn Relative Difference Versus Population of Data

Graphic

·80% of the Zn analysis fell under 6% relative error.

The primary equipment utilized in the Aguila laboratory consists of the following:

(1) Retsch 500 Jaw crusher (new); (3) Jaw crushers (old)
(2) Four-rings Pulverizers; (2) Disc Pulverizers
(10) Porcelain mortars
Gas furnace (Fusion)
Electrical furnace (Copelation)
Micro-balance
X-Ray fluorescence Spectrometer
Atomic Adsorption Spectrometer (Perkin Elmer Analyzer 500)
Atomic absorption Spectrometer (Perkin Elmer Analyzer 900)
Microwave (Merk 5 CEM)
Analytical Balance (Mettler Toledo)

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15PROJECT INFRASTRUCTURE

15.1Roads

The Arista Project is on paved Mexican Federal Highway No. 190, 115 km from the capital city of Oaxaca. The highway, which is a leg of the Pan American Highway system, runs through the nearby village of San José de Gracía. The road distances from San José de Gracía to the mine and plant sites are 2.4 km and 6.0 km respectively.

The operation has a relatively small surface infrastructure consisting primarily of the flotation and leaching plants, electrical power station, water storage facilities, paste plant, stockpiles, and workshop facilities, all connected by sealed and unsealed roads

15.2Tailing Disposal Facilities

The Tailings Storage Facility (TSF) is in a valley below and south of the process plant site. The tailings facility was constructed using international standards that exceed Mexican permit requirements. The TSF is formed by two rock filled dams that have been raised once 10 meters using the downstream construction method. The TSF is double lined with the first liner made of a clay and synthetic material that acts as a leak prevention system with the effective absorption equal to ~ 3 meters of clay. The second liner is made of 1.5 mm Linear Low-Density Polyethylene (LLDPE), which was a permitting requirement.

The TSF is zero discharge with the process water being recycled to the plant. Additional make-up water for the flotation process comes from mine discharge water.

Construction of a filtration plant and dry stack facility commenced in September of 2020 with the target completion in Q1 2022. The filtration plant and existing paste plant (commissioned in October of 2019) will handle 100% of future tailings production.

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Figure 15.1 Site Map Including Tailings Storage Facilities

Diagram

Description automatically generated

15.3Mine Waste Stockpiles

The mine currently has one waste stockpile used for storing waste material that could not be effectively disposed of underground. The waste is generated mainly from mine development activities and is not expected to increase significantly over the life of the mine unless some additional infrastructure or new mine areas are incorporated into the Mineral Reserves.

15.4Ore Stockpiles

The Don David gold Mine maintains small stockpiles underground and at the mine entrance in order to manage continuous ore haulage. Mined ore for processing is also stockpiled on a large patio (capacity 30,000 to 40,000 tonnes) near the crushing plant. The mined ore undergoes a rigorous blending program to ensure a homogeneous feed is sent to the plant.

15.5Concentrate Transportation

As the final products consist of metal concentrates and bullion (doré), and because the property and facilities are easily connected to the paved Pan American highway (and from there to major cities by means of the national paved road system), there is no need for construction of new external processing facilities.

Tractor trailers that can transport two 26-tonne trailers each are used to transport concentrate. The containers must be made of stainless steel. Each container is registered and weighed at the mine scales before the loading, sampling and weighing process is performed of the concentrate prior to the unit being sealed and registered. The concentrate is then transported by road to a port in Mexico for subsequent shipping to purchasers in 400, 600 and 1,200 tonne lots for copper, lead and zinc concentrates,

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respectively. Concentrate trucks are formed into convoys and escorted by contracted security personnel during the entire trip to the purchaser’s warehouse.

15.6Power Generation

Up until 2018, power was mainly provided by diesel generators at the site. In 2019, DDGM successfully connected a power line to its Arista project from the Mexican Federal Electricity Commission’s (Comisión Federal de Electricidad or CFE) power grid. Prior to this connection, the Arista project operated 100% from electricity generated from more expensive and higher emission diesel fuel.

The mining unit is fed from the Mitla electrical substation on an overhead distribution line of the Comision Federal de Electricidad (CFE) with a length of 68 km, 3 Phase-4 Wire with a voltage of 34500 volts with an ACSR 266 conductor.

The distribution line reaches a main transformer with a capacity of 10 Mva - 34500/13200 volts. The distribution is carried out in 3 branch circuits of 13200 volts.

Circuit 01 feeds the beneficiation plant with an overhead distribution line of 13200 volts with a trajectory of 2.7 km with an ACSR 266 conductor:

Substation 2000 kva-13200/4160 (1040 hp Mill)
Substation 2000 kva .13200 / 4160 volts (800 hp Mill)
4000 kva substation 13200/480 Volts (Crushing, Flotation, Thickening, Workshops, Laboratory and offices)
750 kva substation 13200/480 volts Tailings Dam
1500 kva substation 13200/480 volts Filtering Area.

Circuit 02 feeds the South ramp sector with an overhead distribution line of 13200 volts with a trajectory of 1 km:

Main substation 2000 kva 13200 -4160 volts
Secondary substation 1000 kva-13200/480 Volts (400 hp Howden fan)
Secondary substation 1500 kva-13 200/480 volts (Paste plant)
Secondary substation 1500 kva 4160/480 Volts (underground mine sector level 17).

Circuit 03 feeds the North ramp sector with an overhead distribution line of 13200 volts with a trajectory of 1.3 km:

Main substation 4000 kva 13200 -4160 volts (located inside mine level 11)
There are 6 substations 1500 kva 4160 / 480 volts type in the underground mine that feed the main pumping stations of level 11, pumping of level 20, Switchback district, level 3, secondary ventilation and secondary pumping.

There are 6 Caterpillar 3516b generators with a total installed capacity of 6.56 MW as backup for a continuous operation. In 2021 there was an increase in power consumption due to ventilation and dewatering pumps requiring the installation of capacitors that improved and stabilized the power supply. In 2021, DDGM also initiated conversations with CFE for the expansion of the load delivered to further stabilizing the energy supply

15.7Water

DDGM has a permit granted by the Mexican federal water authority, Comisión Nacional del Agua (CONAGUA) for the usage of 150,000 cubic meters annually. However, water requirements to process ore are being primarily sourced from water pumped to the surface from the underground dewatering system. Water in the tailings facility is recycled to the Don David Gold Mine processing plant and the excess water pumped from the underground workings is discharged at the surface into decantation ponds. DDGM has the necessary permits to discharge underground mine water at the surface. Water sampling from rivers and creeks is conducted regularly and sent for analysis to an external laboratory.

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15.8Offices and Buildings

DDGM has constructed substantial infrastructure to support the DDGM operations. The main administration and offices are in the vicinity of the processing facilities. The mine office is located 2 kilometers to the southeast, near the entrance to the Arista underground mine ramp. Nearly all the administrative personnel and activities are currently conducted from these offices

Figure 15.2 Site Map Including Process Facilities

Diagram, engineering drawing

Description automatically generated

The underground mine site has a small mobile equipment maintenance and repair shop, a parts and supply warehouse, dining hall and offices and workspace for engineering, geology, and mine administration. Most building construction consists of concrete-block buildings, although the shop structures are steel frame buildings with steel sheet cladding. DDGM has also constructed exploration offices near the lower end of the open pit. These are similar block buildings with patios covered with steel structures, roofed with steel sheets.

DDGM has constructed a good quality housing, recreation and dining hall facility, called “Tres Palmas’’, in the town of San José de Gracía, which is situated in the Rio Grande River valley (Fig. 15.1). Buildings are constructed of concrete blocks and all are designed for the tropical climate. This housing area is mainly for salaried employees and their families, and there are more than 50 employees housed in the facility. In addition, DDGM rents numerous houses in the village of San José de Gracía, as well as a local hotel, where about 30 employees are housed.

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Mexican government medical services (Servicios de La Secretaría de Salúd) are close by the operation in the villages of El Camerón (first aid), and Nejapa de Madero (hospitalization, surgery, etc.). DDGM has an ambulance at the mine site available to transport injured or sick employees to one of these facilities.

Figure 15.3 Housing, Recreation and Dining Hall Facility for Oaxaca Mining Unit (Tres Palmas) in the Town of San José de Gracia.

Graphic

15.9Core Storage Facility

In 2015, DDGM began construction of a permanent core storage facility to store the thousands of meters of diamond drill core collected during past drilling programs (Fig. 15.4). The core storage facility is located near the Exploration Office, above the Manto Vein open pit and in close proximity to the Don David Gold Mine Processing Facility.

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Figure 15.4 Core Storage Facility for the Aguila Project.

Graphic

15.10Communications Systems

The telecommunications service is rented from Telefonos de México SAB de CV (Telmex); this company provides the Don David Mine with Internet and Telephone services in the same communication channel (Optical fiber), with a contracted Business Internet Service synchronous band width of 100 MB, received through Router.

These services are then distributed in the LAN by a star-type network linked by Cisco switches; in the case of distribution to the local population (with whom DDGM shares the Internet service) and to the mine camp, it is done through Airfiber wireless links in a 2.4 GHZ band, mounted on communication towers.

In the case of the underground mine, IP telephone and network services are distributed through optical fiber to the levels where the operation requires it.

The main communication on the ramp and levels inside the mine is done through a Leaky Feeder radio system, it is a communication system in a VHF band, which is distributed through a special coaxial cable that distributes communication from the base to all wired areas. Due to operational demands, two communication channels are managed, channel 9 exclusively for traffic and channel 8 for operations.

The telephone system is received at the SITE by means of an E1 service, it is connected to an IP switch that distributes the service to 107 extensions.

15.11Opinion of Qualified Person

Infrastructure required to support the LOM is in place and is operational. The filtration plant and dry stack facility will be completed in Q1 of 2022 providing sufficient space for LOM requirements.

16MARKET STUDIES AND CONTRACTS

16.1Market Studies

Since 2010, DDGM has produced and sold doré containing gold and silver and metal concentrates that contain gold, silver, copper, lead and zinc from the Arista and Alta Gracia projects of the Don David Gold Mine. Shipments of doré and concentrates are contracted to be sold to various Buyers. Sale prices are obtained based on either world spot or London Metals Exchange market pricing and payment terms are typical within the industry.

This practice is consistent with industry norms and can be used in mine planning and financial analyses for the Don David Gold Mine in the context of this Technical Report.

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16.2Contracts

DDGM contracts for services for specialist mining operations, construction projects and to treat, refine and sell doré and concentrates. The costs of such contracts are accounted for in the capital and operating expenditures depending on the nature of the work performed. Contracts are negotiated and renewed as needed. Contract terms are typical of similar contracts in Mexico that DDGM is familiar with.

On April 23, 2021, a decree that reforms labor outsourcing in Mexico was published in the Federation’s Official Gazette. This new decree amends the outsourcing provisions, whereby operating companies will no longer be able to source their labor resources used to carry out the core business functions from service entities or third-party providers. Under Mexican law, employees are entitled to receive statutory profit sharing (Participacion a los Trabajadores de las Utilidades or “PTU”) payments. The required cash payment to employees in the aggregate is equal to 10% of their employer’s profit subject to PTU, which differs from profit determined under U.S. GAAP. DDGM continues to contract specialized services with registered service providers.

DDGM has a contract to refine and sell doré with Asahi Refining USA, Inc., treat and sell zinc concentrates to Metalurgica Me-Mex Penoles, S.A. de C.V. (“Penoles”), to treat and sell copper concentrates to METAGRIS.A DE C.V. (a subsidiary of Glencore or “Glencore”), and to treat and sell lead concentrates to COMPROMIN, S.A. de C.V (a subsidiary of IXM Holding S.A. or “IXM”).

16.3Concentrate Sales

Concentrates produced at DDGM are transported to our contracted customers on highway trucks operated by Sección 02 del Sindicato de Trabajadores de la Construcción, Similares y Conexos del Estado de Oaxaca, C.T.M. (“C.T.M.”).

The zinc contract with Penoles was awarded in 2020, for the period January 1, 2021 to December 31, 2023. Treatment charges are based on spot and benchmark prices. Penalties are assessed if Cadmium, Silica or Iron exceed an agreed tolerance.

The copper contract with Glenore was awarded in 2020. Terms for treatment and other charges are negotiated annually and most recently for the period January 1, 2022 to December 31, 2022. Penalties are assessed if Selenium in lead concentrate and Arsenic, Antimony, Lead and Bismuth exceed an agreed tolerance.

The lead contract with IXM was awarded in 2021. Terms for treatment and other charges is for the period January 1, 2022 to December 31, 2022. Penalties are not assessed unless any element is materially outside the typical specifications.

The sales contract for all concentrates is combined with the smelting and trade agreements. Representatives and umpires provide settlement assistance services from time to time. DDGM has arranged financially-settled forward contracts for approximately 90% of provisional sales. Pricing is based on the market price one month after delivery to the warehouse (M +1). Rates and charges are within industry norms.

16.4Commodity Price Projections

For the purpose of estimating the Mineral Reserves and Mineral Resources in this report, the QP utilized the median of a five-year street consensus average (“Consensus Price”) as at August 2021 provided by the Bank of Montreal. The Consensus Price was subsequently evaluated on December 31, 2021, to validate the reasonableness of the metal prices used in the model. Because metal prices at that time were determined to be within 5% of the original estimate, they were determined to be reasonable. The Consensus Prices used in this report are set forth below:

$1,744 per ounce of gold
$23.70 per ounce of silver
$3.59 per pound of copper
$0.97 per pound of lead, and
$1.15 per pound of zinc.

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The actual metal prices can change, either positively or negatively from the five-year consensus. If the assumed metal prices are not realized, this could have a negative impact on the operation’s financial outcome. At the same time, higher than predicted metal prices could have a positive impact. Gold equivalencies are determined by taking the Consensus Price for gold and silver and converting them to a gold equivalent ratio for the period

16.5Comment on Section 16

The QPs have reviewed the information provided by GRC on marketing, contracts, concentrate sales and commodity price projections. The QPs note that the information provided is consistent with the source documents used, and that the information is consistent with what is publicly available on industry norms. The information can be used in mine planning and financial analyses for the Don David Gold Mine in the context of this Report.

Metal price assumptions used in the Report are based on a five-year consensus average price for gold, silver, copper, lead and zinc. The actual metal prices can change, either positively or negatively from the five-year consensus. If the assumed metal prices are not realized, this could have a negative impact on the operation’s financial outcome. At the same time, higher than predicted metal prices could have a positive impact. QPs have reviewed the information provided by GRC on marketing, contracts, concentrate sales and commodity price projections. The QPs note that the information provided is consistent with the source documents used, and that the information is consistent with what is publicly available on industry norms. The information can be used in mine planning and financial analyses for the Don David Gold Mine in the context of this Report.

Metal price assumptions used in the Report are based on a five-year consensus average price for gold, silver, copper, lead and zinc. The actual metal prices can change, either positively or negatively from the five-year consensus. If the assumed metal prices are not realized, this could have a negative impact on the operation’s financial outcome. At the same time, higher than predicted metal prices could have a positive impact.

17.Environmental Studies, Permitting, and Plans, Negotiations or Agreements with Local Individuals or Groups

17.1.Environmental Compliance And Considerations

Following the mining, milling and exploration activities, DDGM is subject to all Mexican federal, state and local laws and regulations governing the protection of the environment, including laws and regulations relating to the protection of air and water quality, hazardous waste management and mine reclamation as well as the protection of endangered or threatened species. Potential areas of environmental consideration for mining companies include but are not limited to acid rock drainage, cyanide containment and handling, contamination of watercourses, dust and noise.

All mining and environmental activities in México are regulated by the Dirección General de Minas (DGM) and by the Secretaría de Medio Ambiente y Recursos Naturales (SEMARNAT), both representing the Mexican Federal Government, under the corresponding laws and regulations. DDGM's mining operations are subject to environmental regulation by SEMARNAT. Regulations governing the advancement of new projects or significant changes to existing projects require an environmental impact statement, known in Mexico as a Manifiesto Impacto Ambiental (MIA). DDGM is also required to submit proof of local community support for a project to obtain final approval.

The DDGM operations in Mexico operate under a unique environmental license (LAU), which covers the environmental impact and risk of atmosphere emissions hazardous waste production and treatment. This environmental license was issued after approval of the Evaluación del Impacto Ambiental (EIA). Also, special permits are issued for certain types of expansions, tailings dams, etc.as required.

DDGM obtained various permits for surface and underground water use and discharge. The permissions are granted by the Comisión Nacional del Agua (CONAGUA), an administrative and technical advisory branch of SEMARNAT. CONAGUA administers national waters, manages and controls the country's hydrological system, and promotes social development.

DDGM currently operates under the permits and status as indicated in Table 17.1. The document description and code are based on the information contained in the documents registered with the appropriate authority. Table 17.2 defines the codes used to describe the permits outlined in Table 17.1. 

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Table 17.1 Don David Gold Mine Environmental Permits and Issuing Agencies

“EL ÁGUILA” PROJECT

PERMIT NUMBER

DESCRIPTION

CODE

AREA

CONCESSIONS

DATE

EXPIRATION

STATUS

SEMARNAT-SGPA-DIRA- 049-2008

SEMARNAT-SGPA-DIRA- 413-2008

SEMARNAT-SGPA-DIRA- 1212-2009

SEMARNAT-SGPA-DIRA-716-2012

SEMARNAT-UGA-1312-2019

Process plant Environmental Impact permit

AIA

9.4 ha

El Aguila.

2008

2024

Full compliance

SEMARNAT-SGPA-AR- 1246-2008

SEMARNAT-SGPA-AR- 0654-2008

Process plant Land Use

Modification permit

ACS

9.4 ha

El Aguila.

2008

2024

Renewal in progress

SEMARNAT-SGPA-DIRA- 1010/2008

TSF phase I-II Environmental

Impact permit

AIA

12.1 Ha

El Aguila

13/11/2008

2016

Renewal in progress

SEMARNAT-SGPA-AR-0390-2009

SEMARNAT-SGPA-AR-0800-2011

Open pit

Land Use

Modification Permit

ACS

9.186 ha

El Aguila

07/06/2012

05/03/2026

Full compliance

SEMARNAT-SGPA-DIRA- 1310-2009

SEMARNAT-SGPA-DIRA- 1423-2011

SEMARNAT-SGPA-UGA-0016-2018

Open pit Environmental Impact permit

AIA

10.5297 ha

El Aguila

06/03/2018

05/03/2026

Full compliance

SEMARNAT-SGPA-DIRA- 474-2010

SEMARNAT-SGPA-DIRA- 858-2010

UG access ramp

Environmental Impact permit.

AIA

6.3 Ha

El Aire

18/05/2010

2021

Full compliance

Renewal in progress

SEMARNAT-SGPA-AR- 1825/2010

UG access ramp Land Use

Modification permit

ACS

2.44 ha

El Aire

01/11/2010

2021

Full compliance

Renewal in progress

SEMARNAT-SGPA-DIRA- 035-2012

“Tepetatera 4” Environmental

Impact permit

AIA

4.0 Ha

El Aire

11/1/2012

2014

Full compliance

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SEMARNAT-SGPA-UGA-1304-2015

“Tepetatera 5” and Robbins Environmental

Impact permit

AIA

2.1208 Ha

El Aguila Unit

18/09/2015

18/01/24

Full compliance

SEMARNAT-SGPA-DIRA- 152-2010

“El Águila” Environmental Impact Preventive Report

AIP

2,062.5 Ha

El Chacal, el Pilón ,Pitayo 3, and el Pitayo 4.

08/04/2010

NA

Exploration in process

20/EV-0167/01/10

20/HR-0142/04/21

20-PMG-I.2005-2016

20-PMM-I-0151-2016

Hazardous waste management permits

GIR

****

El Aguila

2010

2026

Full compliance

05OAX137811/22FADA13

05OAX137811/22FSDA16

Underground

water use and treated wastewater discharges permit

DIV

150, 000 m3/year

El Aguila

27/07/2015

30/09/2024

Full compliance

SEMARNAT-SGPA-DMIC-039-2017

20/COW0151/06/21

Environmental License (LAU in Spanish)

LAU

This is a global report of all environmental permits

El Aguila

15/11/2017

NA

Full compliance

SEMARNAT.SGPA-DIRA-1514-2014

SEMARNAT.SGPA-UGA-1685-2017

TSF phase 3 and ampliation

Environmental

Impact Permit

AIA

16.7022 ha

El Aguila Unit

04/10/2017

31/08/2022

Full compliance

SEMARNAT.SGPA-AR-1781/2014

SEMARNAT.SGPA-AR-1551-2017

TSF phase 3 and ampliation

Land Use

Modification

Permit

ACS

11.54 ha

El Aguila Project

03/08/2017

15/08/2018

Full compliance

SEMARNAT-UGA-1469-2019

Environmental impact

No requirement for

“Horno de cal” exploration project

NRIA

1 drilling site

El Águila

28/10/2019

2024

Exploration in process

SEMARNAT-UGA-1470-2019

Environmental impact

No requirement for

“Cerro colorado” exploration project

NRIA

1 drilling site

El Águila

28/10/2019

2024

Exploration in process

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ALTA GRACIA PROJECT

PERMIT NUMBER

DESCRIPTION

CODE

AREA

CONCESSIONS

DATE

EXPIRATION

STATUS

20/IP-0002/11/10/ SEMARNAT-SGPA-DIRA- 844-2010

Environmental Impact Preventive Report for the Alta Gracia Exploration Area

AIP

67.45 Ha

La Herradura and David Fraction 1.

23/11/2010

NA

Exploration in process

SEMARNAT-SGPA-UGA-2411-2015 SEMARNAT-UGA-1313-2019

Environmental

Impact for Alta Gracia project

DIV

1 waste rock dump 651.73 m2 no change in land use

13 blasthole

Mining

Alta Gracia project

15/02/16

16/07/2018

31/03/2021

Full compliance

SEMARNAT.SGPA-UGA-AR-1411-2017

Environmental

Impact for Tepetatera Alicia

AIA

0.337 ha

Alta Gracia Project

10/07/2017

14/01/2018

Full compliance

SEMARNAT.SGPA-AR-0682-2017

Environmental

Impact for exploration project “Camino 10 Alta Gracia”

AIA

0.179 ha

Alta Gracia project

27/04/2017

27/04/2018

Full compliance

SEMARNAT-SGPA-DIRA-0318-2017

Environmental impact

No requirement

“Alta Gracia phase II” exploration project

NRIA

14 drilling sites

Alta Gracia project

16/06/2017

2024

Exploration in process

SEMARNAT-SGPA-UGA-0484-2018

Environmental impact

No requirement

“Alta Gracia phase III” exploration project

NRIA

3 drilling sites

Alta Gracia project

31/05/2018

2024

Exploration in process

SEMARNAT-SGPA-UGA-0485-2018

Environmental impact

No requirement

“Alta Gracia Zona Victoria” exploration project

NRIA

3 drilling sites

Alta Gracia project

31/05/2018

2024

Exploration in process

SEMARNAT-UGA-1468-2019

Environmental impact

No requirement

“Trenes phase II, Barreno Capilla Alta Gracia” exploration project

NRIA

3 drilling sites

Alta Gracia Project

28/10/2019

2024

Exploration in process

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Table 17.2 Description of Information and Codes for DDGM’s Environmental Documents

Code

Description

AIA

Environmental Impact Authorization

ACS

Land Use Change Authorization.

AIP

Exploration Preventive Report Authorization.

ETJ

Technical Justification Study (land use change study)

MIA

Environmental Impact Statement (study for environmental impact valuation)

IP

Preventive Reports (exploration mining claims)

ERA

Environmental Risk Valuation

PPE

Plans, Programs and Studies

PFP

PROFEPA (Documentation related to administrative records we have with Profepa)

GIR

Waste (Information related to integrated waste management)

DIV

Miscellaneous.

NRIA

Environmental Impact No requirement

LAU

Environmental Single License

17.2.Solid Waste Disposal

The process plant, underground mine and mine camp have individual sewage treatment plants. The treatment systems are biochemical tanks and filtration. The treated water is returned to the soil through an absorption well.

17.3.Water and Air Sampling

DDGM has established strict procedures of operation and monitoring water and air quality following accepted standards.

The tailing facilities require primary environmental and operation control. Water in the tailings facility is recycled to the Don David Gold Mine processing plant.

Some water pumped from the underground workings is discharged at the surface into decantation ponds. DDGM has the necessary permits to discharge underground mine water at the surface.

Special attention goes into reducing the possibility of an incident regarding any potential contamination. DDGM has established strict protocols such as:

Frequently testing of water into rivers near the tailings dams for pollutants.
Testing of discharge sewage pollutants.
Testing of running water in the intermittent streams within the property for mineral elements and contaminants.
Testing of the combustion gases from laboratory chimneys and foundry and lead exposure to the lab's personnel.

The sampling of surface waters in rivers and creeks is conducted every six months, and underground water sampling is completed every three months. The water samples are sent for analysis to an external laboratory (Laboratorios ABC, Mexico City), which has been accredited by the Mexican Entity of Accreditations. (EMA).

17.4. Mine Closure Plan

DDGM is required to prepare a mine closure plan for the possible future abandonment of the Arista and Alta Gracia projects. In compliance with environmental obligations, DDGM is required to consider two levels of care:

Works and actions that are specifically identified in the current environmental regulations, or in case of modifications or new regulations arising and,

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Those particular terms and conditions listed in the permissions, registers or certificates, as established in the authorization in terms of environmental impact and land use change (CUS), and although not specifically identified in any order, are the result of case-specific analysis.

The environmental authority in all cases, however, makes it clear that individual or project specific conditions are additional to what the legislation requires. In this case, it is necessary to maintain constant reviews and updates of the information related to either new regulations or other legal instruments that affects DDGM, including that Mexican law principle is such that the lack of knowledge does not imply exemption from its obligation.

The environmental study presented here is mainly an exercise in self environmental evaluation involving monitoring and systematic review of the facilities and business processes, in terms of their environmental practices and procedures, in order to check the level of compliance with both matters governed by the laws, regulations, and existing standards, that affect the good performance and process improvement in the permits that have been granted by SEMARNAT, PROFEPA and CONAGUA.

To be compliant, any mine closure activities should broadly consist of the following:

Prevent erosion in all areas where authorized land use changes involve placing containment structures such as buttresses, retaining walls, rock gabions and balances. There shall be a buffer zone of native vegetation around the perimeter of polygons of various facilities such as Processing Plant, Open Pit Mine, Plant Access Road, Ramp, waste dumps (No.’s 3 & 4, etc..), at least a 4.0 meters width.
Consider within the main points, installing wells to monitor water quality in the pits and tailings dams, in order to analyze whether the runoff from these areas alter the quality of surface water, soil, or subsoil in the rainy season. Perform technical and environmental examinations that determined the location of these wells, likewise, attach the graphic material showing its location relative to mine workings. Integrate the results of the trimestral monitoring of the wells in the Annual Technical Report of Environmental Monitoring, and finally, record the results of these actions in the field logbook including description of activities.
Determine the Ecological Restoration Program plans and actions for the conservation of soil, which must be proposed according to the parameters that the petitioner stated in Soil Management Program and considering the Ecological Restoration Program; must conform to functional and operational integration in space and time to provide continuity-discontinuity of the processes of nature and thus, improve the basic benefit-cost ratio to ensure the achievement of sustainable development.
Maintain the equipment use in good condition in such a way that the emissions are within permissible limits. Maintain the equipment units to prevent spills on the floor, draining or dumping into water bodies present in the area, including waste fats, oils, solvents and any substance or hazardous waste encountered at different stages of the project.

17.4.1 2021 Estimate of Current Closure Costs

A Mine Closure Plan and Reclamation Budgets have been prepared by SRK. The closure cost estimate includes funds for covering the tailings ponds, waste rock stockpiles (tepetateras), and for securing, and cleaning up the other surface and underground mine facilities. In December 2021, SRK provided an evaluation of the closure costs liabilities that exist at the Arista and Alta Gracia projects as of the end-of-the-year 2021 and prepared a schedule for the direct costs of the various tasks in accordance with a mine plan provided by DDGM (Perez, 2021).

The total estimated closure and reclamation cost for the Arista Project is estimated to be 58.71 million Mexican Pesos (MXP), which is equal to about US$ 2.95 million at an exchange rate of 20 pesos to 1 US dollar, the exchange rate at the time SRK prepared their report in December 2021. The total estimated closure and reclamation cost for the Alta Gracia project is estimated to be 11.29 million Mexican Pesos (MXP), which is equal to about US$ 564,548.

SRK Consulting’s conceptual closure and reclamation cost summaries for the Arista and Alta Gracia projects are in Tables 17.3 and 17.4.

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Table 17.3 Conceptual Mine Closure and Reclamation Cost Summary for the Arista Project

ACTIVITY

COST 2021
(MXN)

COMMENTS

1.0 Direct Costs

1.1 Mine Portal and Support Facilities Area

Dismantle and remove machinery and abandoned equipment

2,529,915

Unchanged from 2020

Revegetate and maintain disturbed areas (assuming a period of drought)

316,974

34.53% higher than 2020 due to update in disturbed areas

Slope stabilization (pits, waste dumps, haulage, and backfill)

4,013,909

34.53% higher than 2020 due to update in disturbed areas

Surface cleanup and securing portal

400,000

Unchanged from 2020

1.1 Subtotal

7,260,618

1.2 Mineral Processing Area

Dismantling and removal of machinery and abandoned equipment

2,789,917

Unchanged from 2020

Revegetation and maintenance of disturbed areas (assuming a period of drought)

295,368

Unchanged from 2020

Phase 1 tailings: regrade and cover

5,755,819

2.48% higher than 2020

Phase 2 tailings: revegetation

144,500

2.48% higher than 2020

Phase 3 tailings: regrade and cover

8,864,011

1.48% lower than 2020

Phase 3 tailings: revegetation

222,531

1.48% lower than 2020

Open pit: regrade and cover

2,969,911

5.48% lower than 2020 due to changes in the deposition design and plan

Open pit: revegetation

74,560

5.48% lower than 2020 due to changes in the deposition design and plan

Slope stabilization (waste dumps, haulage, and backfill)

3,639,439

36.88% higher than 2020 due to update in disturbed areas

Reclamation of another surface disturbance(1)

328,916

9.03% higher than 2020 due to update in reclamation areas of the dry-stack filtration plant

1.2 Subtotal

25,084,971

1.3 Haul Road and Ancillary Area

Reclaim roads

2,770,747

Unchanged from 2020

1.3 Subtotal

2,770,747

1.0 Total

35,116,337

7.73% higher than 2020

2.0 Indirect Costs

1-year owner's supervision

3,500,000

Contingency and contractor profit

2,500,000

Permitting support (amendments)

3,500,000

2.0 Total

9,500,000

Unchanged from 2020

3.0 Post-Closure

Compensation areas(1)

2,275,000

Soil and plant surveys

2,275,000

Erosion control

3,250,000

Water quality monitoring

1,170,000

TSF inspection

1,625,000

Environmental surveillance reporting

3,500,000

3.0 Total

14,095,000

Unchanged from 2020

Grand Total

58,711,337

4.61% higher than 2020

(1):Environmental impact assessment (EIA) documentation includes reference to additional areas outside of the current mine disturbance. This compensation is assumed to involve a limited degree of monitoring and habitat enhancement activity.

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Table 17.4 Conceptual Mine Closure and Reclamation Cost Summary for the Alta Gracia Project

ACTIVITY

COST 2021
(MXN)

COMMENTS

1.0 Direct Costs

1.1 Support Facilities Area

Revegetate and maintain disturbed areas
(assuming a period of drought)

14,776

Considering 1 Ha as total area

Slope stabilization (pits, waste dumps, haulage,
and backfill)

187,222

Considering 1 Ha as total area

1.1 Subtotal

201,998

1.2 Haul Road and Ancillary Area

1.2 Subtotal

1,588,963

Assuming 7.914 kilometers of
roads surrounding the WRD

1.0 Total

1,790,961

2.0 Indirect Costs

1-year owner's supervision

3,500,000

Contingency and contractor profit

2,500,000

Permitting support (amendments)

3,500,000

2.0 Total

9,500,000

Assuming indirect costs and
lump sum for 1 year

Grand Total

11,290,961

Notes: One or more EIA approvals specifies a 5-year post-closure monitoring period. The post-closure monitoring effort for Alta Gracia will be covered by the Arista projects.

The estimated costs are currently based on changes for disturbed areas. The volume costs related to earthworks and distances to borrow sources, if any, are not currently considered.

17.5.Ejido Lands and Surface Rights Acquisitions

Surface lands of the Don David Mine mining properties are Ejido lands (agrarian cooperative lands granted by the federal government to groups of Campesinos [farmers] pursuant to Article 27 of the Mexican Constitution of 1917). Prior to January 1, 1994, Ejidos could not transfer Ejido lands into private ownership. Amendments to Article 27 of the Mexican Constitution in 1994 now allow individual property ownership within Ejidos and allow Ejidos to enter into commercial ventures with individuals or entities, including foreign corporations.

The Ejidos have legal status and their own patrimony, they are owners of the lands that were endowed to them by sentence, decrees, or presidential resolution. As well as those that they have acquired by any other title.

The ejidos operate in accordance with their internal regulations which must be registered in the National Agrarian Registry and must have the general basis for the economic and social organization of the ejido that they freely adopt, as well as rules for the use of the lands of common use.

The exploitation of land for common use may be adopted by an ejido when the assembly (supreme organ of the ejido) so decides, in which case the provisions relating to the way of organizing work and the exploitation of resources must be established in advance.

Mexican legislation recognizes mining as a generally superior land use to agriculture. However, the agrarian law recognizes the rights of the ejidos and empowers them to enter into contracts and agreements that have as their object the use or enjoyment of third parties for the use of parceled or common use lands, these contracts can have a duration not longer than thirty years extendable.

For the conclusion of these contracts, a representative of the Agrarian Prosecutor's Office must be present, as well as a Public Notary, to guarantee compliance with the contract or agreement that is made.

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In case of any breach by any of the parties, the agrarian court will oversee resolving.

DDGM has established agreements for the exploration and exploitation of common use lands with the Ejido San Pedro Totolapam and with the ejido lands that allow current and proposed operations for the modification of the surface when necessary for the exploration activities and mining operations of DDGM.

While Mexican law recognizes mining as a land use generally superior to agricultural, law also recognizes the rights of the Ejidos to compensation in the event mining activity interrupts or discontinues their use of the agricultural lands. Compensation is typically made in the form of a cash payment to the holder of the agricultural rights. The amount of such compensation is generally related to the perceived value of the agricultural rights as negotiated in the first instance between the Ejidos and the owner of the mineral rights. If the parties are unable to reach agreement on the amount of the compensation, the decision will be referred to the government.

DDGM has established surface rights agreements with several neighboring communities with the most significant agreement being with the San Pedro Totolapam Ejido and the individuals impacted by current and proposed operations which allow disturbance of the surface where necessary for DDGM’s exploration activities and mining operations.

17.6.Social or Community Impact

DDGM considers nearby communities as essential stakeholders; as such, the company pays special attention to their problems and needs. A good neighbor and open-door policy characterize the relations with the communities inside and around the area of operations. Our Community Relations department interacts with the local authorities frequently.

DDGM has a policy of social responsibility based on community development. The tactic used to achieve this strategic principle is focused on:

Encouraging sustainable self-development of communities
Systematically promoting quality of life conditions that ensure ongoing successful operation of the company in the locality.
Respect for the uses and customs of the communities, as well as the protection of the environment.

DDGM follows internal protocols and procedures intended to channel the demands of the local communities, assess, evaluate and prioritize their needs. All donations are destined to programs that improve their quality of life. DDGM is interested in maintaining a social license to operate by working together with the communities, providing communication support in resolving problems, promoting good practices in social solidarity through a work plan with the localities, and aiming for sustainability in all its actions.

DDGM works respectfully and in coordination with the established leaders in the surrounding communities, local authorities, educational institutions, and government agencies to achieve sustainable development. The company promotes education, sports, culture, health, and environmental care.

Together with the municipal and state governments, DDGM promotes cultural activities in the communities. The company has a cultural center open to the public where workshops on handicrafts, music, and painting occur. In addition, DDGM encourages the realization of social events (e.g. festivals, theatre plays, and cinema for children and adults), and facilitates the transportation of students to civic and cultural events and sports competitions.

Our community relations department assists with garbage collection services to contribute to environmental sanitation and prevent gastrointestinal diseases and a recycling station. The company also supplies medical services and medicines in cases of emergency or whenever the community service is not available.

In 2017, DDGM was awarded the distinction of being a Socially Responsible Company (ESR) by the Mexican Center for Philanthropy (Cemefi) and the Mexican Alliance for Corporate Social Responsibility (AliaRSE). This certifies that the company is an organization committed voluntarily and publically to social responsibility as part of its culture and business management strategy.

In 2019, DDGM contributed with supplies for the construction and opening of a San Pedro Totolápam Community hospital.

DDGM conducted a vision care campaign in 2019 in coordination with the organization "Manos de Ayuda" (helping hands). The collaboration had as an objective providing low-cost eyeglasses to senior citizens.

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DDGM covered the cost of material and labor to run water from a source located in Horno de Cal, to the community of San José de Gracia for the use and benefit of its inhabitants.

17.7.Community Actions For Social Welfare And Development

17.7.1. Education

DDGM promotes progress in education, motivating young people to continue with their studies, allocating monthly financial contributions aim at scholarships distributed according to the educational level in San Jose de Gracia and San Pedro Totolapam.

Donation of school furniture to the Primary School of San Juan Guegoyache, Secondary School of San Pedro Totolapam and group of Initial Education of children in San Jose de Gracia.

17.7.2. Infrastructure

Social development of the communities where we have a presence is essential for the company, and our social programs are designed to each community's needs.

DDGM participated with an economic contribution and donation of protective mesh equipment for the rehabilitation of the water well, which supplies the municipality of San Pedro Totolapam, as well as part of the development plan of the Municipality, the donation of 200 suburban LED luminaires was made for the benefit of the inhabitants of the community.

In 2021, as part of the actions for the development, a Hilux pick-up vehicle was donated to the Ejido de San Pedro Totolapam to facilitate the development and execution of its field activities.

2021 also saw the start of the execution of the productive project "Totolapam Clothing Workshop", where DDGM made the economic contribution for the purchase of machinery necessary for the development of the activities of the workshop, training for the members of the project, and the modification of the property. This project is still in the process of development, and it is planned to continue with the necessary support to achieve the success of the project

In San José de Gracia, annual economic contribution are made for the execution of work that the citizens of the community consider necessary for the development and social welfare of the community. In 2021, by agreements of company and community it was decided to undertake the paving of Laureles street, as the economic contribution corresponding to the aforementioned year.

17.7.3. Cultural and Social Activities

We promote and support the communities for the Guelaguetza, an annual celebration of indigenous culture in Mexico that takes place in the city of Oaxaca and nearby villages. The festival showpieces traditional costumed dancing. The festival also includes parades of indigenous bands, native food, and statewide artisanal crafts & textiles. The festivities are of significant cultural importance for the state's indigenous peoples and are essential for the survival of these cultures.

Every year, DDGM carries out social activities for the celebrations of the “Dia de Los Reyes” (Epiphany) in 6 communities namely San José de Gracia, San Pedro Totolapam, San Juan Guegoyache, Las Margaritas, Santo Tomas de Arriba and San Luis del Rio. In 2021a total of 3,600 gifts were distributed by DDGM in these communities.

As part of the social engagement plan in 2021, through the official DDGM Facebook page, various monthly activities were generated to encourage the participation of children and adults, promoting the local cultures and traditions. This included competitions with winners rewarded prizes appropriate to the participating age groups.

In addition, DDGM contributes with economic support for the development of some cultural and traditional activities related to the festivities of the Patron Saint in San Jose de Gracia, San Pedro Totolapam and San Juan Guegoyache.

17.7.4. Health

During the 2020 COVID 19 pandemic, the company directed campaigns, materials and tools to help prevent the spread of the virus. The company assisted San Pedro Totolapam, San Jose de Gracia, San Juan Guegoyache and Las Margaritas, providing masks, sanitizing liquid, antibacterial gel and food pantries as part of social responsibility actions.

Continuing with the actions for the prevention of the COVID 19 virus, as part of the actions of 2021, DDGM donated to the Municipality of San Pedro Totolapam and San José de Gracia, material to reinforce preventative actions. Consisting of masks, sanitizing liquid for the sanitization filters placed in each community and antibacterial gel, as well as pantries of basic foods for the most vulnerable people.

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17.7.5. Employment in Host Communities

The company's commitment to investment in the community by hiring local employees is presented below on table 17.5:

Table 17.5 Full-time, Direct Employees of the Don David Gold Mine

Graphic

17.8.Opinion of Qualified Person

It is the opinion of the QPs that the appropriate environmental, social and community impact studies have been conducted to date. DDGM have maintained all necessary environmental permits that are prerequisites for construction of Project infrastructure and the maintenance of mining activities.

18CAPITAL AND OPERATING COSTS

The support for capital and operating costs are based on realized costs, quotations and estimates in 2021 dollars. No inflation factors or changes to exchange rates have been used in the economic projections. The estimated capital and operating costs are to a feasibility level of accuracy (within 15%) and include a contingency of 10%.

18.1.Life-of-Mine Capital Costs

A summary of total estimated capital expenditures for the Don David Gold Mine is presented in Table 18.1. There are no growth capital projects currently planned for DDGM. There is growth exploration planned as shown in the table below and discussed in exploration recommendations of this Technical Report. The most significant capital to be incurred at DDGM relates to the underground development which is critical for advancing mining efforts. Concerning sustaining activities, exploration includes drift development, infill drilling, underground and surface exploration. Capital other sustaining includes tailings dam, infrastructure, equipment and IT costs. Details of the mine closure costs can be found in Section 17.

The capital costs are based on realized costs as well as vendor and specialist quotations. A 10% contingency has been applied to these estimates to compensate for any unintentional omissions or oversights. Total estimated capital costs are for the next six (6) years total US$75 million.

Table 18.1 Don David Mine Life-of-Mine Capital Cost Summary (in thousands)

DESCRIPTION

TYPE

2022

2023

2024

2025

2026

2027

TOTAL

Capital

Underground Development

8,880

5,043

4,400

3,772

2,897

2,397

27,389

 

Other Sustaining

4,010

7,539

4,276

750

500

500

17,575

 

Non-Sustaining

-

-

-

-

-

-

-

Exploration

Sustaining

7,513

3,790

1,100

825

825

825

14,877

 

Non-Sustaining

5,487

4,532

1,210

-

-

-

11,229

Sub-Total

Sustaining

20,402

16,372

9,776

5,347

4,222

3,722

59,841

 

Non-Sustaining

5,487

4,532

1,210

-

-

-

11,229

Mine Closure

 

-

-

158

1,100

1,100

1,430

3,788

Total Capital Costs

25,889

20,904

11,144

6,447

5,322

5,152

74,858

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18.2.Life-of-Mine Operating Costs

Operating costs were estimated based on actual historical and current costs for labor consumables and established DDGM contracts. Likewise, 2022 budget factors were also considered in the analysis. The operating costs have a fixed and variable component. Variable components are affected by the volume of ore and waste material mined and volume of ore processed through the processing facilities.

The variable mining costs relate to ore and waste activities such as drilling, blasting, loading and hauling, ground support, fuel, energy and maintenance. The primary fixed cost are related to labor and machinery rentals.

Processing costs are largely variable and based on actual processing costs incurred historically adjusted for current knowledge on reagent consumption at current prices and understanding of wear and replacement parts.

Overheads primarily relate to current supervisory and administrative support. Staff numbers are sufficient to efficiently handle the administrative, technical and management functions required for the mining operation. Provisions for health and safety, security, training, and other regulatory mandated functions are also included.

Transportation and Refining costs relate to those costs required to transport, market, treat, refine and sale the dore and copper, lead and zinc concentrates. These sales costs are included in the NSR calculation.

Labor is allocated to the major cost categories and make up 22% of total costs. Operating and sales costs have been estimates for the next six (6) years in Table 18.2.

Table 18.2 Don David Gold Mine Life-of-Mine Cost of Sale Summary (in thousands)

Description

% Costs

Value US$ per tonne milled 
(before contingency)

Value US$ per tonne milled
(after contingency)

Value US$ Cost
(after contingency)

Fixed

Variable

Mining

30%

70%

50

53

$ 170,453

Plant

25%

75%

25

28

$ 89,421

General & Administration

75%

25%

13

14

$ 45,934

Total Mine Site Operating Cash Cost

45%

55%

88

95

$ 305,808

Transportation Cost

5%

95%

15

16

$ 52,229

SG&A

75%

25%

8

9

$ 27,875

Royalties

0%

100%

9

9

$ 29,609

Refining & Treatment Charges

0%

100%

14

15

$ 48,389

Total Operating Cash Cost

32%

68%

133

144

$ 463,911

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19ECONOMIC ANALYSIS

19.1Economic Analysis

Below is a summary of the economic viability for the DDGM Mineral Reserves and economic interest of Mineral Resources, exclusive of inferred material.

The Don David Gold Mine has a six-year life of mine given the Mineral Reserves and Mineral Resources (Measured & Indicated only) as described in this report. Capital and operating costs are based on realized costs, quotations and estimates in 2021 dollars. No inflation factors have been used in economic projections. The analysis assumes static conditions for the metals market price over the remaining LOM. Revenues are estimates based on the 5-year consensus average and the terms established in the concentrate contracts discussed in Chapter 16.

Don David Gold Mine Life-of-Mine gross sales used in the economic analysis is summarized in Table 19.1 and included in Table 19.2.

Table 19.1 Don David Gold Mine Life-of-Mine Gross Sales (dollars in thousands)

DESCRIPTION

2022

2023

2024

2025

2026

2027

TOTAL

Gold payable (oz)

25,443

22,024

20,560

23,776

21,607

7,313

120,722

Gold Price ($/oz)

$ 1,744

$ 1,744

$ 1,744

$ 1,744

$ 1,744

$ 1,744

$ 1,744

Revenue from Gold ($)

$ 44,375

$ 38,412

$ 35,859

$ 41,468

$ 37,684

$ 12,755

$ 210,552

Silver payable (oz)

961,969

1,086,930

1,099,272

2,051,993

1,864,750

1,575,720

8,640,635

Silver Price ($/oz)

$ 23.70

$ 23.70

$ 23.70

$ 23.70

$ 23.70

$ 23.70

$ 23.70

Revenue from Silver ($)

$ 22,799

$ 25,760

$ 26,053

$ 48,632

$ 44,195

$ 37,345

$ 204,783

Gold Equivalent Ounces

38,515

36,794

35,498

51,660

46,946

28,725

238,137

Cu payable (tonne)

1,590

1,238

1,004

1,489

1,353

286

6,960

Cu Price ($/lb)

$ 3.59

$ 3.59

$ 3.59

$ 3.59

$ 3.59

$ 3.59

$ 3.59

Revenue from Cu ($)

$ 12,580

$ 9,801

$ 7,946

$ 11,785

$ 10,710

$ 2,264

$ 55,086

Pb payable (tonne)

6,442

4,765

4,102

5,489

4,988

1,055

26,842

Pb Price ($/lb)

$ 0.97

$ 0.97

$ 0.97

$ 0.97

$ 0.97

$ 0.97

$ 0.97

Revenue from Pb ($)

$ 13,777

$ 10,191

$ 8,772

$ 11,739

$ 10,668

$ 2,255

$ 57,401

Zn payable (tonne)

17,239

12,999

10,516

15,804

14,362

3,036

73,956

Zn Price ($/lb)

$ 1.15

$ 1.15

$ 1.15

$ 1.15

$ 1.15

$ 1.15

$ 1.15

Revenue from Zn ($)

$ 43,707

$ 32,957

$ 26,660

$ 40,067

$ 36,411

$ 7,697

$ 187,499

TOTAL SALES

$ 137,237

$ 117,120

$ 105,291

$ 153,691

$ 139,667

$ 62,315

$ 715,321

Based on Mineral Reserves and Mineral Resources, excluding inferred material, after-taxes, the net cash flow is US$133 million, at a discount rate of 5%, the Net Present Value (NPV) is US$114 million. The following provides the basis of the Don David Mine LOM plan and economics.

A remaining mine life of 6 years as based on current Reserves & Resources (M+I)
An average operating and selling cost of $144/t milled (with a 10% contingency)
Capital costs of $75 million
Analysis does not include any allowance for end of mine salvage value

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The Don David Gold Mine LOM cash flow projection is presented in Table 19.2

Table 19.2 Don David Gold Mine Life-of-Mine Cash Flow Forecast (dollars in thousands)

Cash Flow Forecast ($ 000's)

TOTAL

2022

2023

2024

2025

2026

2027

Precious Metals

Gold

$ 210,552

$ 44,375

$ 38,412

$ 35,859

$ 41,468

$ 37,684

$ 12,755

 

Silver

$ 204,783

$ 22,799

$ 25,760

$ 26,053

$ 48,632

$ 44,195

$ 37,345

Co-Product

Copper

$ 55,086

$ 12,580

$ 9,801

$ 7,946

$ 11,785

$ 10,710

$ 2,264

 

Lead

$ 57,401

$ 13,777

$ 10,191

$ 8,772

$ 11,739

$ 10,668

$ 2,255

 

Zinc

$ 187,499

$ 43,707

$ 32,957

$ 26,660

$ 40,067

$ 36,411

$ 7,697

Net Revenue

$ 715,321

$ 137,237

$ 117,120

$ 105,291

$ 153,691

$ 139,667

$ 62,315

Mining

$ (170,453)

$ (29,324)

$ (33,207)

$ (31,940)

$ (31,774)

$ (28,875)

$ (15,334)

 

Plant

$ (89,421)

$ (18,857)

$ (16,603)

$ (15,970)

$ (15,887)

$ (14,438)

$ (7,667)

General & Administration

$ (45,934)

$ (9,240)

$ (8,634)

$ (8,304)

$ (8,261)

$ (7,508)

$ (3,987)

Total - Production Costs

$ (305,808)

$ (57,421)

$ (58,443)

$ (56,214)

$ (55,923)

$ (50,820)

$ (26,987)

Transportation Cost

$ (52,229)

$ (12,713)

$ (9,298)

$ (8,943)

$ (8,897)

$ (8,085)

$ (4,293)

 

SG&A

$ (27,875)

$ (5,295)

$ (5,313)

$ (5,110)

$ (5,084)

$ (4,620)

$ (2,453)

Royalties

$ (29,609)

$ (5,519)

$ (5,118)

$ (4,622)

$ (6,201)

$ (5,635)

$ (2,514)

Refining & Treatment Charges

$ (48,389)

$ (11,696)

$ (8,634)

$ (8,304)

$ (8,261)

$ (7,508)

$ (3,987)

Total - Operating Costs

$ (463,911)

$ (92,643)

$ (86,806)

$ (83,194)

$ (84,366)

$ (76,667)

$ (40,235)

Operating Surplus / (Deficit)

$ 251,410

$ 44,594

$ 30,314

$ 22,097

$ 69,325

$ 62,999

$ 22,081

Growth

$ (11,229)

$ (5,487)

$ (4,532)

$ (1,210)

$ -

$ -

$ -

 

Sustaining

$ (59,841)

$ (20,402)

$ (16,372)

$ (9,776)

$ (5,347)

$ (4,222)

$ (3,722)

Mine Closure

$ (3,788)

$ -

$ -

$ (158)

$ (1,100)

$ (1,100)

$ (1,430)

Total - Capital Costs

$ (74,858)

$ (25,889)

$ (20,904)

$ (11,144)

$ (6,447)

$ (5,322)

$ (5,152)

Working Capital & Other

$ 10,329

$ 621

$ 6,460

$ 1,427

$ (7,388)

$ 1,309

$ 7,899

Net Cash Flow Before Tax

$ 186,882

$ 19,327

$ 15,870

$ 12,380

$ 55,491

$ 58,987

$ 24,828

 

Tax

$ (53,888)

$ (9,577)

$ (4,956)

$ (2,344)

$ (16,669)

$ (15,431)

$ (4,910)

Net Cash Flow After Tax

$ 132,994

$ 9,750

$ 10,914

$ 10,035

$ 38,822

$ 43,556

$ 19,917

 

 

After-Tax NPV 5%

$ 114,221

$ 9,750

$ 10,394

$ 9,102

$ 33,536

$ 35,834

$ 15,606

Table 19.2 Don David Gold Mine Life-of-Mine Cash Flow Forecast

19.2Taxes

In Mexico, value added (IVA) taxes are assessed on purchases of materials and services and sales of products. Likewise, businesses owe IVA taxes as the business sells a product and collects IVA taxes from its customers. Businesses are generally entitled to recover the taxes they have paid related to purchases of materials and services, either as a refund or credit to IVA tax payable.

Mining entities in Mexico are subject to two mining duties, in addition to the 30% Mexico corporate income tax: (i) a “special” mining duty of 7.5% of taxable income as defined under Mexican tax law (also referred to as “mining royalty tax”) on extraction activities performed by concession holders, and (ii) the “extraordinary” mining duty of 0.5% on gross revenue from the sale of gold, silver and platinum. The mining royalty tax is generally applicable to earnings before income tax, depreciation, depletion, amortization, and interest. In calculating the mining royalty tax, there are no deductions related to depreciable costs from operational fixed assets, but exploration and prospecting depreciable costs are deductible when incurred. Both duties are tax deductible for income tax purposes. As a result, our effective tax rate applicable to the Company’s Mexican operations is substantially higher than Mexico statutory rate.

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The Company periodically transfers funds from its Mexican wholly owned subsidiary to the U.S. in the form of dividends. Mexico requires a 10% withholding tax on dividends on all post-2013 earnings. According to the existing U.S. – Mexico tax treaty, the dividend withholding tax between these countries is limited to 5% if certain requirements are met. The Company determined that it had met such requirements and pays a 5% withholding tax on dividends distributed from Mexico.

20ADJACENT PROPERTIES

20.1GRC Properties

DDGM has consolidated ownership of the area consisting of the Don David Mine. Concessions totaling 55,119 hectares (551 km2) cover numerous old mine workings and exploration targets. This includes the 17 contiguous mining concessions surrounding the Aguila Project. These claims have been registered at the Dirección General de Minas under DDGM. According to the legal opinion by DDGM’s legal advisers, all of these mining concessions are current in legal standing.

Many old mine workings in Oaxaca have been in operation intermittently since the seventeenth century, when many of the Mexican mining districts were discovered, such as Zacatecas, Guanajuato, Fresnillo, San Martín, Taxco, Sombrerete, Tayoltita, etc. Silver and gold production from the Aguila project area is unknown.

Several historic mines, including: Rey, La Escondida, El Aguila, El Aire, Mirador, and other mines, are covered by mining concessions owned by DDGM.

20.2Third-Party Properties

No adjacent operating properties exist within the immediate area surrounding the Don David Mine.

21OTHER RELEVANT DATA AND INFORMATION

The Qualified Persons are not aware of any other relevant data or information that has not been included in this Technical Report.

22INTERPRETATION AND CONCLUSIONS

22.1Property Description, Location and Ownership

The Don David Gold Mine located in the southern state of Oaxaca in México is 100% owned by GRC. DDGM acquired its first mining concessions in 2003 and has continued to acquire additional land holdings totaling 55,119 hectares within 29 mining concessions. DDGM has all the corresponding Environmental Impact Studies and permits to continue operating in accordance with Mexican Laws and Regulations. The physiography, climate and topography of the region are well understood and are amenable to the exploration, mining and recovery operations presented in this document.

In the opinion of the QPs:

GRC was provided with legal opinion that supported that the mining concessions held by DDGM for the Don David Gold Mine are valid and that GRC has a legal right to mine the deposit
GRC was provided with legal opinion that supported that the surface rights held by DDGM are in good standing. The surface rights are sufficient in area for the mining operation infrastructure and tailings facilities
GRC was provided with legal opinion that outlined royalty’s payable for the concessions held by DDGM

The information discussed in this section supports the declaration of Mineral Resources. Mineral Reserves and the development of a mine plan with an accompanying financial analysis.

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In the opinion of the QP, the existing infrastructure, availability of staff, the existing power, water, and communications facilities, the methods whereby goods are transported to and from the mine site, and any planned modifications or supporting studies are well-established, or the requirements to establish such, are well understood by GRC and support the declaration of Mineral Resources and Mineral Reserves and the proposed mine plan. There are sufficient mineral tenure and surface rights held to support the LOM mining operations

22.2Geology and Mineralization

The Don David Gold Mine area is dominated by volcanic rocks, of presumed Miocene age, which overlay and intrude into basement rocks consisting of marine sediments. Gold and silver mineralization in this district is related to the volcanic domes and the volcanogenic system and is considered epithermal in character. The DDGM mineralization occurs as structurally-controlled epithermal deposits in veins and stockwork zones consisting of concentrations of sulfides containing gold, silver, lead, copper, and zinc, associated with gangue minerals such as quartz, calcite, and other minor elements. Primary sulfide mineralization consists of pyrite, galena, sphalerite, chalcopyrite associated with minor amounts of argentite and silver sulfosalts.

DDGM’s exploration efforts have been mainly focused on the Arista Project which contains the Manto, Arista and Switchback deposits, and includes the significant Arista, Baja and Soledad veins as well as multiple ancillary structures. The principal hosts of mineralization are the Arista and Switchback vein systems, which are known from drilling and underground workings in the Arista Underground mine. The Switchback deposit is located approximately 500 m northeast of the Arista deposit. Both vein systems are associated with andesitic host rocks, rhyolite dikes and structural contacts with the basement sedimentary rocks. The mineralization in these systems is intermediate sulfidation with precious and base metals at economic grades. Both vein systems trend northwesterly, although locally vein orientations can range from north-south to east-west.

A second zone of interest is the Alta Gracia property where low sulfidation epithermal, predominantly silver mineralized, veins are hosted in andesitic and rhyolitic rocks; this property has been investigated by drilling as well as surface and underground mapping of historic and recent workings. The Mirador and Independencia vein systems, which have been mined by DDGM, are two of a number of predominantly northeast trending vein systems on the property.

Other mineralized zones and properties have been investigated, including some preliminary drilling in areas such as Escondida, Chacal and Salina Blanca on the Arista Project, and the Margaritas and Rey properties. The Margaritas and Rey properties are considered to host low sulfidation epithermal veins with volcanic associations.

In the opinion of the QPs, knowledge of the Arista and Alta Gracia Deposits, the settings, lithologies, and structural and alteration controls on mineralization is sufficient to support Mineral Resource estimation.

22.3Exploration, Drilling and Sampling

DDGM began exploring the Manto Vein deposit in 2003. Two major deposits, the Arista and Switchback vein systems, have been defined and exploration has also identified satellite deposits which have been mined, such as the Manto Vein open pit and Alta Gracia deposits. Don David Mine continues to actively explore a 55 km trend, within which the Arista mine is located close to its southeastern limit, using techniques that include geophysics (airborne and ground), stream, soil and rock geochemistry, mapping, petrographic and fluid inclusion studies, and drilling. These activities have identified multiple exploration targets. Exploration has focused on the Arista and Alta Gracia zones due to proximity and ease of access to the DDGM processing facilities; however, other projects where more advanced exploration has been undertaken are the Margaritas and Rey properties, the latter close to the northwestern limits of the Don David Mine´s 55 km mineralized corridor.

DDGM continues the development of an aggressive exploration program that includes extensive surface and underground drilling, along with underground mine development, such as access ramps, drifts and crosscuts, into the Arista, Switchback and Alta Gracia vein systems. Total exploration drilling (core and RC) by DDGM through the end of December 2021 amounts to a total of 1,609 drill holes totaling 425,186 meters.

All assaying of exploration samples has been performed by the ALS (ALS Global) group since 2006 at their Vancouver laboratory, with sample preparation performed in the ALS Mexico Guadalajara facility; the ALS laboratories and samples preparation facilities are ISO/IEC 17025:2017 certified. All assay batches are subject to strict QAQC protocols using certified reference materials (standards and blanks), and field and pulp duplicates. Production channel and drill samples are analyzed at the mine site laboratory. Selected production samples are submitted to ALS Global for check assaying. Bulk density measurements are performed on site at the mine site laboratory.

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22.3.1. 2021 District Exploration Expenditure

An exploration budget for 2021 was allocated by DDGM to continue drilling and investigating targets within the DDGM properties where the potential for high grade precious metals concentrations have been identified. Table 22.1 shows a summary of actual expenditures for surface and underground exploration at the Project during 2021. This includes underground mine development allocated to exploration. The program was managed by DDGM’s exploration and mining geology staff with support as needed from DDGM operations.

The 2021 district exploration work program included 142 total drill holes with 9,929 meters of surface diamond drilling requiring an expenditure of US$3.43 million and 25,104 meters of underground diamond drilling with expenditures totaling US$3.44 million. Exploration mine development in 2021 totaled 751 meters at a total cost of US$1.87 million.

Table 22.1 Summary of Exploration Expenditure 2021

DESCRIPTION

US $

Surface Exploration

Total Surface Exploration, Admin & Other

$ 1,823,074

Total Surface Exploration Drilling

$ 1,358,546

Total Surface Infill Drilling

$ 251,580

Total Surface Exploration

$ 3,433,200

Surface Drill Meters

9,929

Surface Drill Cost / Meter

$ 162

Underground Exploration

Total Underground Expansion Drilling

$ 1,475,570

Total Underground Infill Drilling

$ 1,959,723

Total Underground Exploration

$ 3,435,293

Underground Drill Meters

25,104

Underground Drill Cost / Meter

$ 137

Underground Exploration Development

Total Expansion Underground Development

$ 1,461,782

Total Infill Underground Development

$ 403,813

Total Underground Development

$ 1,865,595

Underground Development Meters

751

Underground Development Cost / Meter

$ 2,484

Total Exploration Expenditure

$ 8,734,088

The 2021 exploration program covered testing of several readily accessible targets from the surface and underground. Diamond drilling at the Don David Gold Mine was conducted under two general modes of operation: one by the surface exploration staff (surface exploration, underground expansion drilling and geological and geochemical studies) and the other by the mine exploration staff (production and underground infill drilling). Production drilling was predominantly concerned with definition and extension of the known mineralized zones in order to guide development and mining. Infill drilling was undertaken to upgrade inferred Resources to Reserves and locally improve confidence for mine planning. Exploration drilling was conducted farther from the active mining area with the goal of expanding the resource limits. Drilling results from both diamond and production programs were used in the reserve estimates presented in this report. In addition, a condemnation drilling program was also undertaken on surface which confirmed the lack of economically minable mineralization below the Manto Vein.

Work on exploration prospects also included detailed mapping and geochemical sampling, to identify and better define drill targets. Work in 2021 focused on the Arista project area due to proximity to the Arista mine and the processing plant.

22.3.2. 2021 Arista Project Area Exploration

The exploration program at the Arista project during 2021 continued to focus on expanding known mineralization on the Arista, Switchback and the, newly defined, Three Sisters vein systems at the Arista underground mine. Exploration and development of these vein systems remain the highest exploration priority. Drilling also continued to explore for new zones of mineralization both proximal to the mine and away from mine workings within the Arista project.

Underground drilling during 2021 continued to explore extensions infill definition of veins currently in production in the Arista Mine, including the Soledad, Selene, Sagrario in the Switchback vein system as well as new veins, including Sandy, Sadie and Sasha veins in the Three Sisters vein system. Production drilling was undertaken in both the Switchback and Arista vein

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systems. Condemnation drilling was performed below the Manto Vein open pit, as the open pit is being developed to receive dry-stack tailings deposition. Surface geologic mapping and rock chip sampling also continued in the vicinity of the Arista Mine, the Manto Vein open pit, Cerro Pilon, Arroyo Chacal and other prospects of the Arista property.

22.3.3. 2021 Alta Gracia Property Area

Alta Gracia experienced small-scale artisanal mining in the past but with only limited historical exploration. Previous surface sampling and geologic mapping at Alta Gracia has identified several structural targets containing gold and silver mineralization, including three high-grade polymetallic veins that outcrop on the surface near some historic workings. To-date, 179 exploratory core holes for a total of 38,227 meters has been completed at Alta Gracia. Initial drill results were encouraging and warranted continued drilling to test other targets generated from surface sampling and the deeper zones of veins encountered to date. To date, over 49 veins have been identified and modelled at the Alta Gracia Project at or near its Mirador Mine.

The, limited, 2021 Alta Gracia exploration program consisted of surface geological mapping along with rock chip sampling in the historic mining areas at Alta Gracia, mainly on the Fundición prospect. Reevaluation of historic stream sediment geochemistry identified an additional target within the Alta Gracia project. The new information will be used to guide future surface exploration and drilling programs.

22.3.4. Exploration, Drilling and Sampling Conclusions

The QP has the following observations and conclusions regarding exploration conducted at the Property since 2003:

The mineralization style and setting of the Don David Gold Mine area is sufficiently well understood to support Mineral Resource and Mineral Reserve estimation
Exploration methods are consistent with industry practices and are adequate to support continuing exploration and Mineral Resource estimation
Exploration results support DDGM’s interpretation of the geological setting and mineralization
Continuing exploration may identify additional mineralization that could support Mineral Resource estimation.

The QP has the following observations and conclusions regarding drilling conducted at the Property up to 2021:

Data was collected using industry standard practices
Drill orientations are appropriate to the orientation of the mineralization for the bulk of the area where Mineral Resources have been estimated (see Section 7.5 and Section 10.9 for representative cross-sections showing geology and mineralization, respectively)
Core logging meets industry standards for exploration of epithermal-style deposits. Geotechnical logging is sufficient to support Mineral Resource estimation
Collar surveys have been performed using industry-standard instrumentation
Downhole surveys performed during the drill programs have been performed using industry-standard instrumentation
Drilling information is sufficient to support Mineral Reserve and Mineral Resource estimates

The QP considers that the drilling and chip channel sampling programs meet industry standards and have been reviewed and confirmed in sufficient detail to permit inclusion of the information in the DDGM database.

The processing team is currently determining what changes would be required to gain lab accreditation status for key analysis.

In the opinion of the QPs, the current QAQC protocols and reports meet industry-standard practice and provide the necessary control to identify potential analytical problems and allow for corrective follow-up and re-analysis when required.

22.4Data Verification

The DDGM staff follow a stringent set of procedures for data storage and validation, performing verification of data on an on-going basis. Preliminary validation of the database was performed by the DDGM database manager in September 2021. The on-site database has a series of automated import, export, and validation tools to minimize potential errors. Any inconsistencies were corrected during the validation process before being handed over for final review and validation. The QP visited the site

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in July 2021 to review data collection, storage and undertake validation. The data verification procedures involved the following:

Inspection of selected drill core to assess the nature of the mineralization and to confirm geological descriptions
Inspection of geology and mineralization in underground workings of the Arista, Switchback and Mirador veins
Verification that collar coordinates coincide with underground workings or the topographic surface
Verification that downhole survey bearing and inclination values display consistency
Evaluation of minimum and maximum grade values
Investigation of minimum and maximum sample lengths
Randomly selecting assay data from the databases and comparing the stored grades to the original assay certificates
Assessing for inconsistences in spelling or coding (typographic and case sensitivity errors)
Ensuring full data entry and that a specific data type (collar, survey, lithology, and assay) is not missing
Assessing for sample gaps or overlaps

Investigations of all aspects of current and historical data quality indicate that the quality of the information is suitable for Mineral Resource and Mineral Reserve estimation.

22.5Mineral Processing and Metallurgical Testing

Metallurgical testing performed by ALS in 2014, 2018, and more recently in 2020 supports the Don David Gold Mine processing methodology. As exploration continues additional metallurgical testing will be required if the constituents of the ore should change.

Deleterious elements in the concentrate products are predominantly non-liberated sulphide and non-sulphide gangue, with the exception of Antimony and Arsenic within the Copper concentrate and Quartz in the lead concentrate.

Metallurgical recoveries at the DDGM Processing Facility for ore produced from the Arista mine averaged 76% for gold, 92% for silver, 80% for copper, 79% for lead, and 80% for zinc.

The Don David Gold Mine processing facility has sufficient body of metallurgical information comprising of historic testing supported by the studies completed by ALS. The metallurgical samples tested and the ore that is presently treated in the plant is representative of the material included in the LOM plan with respect to grade and metallurgical response.

The team continues to seek process improvements to increase concentrate grade, improve recovery, and reduce cost. The following suggestions are recommended as short and long term process improvements and are also supported by ALS report KM652 dated August 2020.

It is understood that Cu, Pb, and Zn flotation processes as well as overall Au recovery from tailings would benefit from an overall finer grind. Also, the processing team is currently completing two projects to recovery Au from tailings and Zn concentrates through re-grinding and retreatment. A cost benefit analysis will therefore be conducted to determine if regrinding prior to flotation is overall more advantageous due to the potential improvements in floatation which would positively influence the current impact of the deleterious elements.

22.6Mineral Resources

The modeling and estimation of Mineral Resources presented herein is based on technical data and information available as of December 31, 2021. DDGM models and estimates Mineral Resources from available technical information prior to the generation of Mineral Reserves.

A Mineral Resource is a concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust (a deposit) in such form, grade or quality, and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics, and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological

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confidence, into Inferred, Indicated and Measured categories. Portions of a deposit that do not have reasonable prospects for eventual economic extraction must not be included in a Mineral Resource.

Three-dimensional models were constructed by DDGM staff as triangulated irregular network wireframes defining the extent of underground workings and mineralized structures and incorporates all significant vein systems identified to date. A total of 42 individual wireframes were reported for the Arista system, 26 for the Switchback system, 14 for the Alta Gracia system and one for the Tapada vein on the Margaritas property. Measured, Indicated and Inferred mineral resources exclusive of Mineral Reserves reported for the Don David Gold Mine as of December 31, 2021 are summarized in Table 1.3.

The QP considers that the drill hole database supplied is suitable for Mineral Resource estimation, and that the drilling program results meet industry standards for drilling and QAQC measures. Drilling results have been reviewed and confirmed in sufficient detail to permit the generation of Measured and Indicated mineral resource estimates. The quality assurance/quality control (QA/QC) program as designed and implemented by DDGM is adequate, with no significant bias, to support the resource database. The geological models are reasonably constructed using available geological information and are appropriate for Mineral Resource estimation. The assumptions, parameters, and methodology used for the Mineral Resource estimate are appropriate for the style of mineralization and proposed mining methods.

22.7Mineral Reserves

The Arista and Mirador Underground Mine Mineral Reserve estimates follow standard industry practices, considering only Measured and Indicated Mineral Resources as only these categories have sufficient geological confidence to be considered Mineral Reserves. Subject to the application of modifying factors, Measured Resources may become Proven Reserves and Indicated Resources may become Probable Reserves. Mineral Reserves are reconciled quarterly against production to validate dilution and recovery factors. The reserve estimate, as summarized in Table 1.4, is based on technical data and information available as of December 31, 2021.

Mineral Reserve blocks that meet dilution and cutoff grade requirements, and that are deemed feasible and economic for extraction in a life-of-reserve mine plan, are classified as Proven and Probable, respectively, after further adjustment of tonnage for expected mining recovery. Mining dilution is applied to in situ tonnes depending on the mining method employed.

DDGM uses a breakeven NSR cutoff grade, which considers actual metal prices, total mining, milling and general administration, smelting/refining costs and plant recoveries for Proven and Probable Reserve estimations. The cutoff grade calculation does not include either exploration or capital costs and the average operating costs used for reserve calculations are net of base metal credits and royalty payments. Plant recoveries used are the average of actual recoveries reported by the plant during the twelve months of 2021.

The 2021 breakeven cutoff grade for the Arista underground mine is based on a US$88/t NSR using gold, silver, copper, lead and zinc metal prices to calculate the NSR value. No appreciable amounts of base metals are present in the veins identified to-date at the Alta Gracia property. Therefore, a breakeven cutoff grade using gold and silver only was used for this property. The breakeven cutoff grade used for the Alta Gracia Project, including the Mirador Underground Mine, for Proven and Probable mineral reserves was 2.36 g/t AuEq using gold and silver only to calculate AuEq.

In the opinion of the QP responsible for this Section of this Technical Report, Mineral Reserves are reported appropriately with the application of reasonable mining recovery and dilution factors based on operational observations and a transparent breakeven cut-off grade based on actual mining, processing and smelting costs; actual metallurgical recoveries achieved in the plant; and reasonable metal prices.

The QP responsible for the Mineral Reserves section of this Technical Report is of the opinion that the Proven and Probable Mineral Reserve estimate has been undertaken with reasonable care and has been classified using the SEC S-K 1300 Definition Standards. Furthermore, it is their opinion that Mineral Reserves are unlikely to be materially affected by mining, metallurgical, infrastructure, permitting or other factors, as these have all been well established over the past ten years of mining.

22.8Mining Methods

DDGM commenced mining and milling operations at the Aguila Project on July 1, 2010. Mineral production during 2010 consisted of processing Mineral Resources from the open pit mine, located approximately 0.5 km from the plant. DDGM developed and mined the shallow-dipping accessible portion of the Manto Vein by open pit methods.

During 2010, DDGM began developing an underground mine to access two veins called the Arista and Baja veins, part of the “Arista vein system”. The underground mine is approximately three km from the plant. In March 2011, DDGM began

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transitioning from processing the open pit to the underground mineralization. Conventional drill and blast methods are currently used to extract the Proven and Probable reserves from the Arista underground mine. There are two main mining methods used in the Arista underground mine: 1) overhand mechanized cut and fill (CAF) and 2) long-hole open stopping (LHOS) with delayed fill.

Production from the Don David Gold Mine has proven that the project has the grade and continuity required to justify continued development and mining. The known veins and other targets on the Don David Gold Mine are underexplored by drilling. If DDGM maintains its exploration programs, estimation of additional Mineral Resources, or upgrade in Mineral Resources confidence categories, there is good potential for Mineral Reserves to maintain or grow.

This Report concludes that:

The mining methods being used are appropriate for the deposit being mined. The underground mine design, stockpiles, tailings facilities, and equipment fleet selection are appropriate for the operation. The mine plan is based on historical mining and planning methods practiced at the operation for the previous years, and presents low risk. The mine plan is appropriately developed to maximize mining efficiencies, based on the current knowledge of geotechnical, hydrological, mining and processing information on the project.
The mine plan is based on historical mining and planning methods practiced at the operation for the previous years, and presents low risk
Inferred Mineral Resources are not included in the mine plan, and were set to waste
The mobile equipment fleet presented is based on the actual present-day mining operations, which is known to achieve the production targets set out in the LOM
All mine infrastructure and supporting facilities meet the needs of the current mine plan and production rate Production from the Don David Gold Mine has proven that the project has the grade and continuity required to justify continued development and mining. The known veins and other targets on the Don David Gold Mine are underexplored by drilling. If DDGM maintains its exploration programs, excellent potential exists for reserves to maintain or grow.

As part of day-to-day operations, Gold Resource Corp. will continue to undertake reviews of the mine plan and considerations of alternatives to and variations within the plan. Alternative Scenarios and reviews may be based on ongoing or future mining considerations, evaluation of different potential input factors and assumptions, and corporate directives.

22.9Recovery Methods

During 2009 and 2010, DDGM constructed a processing plant and infrastructure at the Arista Project. The processing plant has a differential flotation section capable of processing polymetallic ores and producing up to three separate concentrate products for sale, and an agitated leach circuit capable of producing gold and silver doré for sale. The DDGM mill’s flotation circuit and agitated leach processing capacity is a nominal 2,000 tpd tpd.

Process requirements are considered to be well understood, and consistent based on the actual observed conditions in the DDGM processing facilities. There is no indication that the characteristics of the material planned for mining will change and therefore the recovery assumptions applied for future mining are considered as reasonable for the LOM.

The QP responsible for this section of this Technical Report considers process requirements to be well understood, and consistent based on the actual observed conditions in the processing facilities. There is no indication that the characteristics of the material being mined will change and therefore the recovery assumptions applied for future mining are considered reasonable for the LOM. The plant is of a conventional design and uses conventional consumables.

22.10Project Infrastructure

All material mine and process infrastructure and supporting facilities are included in the present general layout to ensure that they meet the needs of the mine plan and production rate and notes that:

The Don David Gold Mine is located 114 km, or two hours by road from the city of Oaxaca, the main service center for the operation, with good year-round access.

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A flotation tailings impoundment was constructed in a valley just below the process plant site. The impoundment is double lined with the first liner made of a clay and synthetic material that acts as a leak prevention system with the effective absorption equal to ~ 3 meters of clay. The second liner is made of 1.5 mm Linear Low-Density Polyethylene (LLDPE), which was a permitting requirement. The method of subsequent embankment construction to obtain full capacity was down-stream.
Construction of a filtration plant and dry stack facility commenced in September of 2020 with target completion date for Q1 2022. The filtration plant and existing paste plant (commissioned in October of 2019) will handle 100% of future tailings production.
Up until 2018, power was mainly provided by diesel generators at the site. In 2019, DDGM successfully connected a power line to its Aguila project from the Mexican Federal Electricity Commission’s (Comisión Federal de Electricidad or CFE) power grid. Prior to this connection, the Aguila project operated 100% from electricity generated from more expensive and higher emission diesel fuel. In 2021 there was an increase in power consumption due to ventilation and dewatering pumps requiring the installation of capacitors that improved and stabilized the power supply. In 2021, DDGM also initiated conversations with CFE for the expansion of the load delivered to further stabilizing the energy supply
Water requirements to process ore is being primarily sourced from water pumped to the surface from the underground dewatering system. Water in the tailings facility is recycled to the Aguila processing plant and the excess water pumped from the underground workings is discharged at the surface into decantation ponds. DDGM has the necessary permits to discharge underground mine water at the surface. Water sampling from rivers and creeks is conducted regularly and sent for analysis to an external laboratory.
All process buildings and offices for operating the mine have been constructed. Camp facilities are located in the town of San Jose de Gracia.

Infrastructure required to support the LOM plan is in place and is operational. The first dry stack facility is under construction and should be completed in Q1 of 2022 providing sufficient space for LOM requirements.

22.11Market Studies and Contracts

Since the operation commenced commercial production in July 2010, a corporate decision was made to sell the concentrate on the open market. All commercial terms entered between the buyer and DDGM are regarded as confidential but are considered to be within standard industry norms.

The information provided by GRC on marketing, contracts, metal price projections and exchange rate forecasts and notes that the information provided support the assumptions used in this Report and are consistent with the source documents, and that the information is consistent with what is publicly available within industry norms.

The QPs have reviewed the information provided by GRC on marketing, contracts and concentrate sales. The QPs note that the information provided is consistent with the source documents used, and that the information is consistent with what is publicly available on industry norms. The information can be used in mine planning and financial analyses for the Don David Gold Mine in the context of this Technical Report.

Metal price assumptions used in the Report are based on a five-year street consensus average price for gold, silver, copper, lead and zinc. The actual metal prices can change, either positively or negatively from the assumed prices. If the assumed metal prices are not realized, this could have a negative impact on the operation’s financial outcome. At the same time, higher than predicted metal prices could have a positive impact.

22.12Environmental Studies, Permitting, Social and Community Impact

In connection with mining, milling and exploration activities, DDGM is subject to all Mexican federal, state and local laws and regulations governing the protection of the environment, including laws and regulations relating to protection of air and water quality, hazardous waste management and mine reclamation as well as the protection of endangered or threatened species. Potential areas of environmental consideration for mining companies, including DDGM, include but are not limited to, acid rock drainage, cyanide containment and handling, contamination of water courses, dust and noise.

All mining and environmental activities in México are regulated by the Dirección General de Minas (DGM) and by the Secretaría de Medio Ambiente y Recursos Naturales (SEMARNAT) from México City, under the corresponding laws and

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regulations. Mining operations in México operate under a unique environmental license (Licencia Ambiental Unica). This environmental license is issued after approval of the Evaluación del Impacto Ambiental (EIA). As well, special permits are issued for certain new developments such as expansions, tailings dams, etc. DDGM is also required to obtain various permits for surface and underground water use and discharge of waste-water discharge. The permissions are granted by the Comisión Nacional del Agua (CONAGUA), the administrative, technical advisory commission of SEMARNAT. CONAGUA administers national waters, manages and controls the country's hydrological system, and promotes social development.

DDGM is required to prepare a mine closure plan for the possible future abandonment of the Aguila and Alta Gracia Projects. A Mine Closure Plan and Reclamation Budgets have been prepared by SRK. The closure cost estimate includes funds for covering the tailings ponds, waste rock stockpiles, and for securing, and cleaning up the other surface and underground mine facilities. The total estimated closure and reclamation cost for the Aguila Project is estimated to be 58.71 million Mexican Pesos (MXP), which is equal to about US$2.95 million at an exchange rate of 20.0 pesos to 1 US dollar, the exchange rate at the time SRK prepared their report in January 2021. The total estimated closure and reclamation cost for the Alta Gracia Project is estimated to be 11.29 million Mexican Pesos (MXP), which is equal to about US$564,548.

It is the opinion of the QP that the appropriate environmental, social and community impact studies have been conducted to date. DDGM has maintained all necessary environmental permits that are prerequisites for construction of Project infrastructure and the maintenance of mining activities. The QP was provided and relayed on legal opinion that supported the mining concessions, surface rights and concessions royalties held by DDGM.

22.13Capital and Operating Costs

The capital and operating costs in this report have been adequately accounted for using the following assumption:

All capital and operating costs have been updated to full-year 2021 US dollars.
A contingency of 10% was applied to both capital and operating costs.
Total Don David Gold Mine LOM capital expenditures are estimated to be US$75 million.
Mine closure costs have been included per the SRK Report issued in December 2021.
The operating costs have a fixed and variable component and are estimated at $88/t, before contingency.

22.14Economic Analysis

The economic analysis is supportive of current Mineral Resources and Mineral Reserves to feasibility level accuracy. The following assumptions were made to support the economic analysis:

All capital and operating costs have been updated to full-year 2021 US dollars.
Using the assumptions set out in this report, including the metal prices consensus, the after-tax net present value at a discount rate of 5% is $114 million including a 10% contingency. The cumulative undiscounted after-tax cash flow value is $133 million.
Sensitivity Analysis has been performed on gold, silver, copper, lead and zinc prices, operating costs and capital costs to determine the most sensitive variations. Gold and zinc price and less sensitive and to a lesser degree operating costs.

22.15Risks and Opportunities

This Report represents the most accurate interpretation of the Mineral Reserve and Mineral Resource available as of the effective date of this report. The conversion of Mineral Resources to Mineral Reserves was undertaken using industry-recognized methods, and estimated operational costs, capital costs, and plant performance data. This Report has been prepared with the latest information regarding environmental and closure cost requirements.

The Switchback system remains open up- and down-dip and along strike; additional drilling has the potential to add Mineral Resources and Reserves. Drilling has identified the potential for previously unknown mineralization to be added to Mineral Resources and Reserves. These can be expanded by additional exploration drilling.

Improvements in mining efficiency can be obtained by increased infill drilling and improved geotechnical assessment of ground conditions.

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The narrow nature of many of the remaining veins are more variable in their mineralization resulting in increased possibility of more erratic mineralization. In places drilling or sampling support may not be appropriate for Resource categorization which was designed for wider more robust veins.

Reconciliation studies up to December 31, 2021 have not been detailed in nature resulting in lack of reconciliation of the Mineral Resource and Mineral Reserve estimates on a mining unit scale. While models appear to have been reliable on a global scale to date, improved analysis is currently being undertaken and may identify issues which will need to be addressed. Ground stability issues can affect the production of Mineral Reserves. Delays to the dry-stack tailings filtration plant may affect the ability to adequately store tailings in the short term.

The project implemented new criteria and methodologies with the adoption of S-K 1300 and NI 43-101 standards for the December 31, 2021 Technical Report. The new methodology focused on geological interpretations, improved grade estimation, better variable anisotropy, inclusion of channel sampling and improved ore control models. This approach creates greater confidence in the reliability of the Mineral Resources and Mineral Reserves.

The project will be adopting new methodologies and systems to improve recoveries and efficiencies. This includes but is not limited to the Gold Recovery project and the continued roll out of a Management Operating System (“MOS”) to improve communication and strategy execution.

23.RECOMMENDATIONS

The information set forth in this Report continues to demonstrate that the Don David Gold Mine is a technically and economically viable operation.

Recommendations for the next phase of work have been broken into those related to ongoing exploration activities and those related to additional technical studies focused on operational improvements. Recommended work programs are independent of each other and can be conducted concurrently unless otherwise stated.

23.1.Mineral Processing

Continue utilizing the newly implemented MOS to expand understanding, improve recoveries, and reduce cost. Suggest conducting a cost benefit analysis to compare the cost to reduce the overall liberation size versus the projected revenue increases in Au, Ag, Cu, Pb, amd Zn recoveries.

23.2.Recovery Methods

Several business improvement initiatives were successfully completed in 2021 to improve recoveries, therefore the team should continue to employ continuous improvement methodologies to further improve recoveries. The team may consider a Design of Experiment (DoE) approach to further expand understanding of the relationship between reagents, operating parameters, head grade, and recovery. There may also be an opportunity to further increase revenue by recovering Au from Cu concentrate

23.3.Mining Methods

Review of geotechnical standard procedures and geotechnical reports that will facilitate the creation of a geotechnical model that takes all the input parameters and historical information in order to have better control on the ground support requirements and reconciliation. Implementation of best practices in mine planning with the implementation of Deswik software.

23.4.Exploration

Exploration in 2021 followed-up on prospective targets that were generated from previous exploration programs while generating additional targets. Field mapping, geochemical sampling and geophysical surveys have all been successful in identifying anomalous areas that appear worthy of further work including drilling. Exploration recommendations for 2022 will continue on from these activities

23.4.1. Recommended and Proposed District Exploration 2022

DDGM’s 2021 exploration program was successful in identifying zones of interest for follow-up activity and identifying additional Reserves. An increased district exploration budget was requested for 2022, with additional Reserve infill drilling and Resource expansion drilling planned. A budget of US$12,995,300 has been proposed which will focus primarily deposit expansion and Reserve definition on the Arista mine’s Arista and Switchback and Three Sisters vein systems. The primary

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long-term goal of this program is to expand known mineralization and discover new areas. Included within this budget are the underground mine developments required to access drill zones.

The proposed exploration program shall focus on exploring the highest priority areas, in order to prepare them for an updated Mineral Resource and Reserve report at year-end 2022. Don David Gold Mine exploration budgetary priority targets for 2022 are listed in Table 23.1.

Exploration expenditures may vary from those listed below depending on factors including, but not limited to, metal prices, expenditures and available cash flows.

Table 23.1 Don David Mine Exploration Budget Priority Targets – 2022

DESCRIPTION

US $

Surface Exploration

Total - Surface El Aguila

$1,985,635

Total - Surface El Rey

$44,400

Total - Surface Alta Gracia

$27,080

Total - Surface Margaritas

$7,320

Total - Prospects

$33,900

Total – Margaritas - Los Trenes

$36,840

Total – Surface Capital Projects

$101,500

Summary - Surface Exploration

$2,236,675

Underground Exploration

Total - Underground Arista

$448,300

Total - Underground Switchback

$2,746,215

Total - Zona NE

$157,100

Total – Underground Infill

$2,952,060

Summary - Underground Exploration

$6,303,675

Underground Meter

39,335

Underground Cost per Meter US

$ 160

Exploration Mine Development

Total Underground NE

$2,570,380

Total Underground SE

$1,530,960

Total Underground Infill

$357,610

Summary Exploration Mine Development

$4,458,950

Total Exploration & Development Cost

$12,995,300

23.4.2. Surface Exploration Program 2022

The 2022 surface exploration program mainly will focus on target identification with a 20,000-hectare ASTER study of the Arista and Margaritas project areas. In addition, we will complete the systematic spectral data (SWIR-NIR) begun in 2020 to complement ASTER study and drill interpretations. Field work will continue on new targets identified in 2020 to 2021 and follow-up on existing areas of interest. The budget also includes administration, mainly exploration staff salaries, and concession holding costs. The total surface exploration budget for 2022 is $2,236,675.

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23.4.3. Underground Exploration Program 2022

The main objective of the Arista underground mine exploration program is to increase reserves on known veins and discover new vein structures. A total of 18,995 meters of expansion drilling in 39 holes and 20,380 meters of infill drilling in 153 holes is planned for 2022 with a budget of US$6,303,675 (Table 23.1). The drilling program will be conducted from existing underground workings in the Arista mine and from new drilling stations to be constructed for drilling the Northwest (NW) and Southeast zone targets of the Switchback vein system; new stations for the Switchback NW will also be used to target the Three Sisters vein system.

23.4.4. Underground Exploration Mine Development Program 2022

To complement underground exploration drilling, 2022 exploration expenditures shall include underground exploration mine development to provide access to, and platforms for underground exploration drilling. A total of 1,585 meters of exploration mine development is programmed for 2021 with a budget of US$4,458,950 (Table 23.1). The new drill stations will be constructed for drilling of targets in the Southeast and Northeast zones of the Switchback vein system, with the latter also being used for Three Sisters vein system exploration. In addition, access for and construction of drill stations for the infill program are included in the budget.

23.4.5. Additional Recommendations for 2022

The ability of the models to accurately reflect mineralization requires additional evaluation based on more detailed reconciliation studies in conjunction with the mining operations, this may also impact on Resource classification; it is recommended that detailed reconciliation studies be undertaken.

Continued infill drilling is recommended to be undertaken to better define continuity and widths of mineralization for mine planning, estimation and inclusion in Mineral Reserves. Expansion drilling should continue to define additional Mineral Resources which may subsequently, with additional drilling, be converted into Mineral Reserves.

Geological modeling of non-mineralized features, such as structural blocks and alteration parameters, of the Arista, Switchback and Alta Gracia deposits should be undertaken to assist target identification of additional mineralized structures, such as the recently discovered Three Sisters system.

The density database of the deposit should continue to be expanded to support information provided. The laboratory should acquire and use a balance suitable for hook-under-balance gravimetric buoyancy bulk density measurement to reduce uncertainty in the measurements obtained.

For in-house sampling the in-house laboratory should begin a process of ISO accreditation to ensure improved confidence in the results returned from its analyses.

23.5.Mine Closure Plan

Revision of the conceptual closure plan for the Phase 1 and 2 tailings dam already offline, the Phase 3 tailings dam that will conclude its operation cycle in 2022, and the Alta Gracia Waste Rock Dump (WRD) currently out of operation. This effort should include re-calculation of the closure costs estimate including earthwork, borrow material requirements, and other closure related design elements.

23.6 Risks and Opportunities

The project will be adopting new methodologies and systems to improve recoveries and efficiencies. This includes but is not limited to the Gold Recovery project and the continued roll out of a Management Operating System (MOS) to improve communication and strategy execution.

24REFERENCES

Brown, F. H. & Devlin, B. D., 2018. Report on Estimates of Reserves and Mineralized Material at the Oaxaca Mining Unit, Oaxaca, Mexico for Gold Resource Corporation; Internal company report, p. 264 pgs.

Brown, F. H., Garcia, J. R., and Devlin, B.D., 2021. Report on the Estimates of Mineral Resources and Mineral Reserves for the Don David Mine, Oaxaca, Mexico for Don David Gold Mexico, S.A. de C.V. (a wholly-owned subsidiary of Gold Resource Corp.), Internal Company report, p. 184 pgs.

Brown, F. H., Garcia, J. R., 2021. NI43-101 Technical Report - DDGM Resource and Reserve Update, p. 259 pgs.

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Brown, F. H., Garcia, J. R., Devlin, B. D., and Lester, J. L., 2019. Report on the estimate of mineral resources and mineral reserves for the Oaxaca Mining Unit, Oaxaca, Mexico for Don David Gold Mexico, S.A. de C.V. (a wholly-owned subsidiary of Gold Resource Corp.), Internal Company report, p. 247 pgs.

Brown, F. H., Garcia, J. R., Devlin, B. D., and Lester, J. L., 2020, Report on the estimate of mineral resources and mineral reserves for the Oaxaca Mining Unit, Oaxaca, Mexico for Don David Gold Mexico, S.A. de C.V. (a wholly-owned subsidiary of Gold Resource Corp.), Internal Company report, p. 201 pgs.

Cabrera-Roa, M. A., 2019, Caracterización Mineralógica e Inclusiones Fluidas del Proyecto El Águila, Distrito Tlacolula, Oaxaca; Tésis Que para optar por el grado de maestro en ciencia de la tierra (petrología y geoquímica), Universidad Autonomía de Mexico, p. 136 pgs.

Camprubí, A & Albinson, T, 2007, Epithermal Deposits in México – Update of current knowledge, and an empirical reclassification. In - Geology of México: Celebrating the Centenary of the Geological Society of Mexico, Eds. Alaniz-Álvarez, S.A., Nieto-Samaniego, A.F., Geological Society of America Special Paper 422, pp 377-415.

Corbett, G.J., 2008, Influence of magmatic arc geothermal systems on porphyry-epithermal Au-CuAg exploration models: Terry Leach Symposium, Australian Institute of Geoscientists, Bulletin 48, p. 25-43.

Couture, J-F. 2012 Site Visit Report-Memo La Arista Mine, Oaxaca, Mexico June 2012; SRK Consulting (Canada Inc.), Project/Report 3CA031.000; 7pg.

Devlin, B. D., 2015, Report on Estimates of Reserves and Measured and Indicated Mineralized Material at the El Aguila Project, Oaxaca, Mexico for Gold Resource Corporation; Internal company report, p. 215 pgs

Devlin, B. D., 2016, Report on Estimates of Reserves and Mineralized Material at the Aguila Project, Oaxaca, Mexico for Gold Resource Corporation; Internal company report, p. 215 pgs

Devlin, B. D., 2017, Report on Estimates of Reserves and Mineralized Material at the Oaxaca Mining Unit, Oaxaca, Mexico for Gold Resource Corporation; Internal company report, p. 249 pgs

Devlin, B. D. & Alvarado-Chaparro, I., 2013, Report on the Reserve Estimate for the La Arista underground mine at the El Aguila Project, Oaxaca, Mexico for Gold Resource Corporation; Internal company report, p. 181 pgs

Devlin, B. D. & Alvarado-Chaparro, I., 2014, Report on the Reserve Estimate for the La Arista underground mine at the El Aguila Project, Oaxaca, Mexico for Gold Resource Corporation; Internal company report, p. 194 pgs

Ellis R. B., 2013, Interpretation of Aeromagnetic and Radiometric Survey for the La Arista Project for Don David Gold Mexico S.A. de C.V. Oaxaca State, Mexico, 20 pp

Ferrusquía-Villafranca, I. and McDowell, F.W., 1991, The Cenozoic sequence of selected areas in southeastern Mexico; its bearing in understanding regional basin development there. In: Convención Sobre la Evolución Geológica de México y Primer Congreso Mexicano de Mineralogía, Pachuca, Hgo., México. Memoria, pp. 45-50.

Hansley, P. 2008 Petrography of Volcanic, Skarn, and Clastic Breccia Samples, Oaxaca, Mexico; Petrographic Consultants International, Inc. (Colorado, USA), 27 pgs.

Hansley, P. 2012 Petrography of Sulfides and Precious Metals, Quartz-Sulfide Veins, La Fortuna Mine [El Aguila Project], Oaxaca, Mexico; Feb 18, 2012; Petrographic Consultants International, Inc. (Colorado, USA), 72pg.

Hansley, P. 2014 Petrography of 30 Samples for Gold Resource Corporation, December 10, 2014, Petrographic Consultants International, Inc. (Colorado, USA), 61 pgs.

Hedenquist, J. W., 2008, Observations on epithermal mineralization at El Aguila and La Arista-El Aire, Oaxaca, Mexico, Report for: Gold Resource Corporation, Hedenquist Consulting, Inc., 26 pgs.

Hedenquist, J. W., 2010, Comments on the epithermal systems in the El Aguila district, Oaxaca, Mexico, Report for: Gold Resource Corporation, Hedenquist Consulting, Inc., 23 pgs.

Hohbach, P. 2018 Brief Report on October 2018 UG Mapping & Structural Geology at the Arista Mine, 30 pgs

Jaacks J. A., 2007 Evaluation of the 2006 stream sediment program at the El Aguila Property, Oaxaca, Mexico; Geochemical Applications International Inc. (Colorado, USA), 25 pp

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Jones, D. M., 2008, Geologic review and investigative mapping at the El Aguila-La Arista project, Oaxaca, Mexico, 18 pgs.

Jones, D. M., 2013, May 2013 site visit to the El Aguila Project, Oaxaca, Mexico, Internal company memorandum, 11 pgs.

Kramer, J.B. and Couture, J-F. 2013 Structural Geology Review El Aguila Project, Oaxaca, Mexico; SRK Consulting (Canada Inc.) Project 3UD012_002; 46 pgs.

Lester, J., 2020, Distribution and Controls for Ag-Au Mineralization Andesite Hill-Salina Blanca-Rio Grande Area, Oaxaca Mining Unit, DDGM, Internal company report, p. 48 pgs

Lipman, P. 2011 Observations on Regional Volcanic Framework of the El Aguila –La Arista Mine Area, Oaxaca Volcanic Field, Mexico; GEOHAZ Consulting (Colorado and California, USA); 32 pgs.

Lopez L, Noble AC and Jaacks JA, 2012, NI-43-101 Technical Report for Mineral Resources for the El Aguila Project, Oaxaca State, Mexico; Report # DE-00186, Pincock, Allen and Holt, (Colorado, USA); 150 pp

Meinart, L. D., 2010, Observations on Skarn Potential of the Aguila-Arista district, Oaxaca, Mexico, Compiled for: Dave Reid, Gold Resource Corporation, 13 pgs.

Mendieta G., Talonia U. and Castellanos V., 2016. Informe de la Medicion de Esfuerzos In situ en la Mina Don David Gold, Estado de Oaxaca, Comision Federal de Electricidad (CFE), 23 pgs.

Morán-Zenteno, D. J., Tolson, G., Martínez-Serrano, R. G., Martiny, B., Schaaf, P., Silva-Romo, G., Macías-Romo, C., Alba-Aldave, L., Hernández-Bernal, M. S., Solís-Pichardo, G. N., 1999, Tertiary arcmagmatism of the Sierra Madre del Sur, Mexico, and its transition to the volcanic activity of the Trans-Mexican Volcanic Belt: Journal of South American Earth Sciences, 12, pp 513 – 535.

Miskelly, N., 2003 Progress on International Standards for Reporting of Mineral Resources and Reserves by Norman Miskelly, Chairman, Combined Reserves International Reporting Standards Committee (CRIRSCO) dated September 20, 2003; 22 pgs.

Murillo, G. and Torres R., 1987 Mapa Petrogenetico y Radiometrico de la República Mexicana. Instituto Mexicano del Petroleo (IMP); Projecto C-120g.

Perez, A., 2021, Findings of Closure Plan Review and FY 2021 Cost Estimate for Asset Retirement Obligation, El Aguila and Alta Gracia Properties, Oaxaca, Mexico, internal report by SRK Consulting, Project #369200.070 (Colorado, USA); 11 pgs.

Perez, A. And Cope L., 2015 Hydrogeological Study, Arista Mine, Dewatering Phase I, Don David Gold, Oaxaca, Mexico; SRK Consulting Mexico; 152 pgs.

Reynolds, J. T., 2011, Memorandum, Survey of Fluid Inclusions Petrography from La Fortuna. Prepared for Mr. David Reid, Gold Resource, December 27.

Ross-Brown, D. and Levy, M. 2012 Preliminary Geotechnical Assessment for Underground Mine Design of the Arista Deposit [Memo], Project# 373200.010, SRK Consulting, Colorado USA; 16 pgs.

Rossi, M. E. and Deutsch, C. V. 2014, Mineral Resource Estimation, Springer, Berlin Heidelberg, Germany; 332 pgs.

Sánchez Rojas, L. E., Aranda Osorio, J. N., Zárate López, J. and Castro Rodríguez, M. G., 2000, [Geologic Map] Carta Geológico-Minera ZAACHILA E14-12, Oaxaca; Scale 1:250,000, Servicio Geologico Mexicano (SGM).

Van Diest, Jess, 2020 Technical Memorandum – Ventilation review DDGM Site Visit; SRK Consulting (USA) Report # 373200.060); 9 pgs.

Villarroel, R. and Bascur, R, 2017, Switchback Mining Study, Project # P-IDR-356-317-17-02-00, INGEROC SPA, 65 pgs.

Villarroel, R. and Merino, P, 2021, Auditoria geomecanica operaciones Don David Gold, Oaxaca, Mexico, Project # P-IDR-563-317-21-0, INGEROC SPA, 33 pgs.

Vos, I., Kramer, J. B., and Couture, J-F., 2012 Structural Geology Review of the La Arista Deposit, Oaxaca, Mexico; SRK Consulting (Canada Inc.) Report # 3UD012.001; 38 pgs.

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25RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT

The QPs have relied on input from GRC and qualified independent consulting companies in preparing this report. The QPs’ responsibility was to ensure that this SEC S-K 1300 Technical Report met the required guidelines and standards considering that certain information reviewed in connection with the preparation hereof was contributed by certain external consultants for GRC. Table 15.1 provides a detailed list of information provided by the registrant for matters discussed in this report.

The information, conclusions, opinions and estimates contained herein are also based on data, reports, and other information supplied by GRC and other third-party sources, including those referenced in Section 24 “References”.

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Table 25.1 Information Provided by Registrant

Category

TRS Section

Reliance

Legal Matters

Section 3 and Section 17

Information and Documentation regarding mineral titles, Surface, land agreements, current permit status, royalties and other agreements provided by Gold Resource Corp

General Information

Section 4 and Section 5

Physical and historical information was provided by Gold Resource Corp., primarily previous technical reports.

Technical Information

Section 17.4

“Findings of Closure Plan Review and FY2021 Cost Estimate for Asset Retirement Obligation, El Aguila and Altagracia Properties” Authored by SRK Consultants and provided by Gold Resource Corp.

Technical Information

Section 18 and 19

Economic analysis and Cost estimates assumptions are provided by Gold Resource Corp.

Technical Information

Section 13.2

“Auditoria Geomecanica Operaciones DDGM” Authored by INGEROC SPA and provided by Gold Resource Corp.

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26DATE AND SIGNATURE PAGE

This report titled “S-K 1300 Technical Report Summary on the Don David Gold Mine Project, Oaxaca, Mexico” is current as of December 31, 2021. It was prepared and signed by the below QP’s for their respective sections of the responsibility for the report.

Date: March 10, 2022

 /s/ Kimberly C. Perry

 /s/ Rodrigo Simidu

Rodrigo Simidu, P. Eng. (GRC employee)

Sections:

1, 2, 3, 4, 5, 12, 13, 15, 16, 17, 18,19, 20, 21, 22, 23, 24, 25

Date: March 10, 2022

 /s/ Marcello Zangrandi

Marcello Zangrandi, B. Geo (AMBA Employee)

Sections:

1, 6, 7, 8, 9, 11, 21, 21, 22, 23, 24, 25

Date: March 10, 2022

 /s/ Daniel J. Lachapelle

Daniel J. Lachapelle, B.Eng, P.Eng. (Independent)

Sections:

1, 10, 14, 21, 22, 23, 24, 25

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