Execution Version

ASSIGNMENT AGREEMENT

This Assignment Agreement (this “Assignment Agreement”), dated as of May 12, 2023 (the
“Execution Date”), is entered into by and among EAGLE GOLD MINING INC., a corporation
incorporated under the laws of the Territory of the British Virgin Islands (hereinafter, the “Assignor”) and
STRACON INTERNATIONAL S.A.C., a sociedad anónima cerrada incorporated under the laws of the
Republic of Peru (hereinafter, the “Assignee”).

WHEREAS, the Assignor and Assignee are parties to that certain loan facility agreement dated as
of April 25, 2022 (the “Loan Facility Agreement”);

WHEREAS, the Assignor and Assignee have agreed to restructure certain terms of the Loan
Facility Agreement and in particular section 8.3 therein to eliminate the Second Priority Amount and Third
Priority Amount (as those terms are defined therein);

WHEREAS, on the date hereof, Assignee, Assignor and STRACON S.A. (“Stracon”), an affiliate
of Assignee, have executed a Shareholders’ Meeting Minutes of EGM COLOMBIA S.A.S. (“EGM”), an
affiliate of Assignor, for the issuance of 9000 new shares of EGM, with 5099 shares issued in favor of
Assignee and 3901 shares issued in favor of Assignor (the “Issuance Minutes”);

WHEREAS, as a consequence of the above, the Assignor wishes to assign, and the Assignee wishes
to receive, 50% of the Assignor’s rights, titles, interests and claims (the “Assigned Interests”) under or in
respect of the following agreements (collectively referred to as the “Assigned Agreements”) pursuant to
this Assignment Agreement:

(a) Production Payment Agreement originally entered into on March 31, 2015, as amended as of
July 14, 2015 (as amended, supplemented, restated, or replaced from time to time, the “PPA”)
among Red Eagle Finance Limited, Osisko Bermuda Limited, Red Eagle Mining Corporation,
Red Eagle Mining de Colombia Limited (now known as Ocelote Minerals S.A.S.), REMDC
Holdings Limited, and Orion TitheCo Limited; as assigned to the Assignor pursuant to the
Master Assignment and Acceptance agreement dated January 25, 2022, entered into between
Orion Fund JV Limited, FTI Consulting Canada Inc., and the Assignor.

(b) NSR Royalty Agreement originally entered into on October 22, 2012 (as amended,
supplemented, restated, or replaced from time to time, the “NSR”) among Red Eagle Mining
Corporation, Red Eagle Mining de Colombia Limited (now Ocelote Minerals S.A.S.) and
Liberty Metals & Mining Holdings, LLC, and all Pledge and Security Documents (as defined
in the NSR); as assigned to the Assignor pursuant to the Master Assignment and Acceptance
agreement dated January 25, 2022, entered into between Liberty Metals & Mining Holdings,
LLC, FTI Consulting Canada Inc., and the Assignor.

NOW, THEREFORE the Assignor and the Assignee (each a “Party” and both the “Parties”)
wish to enter into this Assignment Agreement in the following terms and conditions:

1. Assignment. Subject to the terms and conditions hereof, effective as of the date
hereof (the “Execution Date”) or such earlier date as provided for in this Assignment Agreement, the
Assignor hereby irrevocably transfers and assigns to the Assignee, and the Assignee hereby irrevocably
accepts and assumes the Assigned Interests, being 50% of the Assignor’s interests, rights, titles, and claims
in, to and under the Assigned Agreements (the “Assignment”).

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 Execution Version

The Assignor hereby further covenants and agrees that:

(a) it will forthwith forward to the Assignee (i) any notices it receives from time to
time under or in respect of the Assigned Agreements or the Assigned Interests and (ii) any notices it gives
from time to time under or in respect of the Assigned Agreements, the Assigned Interests or its remaining
interests in the Assigned Agreements;

(b) it will fully co-operate with, and take all actions reasonably requested by the
Assignee, in connection with any rights or actions which the Assignee wishes to take or exercise under or
in respect of the Assigned Agreements or the Assigned Interests (including, without limitation, any rights
to payments or in specie production, or any rights of first refusal, options or other rights or entitlements);
and,

(c) if, after the date hereof, any amount is paid to, or any other property is received
by, the Assignor under either of the Assigned Agreements without an equal amount being also paid to, or
received by, the Assignee (such amount received by the Assignor, a “Received Amount”), then the
Assignor shall be deemed to have received 50% of such Received Amount in trust for the Assignee, and
shall promptly remit or transfer, as applicable, such 50% of the Received Amount to the Assignee, and, for
such purposes, the Parties hereby agree to the appointment of the Assignor as the trustee of the Assignee.

2. Compensation. As compensation for the Assignment, the Assignee shall transfer

to an account provided in writing by the Assignor an amount equal to US$200,000, with such transfer to be
made within one business day following the later of the Execution Date and the date such account
information is provided in writing by the Assignor to the Assignee.

3. As-is, where-is basis. The transfer and assignment pursuant to this Assignment
Agreement is made on an “as-is, where-is” basis.

4. Amendment to the Loan Facility Agreement. Simultaneously with the execution

of this Assignment Agreement, Parties shall enter into and execute an amendment to the Loan Facility
Agreement in the form attached hereto as Exhibit A (the “Amendment”).

5. Transaction Documents. This Assignment Agreement, the Amendment, and the

Issuance Minutes, as well as their corresponding ancillary documents, if applicable, shall be jointly referred
to as the “Transaction Documents”.

6. Representations and Warranties of the Assignor. The Assignor represents and

warrants that: (i) it is legally authorized to enter into this Assignment Agreement and to perform it
obligation hereunder; (ii) it is a validly existing corporation under the laws of its governing jurisdiction and
has not been discontinued or dissolved under such laws and no steps or proceedings have been taken to
authorize or require such discontinuance or dissolution; (iii) it has the corporate power and capacity to enter
into this Assignment Agreement and the other Transaction Documents and to consummate the transactions
contemplated hereby and thereby; (iv) it is a resident of the Territory of the British Virgin Islands for all
tax purposes; and (v) it has not assigned, sold, transferred, conveyed or expressly waived to any person,
firm, corporation or other entity any of the Assigned Interests.

7. Representations and Warranties of the Parties. Each Party hereby represents to the
other that (i) it has full power and authority to execute this Assignment Agreement; (ii) this Assignment
Agreement constitutes a valid, legal and binding agreement, enforceable against the other Party in
accordance with its terms; and (iii) neither the execution, delivery or performance of this Assignment
Agreement nor consummation of the transactions contemplated herein will violate or contravene any law,

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 Execution Version

rule, regulation or order, or result in the breach of any agreement or instrument to which it is a party. Each
Party represents to the other that it has not made any assignment, encumbrance, transfer, conveyance or
other disposition of the Loan Facility Agreement, and has no knowledge of any existing or threatened claim,
demand, obligation, liability, action or cause of action arising from or in any manner connected with the
Loan Facility Agreement. The provisions of this paragraph shall survive the termination and/or expiration
of this Assignment Agreement, the Transaction Documents, the Loan Facility Agreement, and/or any other
document, agreement or event in connection therewith.

8. Further Assurances. The Parties shall each perform such acts, execute and deliver
such instruments and documents, and do all such other things as may be reasonably necessary to comply
with the provisions of this Assignment Agreement and the Transaction Documents.

9. Applicable Law and Dispute Resolution. This Assignment Agreement shall be

governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
The parties attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia in
connection with any dispute hereunder.

10. Notices. Any notices or other communications issued for the purposes of this
Assignment Agreement shall be delivered in person during normal business hours on a business day and
left with a receptionist or other responsible employee of the addressee at the applicable address set forth
below, or sent by email transmission, in each case addressed to the relevant party as set forth below:

In the case of a notice to the Assignor:

Eagle Gold Mining Inc.

Trident Chambers, P.O. Box 146
Road Town, Tortola, VG1110
British Virgin Islands
Attention: Maurizio Augusto Cordova Ledesma
Email: mcordova@masglas.com

In the case of a notice to the Assignee:

Stracon International S.A.C.

Avenida Santo Toribio 143, Oficina 401
San Isidro, Lima, Peru
Attention: Fernando Garcia Rosell, Chairman, and Andrés Gutiérrez, CFO
Email: Fernando.GarciaRosell@AshmoreGroup.com.co and andres.gutierrez@stracon.com

With a copy to:

Cuatrecasas Peru
Centro Empresarial Real, Edificio Real Ocho
Av. Santo Toribio 173, Vía Central 125
San Isidro, Lima, Peru
Attention: Oscar Trelles, Partner
Email: oscar.trelles@cuatrecasas.com

Each notice sent in accordance with this section shall be deemed to have been received on the day
of delivery, if delivered as aforesaid and, if sent by email transmission, on the date of sending if sent during
normal business hours of the addressee on a business day and, if not, on the first business day thereafter.

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 Execution Version

Any Party may change its address for notice by giving notice to the other Party in accordance with this
Section.

11. Costs and Expenses. The Parties agree that each Party shall assume its own costs
and expenses derived from this Assignment Agreement.

12. Taxes. Each Party undertakes to pay all taxes due and payable by it as a result of
the transactions implemented under this Assignment Agreement or any of the Transaction Documents.

13. Counterparts. The Parties may execute this Assignment Agreement in multiple
counterparts, each of which constitutes an original as against the party that signed it, and both of which
together constitute one agreement. The signatures of both parties need not appear on the same counterpart.
The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending
party’s signature is as effective as signing and delivering the counterpart in person.

14. Entire Agreement. This Assignment Agreement together with the other
Transaction Documents constitutes the entire agreement among the parties with respect to the subject matter
hereof and shall not be amended, except by instrument in writing signed by the Parties hereto. All prior and
contemporaneous negotiations and agreements between the parties with respect to the matters contained
herein are superseded by this Assignment Agreement and the other Transaction Documents.

15. Successors and Assigns. This Assignment Agreement binds and benefits the
parties and their respective successors and assigns. The Parties agree that this Assignment Agreement shall
not be assigned by any Party without the prior written consent of the other Party.

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 IN WITNESS WHEREOF. the parties hereto have caused this Assignment Agreement to
be executed as of the date first above written by their respective duly authorized officers.

Assignor:

EAGLE GOLD MINING INC.

By: ____________________________________
Name: Maurizio Augusto Cordova Ledesma
Title: Director

[Signature page to the Assignment Agreement]

 IN WITNESS WHEREOF. the parties hereto have caused this Assignment Agreement to
be executed as of the date first above written by their respective duly authorized officers.

Assignee:

STRACON INTERNATIONAL S.A.C.

By: ____________________________________
Name: Fernando Fausto García Rosell
Title: Representative

[Signature page to the Assignment Agreement]

 IN WITNESS WHEREOF. the parties hereto have caused this Assignment Agreement to
be executed as of the date first above written by their respective duly authorized officers.

Assignee:

STRACON INTERNATIONAL S.A.C.

By: ____________________________________
Name: Andrés Gutiérrez Leiva
Title: Representative

[Signature page to the Assignment Agreement]

 Exhibit A

Form of Amendment to the Loan Facility Agreement

AMENDMENT NO. 1 TO THE LOAN FACILITY AGREEMENT

THIS AMENDMENT NO. 1 TO THE LOAN FACILITY AGREEMENT is made on the 12th day of
May, 2023 (the “Amendment”) by and between EAGLE GOLD MINING INC. (the “Borrower”) and
STRACON INTERNATIONAL S.A.C., (the “Lender”) (Lender and Borrower each a “Party” and
together the “Parties”).

WHEREAS the Parties entered into a Loan Facility Agreement (the “Agreement”) dated April 25,
2022;

AND WHEREAS on the date hereof, Lender, Borrower, and STRACON S.A. (“Stracon”), an
affiliate of Lender, have executed a Shareholders’ Meetings Minutes of EGM COLOMBIA S.A.S.
(“EGM”), an affiliate of Borrower, for the issuance of 9000 new shares of EGM, with 5099 shares issued
in favor of Lender and 3901 shares issued in favor of Borrower (the “Issuance Minutes”);
AND WHEREAS in consideration of the premises and the mutual covenants and agreements of
the Parties and the transaction contained in the Issuance Minutes, the Parties have agreed to execute this
Amendment in the following terms:

1. The Parties agree to delete the following definitions of the Agreement in their entirety:

(i) Section 1.1.24. “First Priority Amount”.

(ii) Section 1.1.65. “Second Priority Amount”.

(iii) Section 1.1.72. “Third Priority Amount”.

2. The Parties agree to amend Section 8.3 of the Agreement in its entirety, as follows:

8.3. The New Loans shall be paid each month in which Applicable Cash Flow exists with 100%
of the Applicable Cash Flow on a priority basis up to US$2,000,000.00 and
CAD$121,000.00, plus applicable interests, being the only outstanding amount owed by
Borrower to Lender (jointly, the “Priority Amounts”). The Priority Amounts shall be
senior to any other indebtedness of the Borrower and any of its Subsidiaries, including of
the New Company, except for any payment owed to Osisko Bermuda Limited (“Osisko”)
under the Existing Production Payment Agreement (as this term is defined under the
Liberty Assignment Agreement).

Likewise, in the event of dissolution or bankruptcy of the New Company, 100% of the
proceeds from the liquidation, winding up and/or equivalent procedure of the New
Company shall be destined to the repayment of all outstanding Priority Amounts until said
Priority Amounts have been settled.

Furthermore, the Parties agree that, if so desired and agreed to by the Parties, Lender may
loan further amounts to Borrower in addition to the New Loans, which shall be senior to
any other indebtedness of the Borrower and any of its Subsidiaries except for any payment
owed to Osisko under the Existing Production Payment Agreement, and which shall be
considered Priority Amounts, increasing the priority basis limit for such payments at such
time.
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3. The Parties agree to incorporate Section 14.3 into the agreement, which shall read as follows:

14.3. Notwithstanding the above, if a Default were to occur, the Parties agree that the Borrower
shall only be liable for an amount equal to 49% of the value said Default may represent,
including in relation to the cost of exercising any rights or remedies available under the
Transaction Documents.

4. The Parties will take, or cause to be taken, all actions and do, or cause to be done, all things
necessary, proper or advisable under applicable laws to give effect to the amendments effected or
to be effected pursuant to this Amendment.

5. The Parties agree to take, or cause to be taken, all actions and do, or cause to be done, all things
necessary, proper or advisable under applicable laws for EGM to distribute 100% of any
distributable dividends to Borrower, until the amount distributed is equal to the Priority Amounts.
Borrower irrevocably agrees to instruct EGM for any such distribution to be transferred directly to
Lender, to be applied to the payment of the Priority Amounts.

6. The Parties hereby agree that all other clauses, terms and conditions of the Agreement, other than
what is expressly stated in this Amendment, shall remain valid and in full force and effect and
unchanged. This Amendment shall be incorporated in the Agreement and shall be considered an
integral part thereof.

7. This Amendment may be executed in counterparts, each of which shall be deemed to be an original
and all of which together shall constitute one and the same document.

8. This Amendment will be governed by and construed in accordance with the laws of the Territory
of the British Virgin Islands. The Parties hereby irrevocably attorn to the non-exclusive jurisdiction
of the courts of the Territory of the British Virgin Islands with respect to any matters arising out of
this Amendment.

9. Each Party represents and warrants that it has the necessary corporate and/or legal authority to enter
into this Amendment, and that the individuals executing this Amendment have been duly
authorized to do so and that such execution creates a valid, binding and legally enforceable
obligation of such Party.

[remainder of page intentionally left blank]

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 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 to
the Loan Facility Agreement as of May 12, 2023.

STRACON INTERNATIONAL S.A.C.

By:
Name: Fernando Fausto García Rosell
Title: Representative

[Exhibit A to the Assignment Agreement]

 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 to
the Loan Facility Agreement as of May 12, 2023.

STRACON INTERNATIONAL S.A.C.

By:
Name: Andrés Gutiérrez Leiva
Title: Representative

[Exhibit A to the Assignment Agreement]

 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 to the
Loan Facility Agreement as of May 12, 2023.

EAGLE GOLD MINING INC.

By:
Name: Maurizio Augusto Cordova
Ledesma
Title: Director

[Exhibit A to the Assignment Agreement]