Excelsior Mining : Consent and Third Amendment Agreement dated as of December 22, 2021

Execution Version [REDACTED]

THIS CONSENT AND THIRD AMENDMENT AGREEMENT dated as of December 22, 2021

BETWEEN:

TRIPLE FLAG INTERNATIONAL LTD., a corporation existing under the laws of Bermuda

(the "Purchaser")

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EXCELSIOR MINING ARIZONA, INC., a company incorporated under the laws of the State of Arizona

(the "Seller")

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EXCELSIOR MINING CORP., a corporation incorporated under the laws of the Province of British Columbia

(the "Excelsior Parent" and, together with the Seller, the "Excelsior Entities")

WITNESSES THAT:

WHEREAS the Purchaser and the Excelsior Entities entered into a Copper Purchase and Sale Agreement dated October 30, 2018, as amended by an Amendment Agreement dated October 23, 2019 and a Second Amendment Agreement dated January 22, 2020 (the "Stream Agreement");

AND WHEREAS the Excelsior Entities are parties to a credit agreement (the "Credit Agreement") dated as of October 31, 2019 with Nebari Natural Resources Credit Fund I, LP ("Nebari"), pursuant to which Nebari has made available to the Seller, as borrower thereunder, a facility (the "Facility") in the aggregate amount of $15,000,000 for the purpose of financing cost overruns incurred as part of Stage 1 of the Project;

AND WHEREAS the Excelsior Entities wish to amend the Credit Agreement as set forth below (the Credit Agreement as so amended, "Amended Credit Agreement");

AND WHEREAS the Excelsior Entities have requested that the Purchaser consent to the Credit Agreement Amendments (as defined below) and the Purchaser has agreed to consent to the Credit Agreement Amendments, subject to the terms and conditions herein;

AND WHEREAS in connection with the Credit Agreement Amendments and the Purchaser granting its consent thereto, the Purchaser and Nebari have entered into a purchase option agreement, providing the Purchaser with the right, but not the obligation, to purchase from

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Nebari upon the occurrence of certain events of default under the Amended Credit Agreement all, but not less than all of the Excelsior Entities' obligations under the Amended Credit Agreement;

AND WHEREAS in connection with the Purchaser consenting to the Credit Agreement Amendments, the Excelsior Entities and the Purchaser have agreed to make certain amendments to the Stream Agreement as hereinafter set forth;

AND WHEREAS the parties hereto wish to set out the terms and conditions of their 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 Definitions

All capitalized terms not otherwise defined herein and defined in the Stream Agreement shall have the same meaning herein as in the Stream Agreement. In this Agreement, including in the recitals and schedules hereto:

"Agreement" means this consent and third amendment agreement.

"Amended Stream Agreement" has the meaning set out in Section 4.1.

"Securities Laws" means all applicable securities laws of Canada 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 Excelsior Parent are traded.

"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in each of the provinces and territories of Canada in which Excelsior Parent is a reporting issuer, in the United States and in any other jurisdictions whose Securities Laws are applicable to Excelsior Parent.

"Security" means the Encumbrances created by the Security Documents.

"Security Documents" means the guarantees and security documents held from time to time by the Purchaser securing or intended to secure repayment of the Obligations, as will be set out in the Amended Stream Agreement.

"Stream Agreement" has the meaning given to such term in the recitals hereto.

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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:

1. 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.
2. 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.
3. Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
4. Where the word "including" or "includes" is used in this Agreement, it means "including without limitation" or "includes without limitation".
5. 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.
6. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
7. References to a Person in this Agreement refer to such Person and their legal successors, assigns, heirs, executors, administrators, estate, trustees and personal or legal representatives.
8. Reference to (i) this Agreement is to be construed as a reference to this Agreement as it may be amended, modified, restated, supplemented or extended from time to time, and (ii) any other agreement is to be construed as a reference to that agreement as it may be amended, modified, restated, supplemented, extended, replaced or superseded from time to time.
9. Time is of the essence in the performance of the Parties' respective obligations under this Agreement.

ARTICLE 2

CONSENT

2.1 Consent

Subject to the terms and conditions set forth herein, including, for greater certainty, the conditions set out in Sections 3.2, 4.1 and 4.2 the Purchaser hereby consents to the following amendments to the Credit Agreement (the "Credit Agreement Amendments"):

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1. the extension of the maturity date of the Facility to September 29, 2023 (the "First Facility Extension");
2. the further extension of the maturity date of the Facility to July 31, 2024 (the
   "Second Facility Extension"); and
3. an increase to the maximum amount available to the Seller under the Facility to $30,000,000 in the aggregate and expenditure of the additional funds available under the Facility in accordance with the terms of the Credit Agreement (as amended) (the "Facility Increase").

ARTICLE 3

FIRST FACILITY EXTENSION

3.1 Amendments to Stream Agreement

In connection with the Purchaser granting its consent to the First Facility Extension, the parties hereto agree that, effective as of the date hereof, the Stream Agreement is hereby amended as follows:

1. The definition of "Buy-Down Amount" in Section 1.1 of the Stream Agreement is hereby deleted in its entirety.
2. The definition of "Buy-Down Effective Date" in Section 1.1 of the Stream
   Agreement is hereby deleted in its entirety.
3. The definition of "Buy-Down Right" in Section 1.1 of the Stream Agreement is hereby deleted in its entirety.
4. The definition of "Buy-Down Right Deadline" in Section 1.1 of the Stream
   Agreement is hereby deleted in its entirety.
5. The definition of "Payable Copper" in Section 1.1 of the Stream Agreement is hereby deleted in its entirety and replaced with the following:
   "Payable Copper" means, with respect to a Parcel, a percentage of the Reference
   Copper in such Parcel equal to:
6. 1. for each Delivery prior to the first Expansion Production Date, 16.50%;
   2. for each Delivery after the first Expansion Production Date when the then current Nominated Nameplate Production Capacity is less than or equal to
      75 Mlbspa, the lesser of 16.50% and:
   3. 1. if the Purchaser has exercised the Expansion Option, 11.00% × (75 Mlbspa ÷ the then current Proven Production Rate); or

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1. if the Purchaser has not exercised the Expansion Option, 5.75% × (75 Mlbspa ÷ the then current Proven Production Rate);

provided that, in the event the Expansion Upfront Deposit elected by the Purchaser is less than $65 million, the excess of the percentage referred to in (1) above relative to the percentage referred to in (2) above shall be reduced in proportion to the amount by which the Elected Expansion Upfront Deposit is less than $65 million, and

1. for each Delivery after the first Expansion Production Date when the then current Nominated Nameplate Production Capacity is greater than 75 Mlbspa, the lesser of 16.50% and:
2. 1. if the Purchaser has exercised the Expansion Option, 6.60% × (125 Mlbspa ÷ (the lesser of 125 Mlbspa or the then current Proven Production Rate)); or
   2. if the Purchaser has not exercised the Expansion Option, 3.50% × (125 Mlbspa ÷ (the lesser of 125 Mlbspa or the then current Proven Production Rate));

provided that, in the event the Expansion Upfront Deposit elected by the Purchaser is less than $65 million, the excess of the percentage referred to in (1) above relative to the percentage referred to in (2) above shall be reduced in proportion to the amount by which the Elected Expansion Upfront Deposit is less than $65 million.

1. Section 3.6 of the Stream Agreement is hereby deleted in its entirety.

3.2 Excelsior Entities Deliverables

The Purchaser's consent to the First Facility Extension is subject to the following conditions having been satisfied, each of which 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:

1. the Excelsior Parent shall have issued to the Purchaser an amended Warrant Certificate No. 2 in respect of the Purchaser's 3.5 million common share purchase warrants (the "Warrants") entitling the Purchaser to purchase, subject to adjustment as set out in the warrant terms, 3.5 million Excelsior Parent common shares (the "Warrant Shares"), to amend the exercise price of the Warrants to be CAD$0.54 per share, subject to adjustment as set out in the warrant terms;
2. the Seller shall have paid to the Purchaser all reasonable and documented costs and expenses of the Purchaser and its agents and counsel in connection with this Agreement;
3. all approvals, consents and authorizations necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained, including the conditional acceptance of the TSX for the amendment of the Warrants and the

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