AMENDED AND RESTATED
NET SMELTER RETURN ROYALTY AGREEMENT
THIS AGREEMENT is made the 28
th day of September, 2023,
BETWEEN:
GEM CAP INVESTMENT HOLDINGS INC., a
company incorporated under the laws of the Province of
Ontario,
(hereinafter referred to as “GCIH”)
- and -
CWACHSBERG HOLDINGS INC., a company
incorporated under the laws of the Province of Ontario,
(hereinafter referred to as “CWHI”)
- and -
THREE SISTERS HOLDING INC., a company
incorporated under the laws of the Province of Ontario,
(hereinafter referred to as “TSH”)
- and -
SINGULAR INVESTMENTS INC., a company
incorporated under the laws of the Province of Ontario,
(hereinafter referred to as “SII”, and together with GCIH,
CWHI and TSH, the “Holder”))
- and -
EURO SUN MINING INC., a company incorporated
under the federal laws of Canada and having an address
at 198 Davenport Road, Toronto, Ontario, M5R 1J2,
(hereinafter referred to as “ESM”)
- and -
SAMAX ROMANIA S.R.L. . a limited liability
company established and functioning under the laws of
Romania, with its registered office in Cricior Village,
Cricior Commune, 146 Calea Zarandului, Hunedoara
County, Romania, registered with the Trade Registry
under no. J20/1647/2017, European Unique Identifier
(EUID): ROONRC.J20/1647/2017, Sole Registration
Code (C.U.I.) 11804027,
(hereinafter referred to as “SAMAX” and, together with
ESM the “Owner”)
WHEREAS SAMAX, a wholly-owned subsidiary of ESM, is the owner of the Property
(as hereinafter defined);
AND WHEREAS the Property is the only mineral property asset held by ESM and
SAMAX;
AND WHEREAS each of GCIH, CWHI, TSH and SII wishes to severally acquire 0.25%
of the Royalty (as hereinafter defined);
AND WHEREAS the parties entered into a Net Smelter Return Royalty Agreement dated
as of August 25, 2023, pursuant to which each of GCIH, CWHI, TSH and SII severally acquired, pending
Initial Payment, 0.25% of the Royalty (as hereinafter defined) for cash payments totaling an aggregate of
C$4,000,000 (the “Original Agreement”);
AND WHEREAS the parties wish to amend and restate the Original Agreement by
entering into this Agreement to grant to amend Section 2.6 of the Original Agreement in exchange for an
increased Initial Payment of $2,625,000;
AND WHEREAS for the avoidance of doubt, ESM has incurred debt obligations under
the CFSA (as defined below) for the direct benefit of SAMAX, and the amounts received will be used (a)
to repay debt obligations under the CFSA and (b) by SAMAX for the development of the Rovina Valley
Project
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the Payment and the respective covenants and agreements herein contained and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties
agree as follows:
IN WITNESS WHEREOF this Agreement has been executed by the parties as of the date
first written above.
EURO SUN MINING INC.
Per: <signed> Grant Sboros
Name: Grant Sboros
Title: Chief Executive Officer
SAMAX ROMANIA S.R.L.
Per: <signed> Soring Halga
Name: Sorin Halga
Title: Authorized Signatory
HOLDER
GEM CAP INVESTMENT HOLDINGS INC.
Per: <signed> Carlo LiVolsi
Name: Carlo LiVolsi
Title: Authorized Signatory
CWACHSBERG HOLDINGS INC.
Per: <signed> Charles Wachsberg
Name: Charles Wachsberg
Title: Authorized Signatory
THREE SISTERS HOLDING INC.
Per: <signed> Xavier Majic
Name: Xavier Majic
Title: Authorized Signatory
SINGULAR INVESTMENTS INC.
Per: <signed> Richard Wachsberg
Name: Richard Wachsberg
Title: Authorized Signator