Exhibit 10.2


 


MID-TERM LOAN CONTRACT 


 


SIERRA METALS INC.


 


DIA BRAS PERU S.A.C.


DIA BRAS MEXICANA S.A. DE C.V.


As Co-obligors,


 


BANCO DE CRÉDITO DEL PERÚ


As Lenders,


 


And


 


BANCO DE CRÉDITO DEL PERÚ


As Administrative Agent and Agent of Guarantees


 


Lima, 8 March 2019


 




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Mid-Term Loan Contract


 


Mr. Notary Public:


 


We come before you to ask you to register
a deed in your Registry of Public Deeds in which this Mid-Term Loan Contract is registered (hereafter referred to as: the “Contract”);


entered by:


 


As jointly liable Co-obligors in respect
to the obligations subject of this Contract (hereafter referred to as the “Co-obligors”):


 


		-	Sierra Metals Inc., a society duly constituted
and existing in accordance with the Laws of the province of Ontario, in Canada, with residence at 161 Bay St. Suite 4260, P.O.
Box 200, Toronto, Ontario, M5J2S1, Canada, duly represented by Mr. Danilo Guevara Cotrina, identified with National Document of
Identity N° 29654879, according to powers registered with entry code A0006, in the Electronic Registration Folio N° 12770683
of the “Registro de Personas Jurídicas de la Oficina Registral de Lima y Callao” (Registry of Legal Business
Entities of the Office of Public Records of Lima and Callao); hereafter referred to as (“SMI”);



 


		-	Día Bras Mexicana S.A. de C.V., an existing
PLC company duly constituted and existing under the Laws of the Republic of the United States of México (Estados Unidos
de Mexico), with residence to these effects at Blas Cano de los Rios No. 500, Col. San Felipe, Chihuahua, Chihuahua, C.P. 31203,
duly represented by Mr. Danilo Guevara Cotrina, identified with National Document of Identity N° 29654879, at the moment undergoing
the process of registration of powers, holding Registration Title N° 2019-548900 , hereafter referred to as “DBM”;
and



 


		-	Día Bras Perú S.A.C., a PLC company
constituted and existing in accordance with the Laws of the Republic of Peru, identified with RUC No 20543482316, with residence
at 450 Pedro de Osma Avenue, district of Barranco, province and department of Lima, duly represented by Mr. Danilo Guevara Cotrina,
identified with National Document of Identity N° 29654879, according to powers registered in the Electronic Registration Folio
N° 12664007 of the “Registro de Personas Jurídicas de la Oficina Registral de Lima y Callao”(Registry of
Legal Business Entities of Lima and Callao), hereafter referred to as “DBP”.



 


As lenders:


 


BANCO DE CRÉDITO DEL PERÚ,
registered with RUC N° 20100047218, with residence at 156 Calle Centenario, Urb. Las Laderas de Melgarejo, district of La Molina,
province and department of Lima, represented by Luis Mauricio Puelles Cáceres, identified with National Document of Identification
No. 41643818, and by Mr. Alejandro Molinari Arroyo, identified with National Document of Identification No. 1005831, both authorized
to the effect of entering this Contract by the powers registered with entry codes C0501 and C0500 respectively, in the Electronic
Record Folio N° 11009127 of the “Registro de Personas Jurídicas de la Oficina Registral de Lima y Callao”
(Registry of Legal Business Entities that covers both the cities of Lima and Callao) (in the function of lenders, hereafter referred
to as “BCP”).


 


As Administrative Agent and Agent of Guarantees:


 




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BANCO DE CRÉDITO DEL PERÚ,
registered with RUC N° 20100047218, with residence at 156 Calle Centenario, Urb. Las Laderas de Melgarejo, district of La Molina,
province and department of Lima, represented by Roberto Balarezo Medina, identified with DNI N° 41685242, and Juana Lucy Milagros
Cossío Cavero, identified with DNI N° 07831871, both authorized to the effect by the powers registered with entry codes
C00325 and C00513 respectively, in the Electronic Record Folio N° 11009127 of the “Registro de Personas Jurídicas
de la Oficina Registral de Lima y Callao” (Registry of Legal Business Entities that covers both the cities of Lima and Callao)
(in the function of administrative agent and agent of guarantees, the “Agent”).


 


The Co-obligors, on one side, and BCP (as
the lender and the Agent) on the other, will be referred to, individually as “Party”, and jointly as “Parties”.


 


This Contract is entered observing the
following terms and conditions:


 


First: Definitions


 


		1.1.	Unless otherwise indicated, or if the context so requires it, the terms whose first letter has
been typed in capital letters, written in this Contract, will have the meaning indicated in this Clause as follows:



 


		1.1.1.	Corona Shares: are the 29’444,028 common shares with right to vote that represent
approximately 92.33 % of the social capital of Corona, that are currently owned by DBP.



 


		1.1.2.	Bolivar Shares: are the 50,000 common shares with right to vote that represent 100% of the
social capital of Bolivar, currently owned by DBM (49,000 shares) and Exmin (1,000 shares



 


		1.1.3.	DBM Shares: are the 864’139,501 common shares with right to vote that represent 100%
of the social capital of DBM, currently owned by SMI (864’139,499 shares) and Mr. Igor Alcides Gonzáles Galindo (2
shares).



 


		1.1.4.	DBP Shares: are the 385’278,558 common shares with right to vote that represent 100%
of the social capital of DBP, currently owned by SMI (385’278,557 shares) and DBM (1 share).



 


		1.1.5.	Exmin Shares: are the 530’430,000 common shares with right to vote that represent
100% of the social capital of Exmin, currently owned by SMI (530’429,500 shares) and DBM (500 shares).



 


		1.1.6.	Servicios de Mineria Shares: are the 50,000 shares with right to vote that represent 100%
of the social capital of Servicios de Minería, currently owned by DBM (49,999 shares) and Exmin (1 share).



 


		1.1.7.	Mining Assets: are the essential mining assets for the development of the mining activities
of the Co-obligors or of the Existing Subsidiaries, detailed in Annex 1.1.7 of this Contract, having been established that in respect
to the assets located in Mexico, such listing is referential and it will be confirmed or modified in the addendum of this Contract
to be entered in accordance with what has been established in Numeral 6.3.14.



 




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		1.1.8.	Affiliate: in respect to a business entity, it will mean: (i) their subsidiaries; (ii) any
business entity that owns representative shares of the social capital or holds social participations, or somehow participates in
the ownership of such, directly or through Subsidiaries, insofar their participation is greater than 25% (twenty-five per cent);
(iii) the Subsidiaries of these; (iv) any person exercising an Effective Control over this and the other persons over which the
former also exercises an Effective Control; and (v) the Subsidiaries of the latter.



 


		1.1.9.	Agent: is the BCP, acting as administrative agent and agent of guarantees of the banks in
accordance with Clause Fourteenth and others applicable to this Contract, or the entity that substitutes it and becomes subjected
to what has been established in Clause Fourteenth.



 


		1.1.10.	Governmental Authority: is any entity (including arbitral tribunals and organs) that exercise
executive, legislative, regulatory, jurisdictional, municipal, or administrative functions that correspond to the functions of
government, or exercise jurisdiction over the Persons or matters in question.



 


		1.1.11.	Banks: refers to BCP, and if applicable, any Authorized Assignee.



 


		1.1.12.	BCP: refers to Banco de Crédito del Perú.



 


		1.1.13.	Bolívar: is the entity Bolívar Administradores S.A. de C.V., an existing society
rightfully constituted under the norms applicable in Mexico.



 


		1.1.14.	Cash: is the cash and cash equivalents together, according to what has been reported for
the corresponding period in accordance with the financial consolidated statements of SMI reported to the BCP.



 


		1.1.15.	CAPEX: is any expense or capital investment related to the acquisition, maintenance, improvement,
or replacement of fixed or intangible assets, or other similar operations that are registered under activities of investment in
the statements of cash flow, in accordance with NIIF or with the norms of accounting applicable in Mexico.



 


		1.1.16.	Consolidated CAPEX: is any expense or capital investment related to the acquisition, maintenance,
improvement, or replacement of fixed or intangible assets, or other similar operations that are registered under activities of
investment in the statements of cash flow of SMI at a consolidated level, in accordance with NIIF.



 


		1.1.17.	Cavali: is Cavali S.A. I.C.L.V., a Peruvian company which conducts their business in compensation
and liquidation of financial instruments in which the Corona Shares are annotated.



 




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		1.1.18.	Authorized Assignee: is any entity of those mentioned in numerals (i), (ii), and (iii) of
this definition, that acquires a contractual position, rights, and/or the obligations of one or more banks in this Contract in
accordance with the terms of this Contract, and enters a Contract of Adhesion and any other Contract or document that the Agent
and the corresponding authorized assignee agree to enter. Authorized Assignees can only be: (i) the banks, their Affiliates or,
as long as they are business entities registered within the national financial system regulated by General Law; (ii) any other
bank or financial institution of those mentioned in article 16 of the General Law as long as they have the classification of minimum
risk “A” granted by two risk classifying companies duly authorized by the SMV, or the equivalent classification that
can be established in the future by a norm of general character; and (iii) any international financial institution, as long as
the realization of transactions with such international financial institution is not forbidden in accordance with the regulations
of the OFAC (Office of Foreign Asset Control) of the Treasury Department of the United States of America. The category of
Authorized Assignee will be acquired from the Working Day following the date the Agent receives a rightfully written copy of the
corresponding Contract of Adhesion, and the other contracts and documents , if it is the case, that are agreed to be entered.



 


		1.1.19.	Civil Code: is the Civil Code of Peru, approved by Legislative Decree No. 295, as it can
be modified and/or complemented in the future.



 


		1.1.20.	Commissions: are the Commission of Structuring, the Commission of Commitment, the Commission
for Not Using Funds, the Commission of Funds Breaching, and any other commission from the Co-obligors that has been contemplated
in the Loan Documents.



 


		1.1.21.	Commission of Commitment: is the commission for the availability of the commitment and maintenance
of the Compensatory Interest Rate under this Contract in addition to the applicable Taxes. The Commission of Commitment is of zero
naught eighty percent (0.80%) over the average of the balances not disbursed from the Loan Amount. The Commission of Commitment
will be accrued from 18 April 2019 and will continue to be accrued until the termination of the Period of Availability. If it were
the case, this commission would be paid by the Co-obligors upon the termination of the Period of Availability.



 


		1.1.22.	Commission of Structuring: is the commission that the Co-obligors will pay BCP and the Structurer
for the advice given in the structuring of the Loan plus the Taxes originated from it, in accordance with what has been agreed
between the Co-obligors and the Structurer through a private document. The Structuring Commission will be calculated in respect
of the Loan Amount and will be paid at the Date of Closing, in accordance with the indications set out in a private document.



 


		1.1.23.	Commission for Not Using the Funds: is the commission that the Co-obligors will pay the
Banks upon the termination of the Period of Availability, in case there has not been disbursements in favor of the Co-obligors
of at least 70% of the Loan Amount before the expiration of the Period of Availability, and will be equal to one per cent (1.00%)
of the Loan Amount not disbursed plus the applicable taxes.



 




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		1.1.24.	Commission for Breaching of Funding: is the commission that the Co-obligors will pay the
Bank in case of carrying out Obligatory Prepayments or Voluntary Prepayments, and that is constituted of the excess, if it is the
case, between (i) the interest that would have been accrued over the amount prepaid during the ongoing days from the date of the
prepayment until the date of the expiration of the next Payment Date; and (ii) the interest that the Bank could obtain over the
principal prepaid in a deposit in a financial entity of the highest credit classification in the international market, for the
days that elapse from the Working Day following the prepayment until the due date of the next Date of Payment. This amount will
be communicated and duly justified by the Agent and the Co-obligors for its payment in the date scheduled for the prepayment.



 


		1.1.25.	Disbursement Commitments: means the commitments that BCP and each one of the other banks
(if there were any after the Closing Date), for carrying out the Disbursements of the Loan; initially, 100% of the Commitments
of Disbursement corresponds to BCP.



 


		1.1.26.	Acknowledgement: is the actual acknowledgement of each one of the general management offices
of the Co-obligors (or of any other management office with a rank equivalent in accordance with the Applicable Norms of each Co-obligors)
over the matters of the respective Co-obligors and of their Subsidiaries, acquired, or that was supposed to be acquired acting
reasonably in respect to the development of the businesses of such Co-obligors and their Subsidiaries, and in accordance with the
parameters of ordinary diligence used for such businesses.



 


		1.1.27.	Contract of Adhesion: is the contract that will be entered by the Authorized Assignees and
the Agent, in accordance with the model format set out in Annex 1.1.27, to be incorporated to the Loan as Authorized Assignees.



 


		1.1.28.	Loan Contract or Contract: is this mid-term loan contract, as it can be afterwards modified
in the future.



 


		1.1.29.	Contracts of Guarantee: are the contracts by which Specific Guarantees are constituted in
support of the compliance of the obligations foreseen in this contract.



 


		1.1.30.	Effective Control: A Person has Effective Control over a legally constituted person when:



 


		a.	Is the owner, directly or indirectly, of over fifty percent (50%) of the shares with voting rights,
or of participation in the social capital; or



		b.	Without having fifty percent (50%) of the rights to vote in the shareholders general meeting, can
designate or remove most of the members of the Board or similar organ; or,



		c.	Owns, directly or indirectly, a representation in the Board or similar organ, over fifty percent
(50%) of its participants; or



		d.	By any means not previously foreseen (whether contractual or not), controls the power of decision
within such legally constituted business entity.



 


For the mere effect of this contract,
it will be construed that Arias Resource Capital Management LP (ARC Fund), through the funds they manage, has the direct Effective
Control of SMI and indirect Effective Control of DBP, DBM and their Existing Subsidiaries.


 




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		1.1.31.	Co-obligors: are SMI, DBM y DBP together, the three of which have the category of being
jointly liable in respect to the compliance of the obligations object of this contract.



 


		1.1.32.	Corona: is Sociedad Minera Corona S.A., a society duly constituted and existing, in accordance
with the Applicable Norms of the Republic of Peru.



 


		1.1.33.	Payment Schedule: is the schedule in which the amount of each of the installments to be
paid on the Loan by the Co-obligors in each Payment Date is detailed. A referential Payment Schedule is included in Annex 1.1.33
, whose definitive version will be handed by the BCP to the Co-obligors (through DBP as their representative, as stated in Clause
Sixteenth) within five (5) Working Days following the expiration of the Period of Availability. The Co-obligors have already accepted
said definitive schedule in the absence of any manifested material errors.



 


		1.1.34.	Taxable Mexican Bank Account: is the bank account of DBM in bank BBVA Bancomer, S.A. 109806008,
in which the flows Bolivar and Servicios de Mineria pay DBM on account of Distribution of Dividends will be deposited, as well
as the amounts received from any other entity, which will be the subject of the Guarantee over DBM and Exmin.



 


		1.1.35.	Taxable Peruvian Bank Accounts: are (i) he bank account of SMI in BCP N° 191-2586793-1-30,
in which the flows that SMI receives from the Distribution of Dividends paid to them by DBP, DBM and Exmin will be deposited, whose
balances will be the subject of the Movable Asset guarantee over the Balances in the Dividends Account DBP; and (ii) the bank account
of DBP in BCP N° 193-1938587-1-95, in which the flows DBP receives for the Distribution of Dividends paid by Corona, will be
deposited, whose balances will be the subject of a Movable Asset guarantee over the Account Balances in the Corona Dividends Account.



 


		1.1.36.	Payment Account: is the bank account of the Agent in which the payments related to the Loan
will be deposited.



 


		1.1.37.	Installments: are the quarterly installments that must be paid in each Payment Date by the
Co-obligors in virtue of this Contract. The amount of each one of the installments is detailed in the Payment Schedule, and will
include, accordingly, the capital plus the compensatory interests.



 


		1.1.38.	DBM: is Dia Bras Mexicana S.A. de C.V., an existing society, rightfully constituted in accordance
with the Applicable Norms in Mexico.



 


		1.1.39.	DBP: is Dia Bras Perú S.A.C., an existing society, rightfully constituted in accordance
with the Applicable Norms in Peru.



 


		1.1.40.	Disbursements: are the disbursements of the Loan, to be carried out by the BCP, and if it
were the case, the other banks, in accordance with the terms of this Contract. US$ 70,000,000.00 with charge to the Loan Amount
will be disbursed in favor of DBP in one or more opportunities (the “DBP Disbursement”), while the disbursement
of the remaining US$ 30,000,000.00 will be disbursed in favor of SMI in one or more opportunities (the “SMI Disbursement”).
The realization of the Disbursements will be subjected to the previous compliance with the conditions foreseen in Clauses 6.2 and
6.3 of this Contract, to the satisfaction of the Banks.



 




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		1.1.41.	Consolidated Financial Debt: it is understood as all the obligations of the Co-obligors
and their Subsidiaries (including the Existing Subsidiaries), in a consolidated way, with financial institutions or capital markets,
whether these had already been disbursed or committed, as well as any other obligation of payment that accrues interests (with
the exception of the accounts to be paid to commercial suppliers, and any other subordinate authorized obligation by the Agent),
plus, if it were the case, the contingent obligations related to the closing plans of the mines or similar obligations registered
in the consolidated financial statements of SMI.



 


		1.1.42.	Consolidated Net Financial Debt: is the Consolidated Financial Debt, cash subtracted.



 


		1.1.43.	Imposed Tax and Labor Debts: are all those claims originated in (i) unpaid salaries, (ii)
owed vacations, (iii) labor compensations, (iv) contributions to retirement plans, (v) tax retentions on the employees’ salaries
or on people not domiciled in the corresponding jurisdiction, (vii) taxes on tangible goods, (viii) unpaid taxes on Sales, (ix)
owed payments to Customs or other similar legal obligations that are guaranteed with the assets of SMI with better or equal (pari
passu) to the Specific Guarantees.



 


		1.1.44.	Working Day: is each of the five (5) days of the week that begins on a Monday and finishes
on a Friday, but holidays, in which the banks that operate in the cities of Toronto, Canada; Lima, Peru; and in Ciudad de Mexico,
Mexico; are open and attending the general public in their main branch offices in said cities.



 


		1.1.45.	Distribution of Dividends: are the payments of interests or the principal in any subordinate
debt before the shareholders and the distribution of dividends or any other form of distribution to the shareholders, including
but without limitations the reductions of capital.



 


		1.1.46.	Loan Documents: are the Loan Contract , the Contracts of Adhesion, the Contracts of Guarantee,
the Promissory Notes, and the instructions to fill them out, the Acknowledgement of the Amounts Owed, and any other agreement or
document that had been or that is to be entered and that is related to them, as well as any financial instrument and/or contract
that could be entered in respect to the Loan Contract, to represent, assure, or guarantee the Loan, whichever applies.



 


		1.1.47.	Dollars: is the legal currency of the United States of America.



 


		1.1.48.	Consolidated EBITDA : means, for any period, the operative profit of SMI at a consolidated
level, plus (in case it had been deducted upon the determination of the operative profit) (a) expenses for depreciation of fixed
assets at a consolidated level, of SMI, and (b) expenses for amortization of intangibles at a consolidated level, of SMI, in accordance
with the consolidated financial statements of SMI.



 




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		1.1.49.	Substantially Adverse Effect: means any act, fact, or circumstance that at the sole discretion
of the Banks: (i) has or can reasonably have a substantially adverse effect in the financial condition and/or in the economy, activities,
properties, or projects of any of the Co-obligors and/or of Corona, and/or of Exmin, or (ii) affects or reasonably can substantially
affect the capacity of the Co-obligors and/or Corona, and/or Exmin; or (iii) affects or can reasonably affect the legality, validity,
or execution of any generated obligation whatsoever of the Loan Documents or of the obligations generated from them, or the rights
of the Banks or of the Agent under any of the Loan Documents.



 


		1.1.50.	Structurer: is the firm Credicorp Capital Servicios Financieros S.A.



 


		1.1.51.	Event of Noncompliance/Default: are those defined in Clause Tenth of this Contract.



 


		1.1.52.	Substantially Adverse Event: means an event that, to the sole discretion of the Banks, changes
substantially in an adverse way the conditions of the market of capitals and/or the financial conditions of the Peruvian, Canadian
or Mexican markets, and/or the financial, political, economic, legal, foreign exchange and/or banking conditions in Peru, Canada
or Mexico.



 


		1.1.53.	Exmin: is Exmin S.A. de C.V., an existing society duly constituted in accordance with the
Applicable Norms of Mexico.



 


		1.1.54.	Closing Date: is the date in which this Contract is entered.



 


		1.1.55.	Disbursement Dates: are the dates in which, after having received the Requests for Disbursement
from the Co-obligors (acting through DBP as their representative as established in Clause Sixteenth) and having met the conditions
set out in Numerals 6.2 and 6.3 to the satisfaction of the Agent, each one of the Loan Disbursements requested is realized.



 


		1.1.56.	Payment Dates: are the dates in which the Co-obligors will pay the Agent the Installments
according to the Payment Schedule, as well as any other amount related to the Loan . In case any Payment Date falls in a non-Working
Day, this operation will be carried out the next Working Day available. Only to the effects of this definition, “Working
Day” will be construed as each of the five (5) days of the week that begins on a Monday and finishes on a Friday, but holidays,
in which the banks that operate in Lima are open attending the general public in their main branch offices.



 


		1.1.57.	Cash Flow for Paying Debts or FCSD: is the Consolidated EBITDA less the payment for profit
taxes of SMI at a consolidated level (“Income Tax” as it is written in the consolidated financial statements of SMI),
minus the consolidated net of financing CAPEX .



 


		1.1.58.	Canadian Guarantee: is the lien of first and preferential rank subjected to the Applicable
Norms of Canada, to be constituted in virtue of the contract, denominated “General Security Agreement” within
thirty (30) calendar days following the Closing Date, that will cover all the personal goods, tangible and intangible, current
and future, that belong to, or leased to, or licensed, possessed, or acquired by SMI, or in respect of which SMI has rights, in
support of the obligations of payment of the Loan, in terms and conditions that are satisfactory to the Agent, with the exception
of the specific guarantees constituted by SMI in favor: (i) of the Royal Bank of Canada up to $ 52,000.00 Canadian dollars under
the respective collateral cash agreement, and; (ii) the constituted guarantee in favor of Xerox in connection with the equipment
hired by SMI from such company.



 




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		1.1.59.	Specific Guarantees: are the following guarantees constituted in support of the Guaranteed
Obligations, that are regulated in the Contracts of Guarantee:



 


		a.	The Movable Asset Guarantee over the Shares;



		b.	The Collaterals over the Shares;



		c.	The Movable Asset guarantee over the Accounts Balances;



		d.	The Collateral over Tangible Goods DBM and Exmin;



		e.	The Collateral over the Tangible Goods Bolívar and Servicios de Minería;



		f.	The Canadian Guarantee, and



		g.	The Mortgage over the Goods.



 


		1.1.60.	Mexican Guarantees: are the Mexican Collaterals and the Mortgage over the Goods together.



 


		1.1.61.	Movable Asset Guarantees over the Shares: are the Movable Asset Guarantee over the Shares
DBP and the Movable Asset Guarantee over the Shares Corona, together.



 


		1.1.62.	Movable Asset Guarantee over the Corona Shares: is the movable asset guarantee over the
Corona Shares, to be constituted by DBP in favor of the Agent on the Closing Date, in accordance with the Applicable Norms of the
Republic of Peru, in the terms and conditions satisfactory to the Agent.



 


		1.1.63.	Movable Asset Guarantee over the DBP Shares: is the movable Asset guarantee over the DBP
Shares to be constituted by SMI and DBM in favor of the Agent on the Closing Date, in accordance with the Applicable Norms of the
Republic of Peru, in the terms and conditions satisfactory to the Agent.



 


		1.1.64.	Movable Asset Guarantees over the Balances in Bank Accounts: are, together, the Movable
Asset Guarantee over the Account Balances in the Dividends Account of Corona, and the Movable Asset Guarantee over the Balances
in the Dividends Account of DBP.



 


		1.1.65.	Movable Asset Guarantee over the Bank Account Balances of the Dividends Account of Corona:
is the movable asset guarantee over the balances of the amounts deposited at any moment in the Peruvian Bank Account, specified
in numeral (ii) of the definition of “Taxable Peruvian Bank Accounts”, to be constituted by DBP in favor of the Agent
on the Closing Date, in accordance with the Applicable Norms of the Republic of Peru, in the terms and conditions satisfactory
to the Agent.



 




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		1.1.66.	Movable Asset Guarantee over the Dividend Account of DBP: is the movable asset guarantee
over the balances that are kept and reflect at any moment in the Peruvian Bank Account in item (i) of the definition of “Taxable
Peruvian Bank Accounts”, to be constituted in favor of the Agent, in the terms and conditions satisfactory to the Agent.



 


		1.1.67.	Peruvian Guarantees: are, together, the Movable Asset Guarantees over the Shares and the
Movable Asset Guarantees over the Balances in Bank Accounts.



 


		1.1.68.	Mortgage over Tangible Goods: is the mortgage over the tangible goods located in Mexico
to be constituted by DBM in favor of the Agent of Guarantees within thirty (30) days following the Closing Date, in accordance
to the Applicable Norms of Mexico, in the terms and conditions satisfactory to the Agent . To these effects, within fifty (50)
days following the Closing Date: (i) DBM will obtain an agreement of termination in respect of the mortgage of first and preferential
rank that is existing currently over the tangible goods, and (ii) such agreement had to have been presented for registration in
the Registry of Public Records of the corresponding property.



 


		1.1.69.	IGV: is the general sales tax regulated by Legislative Decree 821, approved by Supreme Decree
055-99-EF, plus the Tax on Municipal Promotion regulated by Legislative Decree 776, approved by Supreme Decree 156-2004-EF.



 


		1.1.70.	Amount Outstanding of Amortization: is the principal disbursed and outstanding of amortization
in favor of the Banks in accordance with this Contract, on the corresponding date.



 


		1.1.71.	Profit taxes: is the tax regulated by Unique Text Enacted in respect to the Taxes on Profits,
approved by Supreme Decree N° 179-2004-EF and its regulations, approved by Supreme Decree N° 122-94-EF.



 


		1.1.72.	Taxes on Foreign Profits: refers to taxes based or measured by income or earnings of any
nature or type (different from the Taxes on Profits in the Republic of Peru), and includes the similar taxes established by any
jurisdiction different from the Peruvian jurisdiction (any union of nations included).



 


		1.1.73.	Sales Taxes: includes all those taxes calculated on the basis of sales, aggregated value,
and/or invoicing of any nature in any jurisdiction, including the IGV, the tax on Canadian goods and services , and the equivalent
Mexican Taxes, the taxes to the federal, state, and provincial sales in Canada and in Mexico, and the harmonized sales taxes in
Canada.



 


		1.1.74.	General Law: means the General Law of the Financial System and of the System of Insurance
and the Organic Superintendence of Banking and Insurance, and AFP in Peru, promulgated as Law N° 26702, as it will be modified
or regulated from time to time.



 




    	 	11



     


    

 


		1.1.75.	LIBOR: means the average interest rates, which are offered for a term of ninety (90) days,
in the deposits of euro/dollars in the exchange market of London, registered daily at 11:00 hours (London Time) – currently
by the British Bankers Association (BBA) or another competent entity to the effect of - as it appears in the LIBOR page of the
monitor of the Informative System of REUTERS, or by default, by the Bloomberg Financial Markets Service (currently the BBAMI page)
(adjusted in case it is necessary to the 1/16 nearest superior percentile). The applicable LIBOR interest rate will be the one
valid on the date that coincides with the first of the two (2) Working Days preceding the respective Period of Interests, rounded
upwards to the nearest number to 1/100 of one percent.



 


If for any reason the LIBOR interest
rate of ninety (90) days ceases to be available or were not provided by the BBA- or the competent entity at that moment- and published
by the informative system REUTERS, or by default by the Bloomberg Financial Markets Service, on the date of determining the interest
rate, the Agent will notify the Co-obligors (through DBP in their condition of representative according to what has been established
in Clause Sixteenth), and, in its place will determine the LIBOR rate at the date and hour of determination of the interest rate
previously mentioned: (a) calculating the arithmetic average (rounding it upwards, in case it were necessary, to 1/16 of 1% or
its decimal equivalent) of such interest rates being offered for the deposits in euro/dollars in the inter-banking market of euro/dollars
for four (4) of the main commercial banks selected by the Lenders, for amounts equivalent to the balance of capital outstanding
of payment on the Loan, and on the expiration of the Period of Interests that corresponds.


 


In case the LIBOR rate of ninety
(90) days or, if it were the case, the interest rate determined by the Agent, in accordance to what has been established in the
preceding paragraphs, were equal to zero or minor to zero, the LIBOR rate of ninety (90) days or the interest rate determined by
the Agent, applicable to the respective Period of Interests, will be equal to zero (0).


 


Only for the
effects of this definition, the term “Working Days” will be understood as those days in which the banks in London,
England, offer deposits in dollars to the principal banks of the inter-banking market in such location.


 


The Agent will communicate in
writing to the Co-obligors the LIBOR interest rate, at the latest within two (2) Working Days following the date of initiation
of the respective Period of Interests.


 


		1.1.76.	Most of the Banks: means one or more Banks that own over 50% of the Amount Outstanding of
being amortized. In case there were not any Amount Outstanding of Being Amortized, but there was another obligation derived from
the Loan Documents outstanding of payment, it means that one or more Banks representing over 50% of all the Disbursements.



 


		1.1.77.	México: refers to the United States of Mexico.



 


		1.1.78.	Loan Amount: is the maximum amount of the Loan of US$ 100’000,000.00 (one hundred
million and 00/100 dollars).



 




    	 	12



     


    

 


		1.1.79.	NIIFs: are the International Norms of Financial Information, as they are applicable in each
jurisdiction, with the exception of Mexico.



 


		1.1.80.	Applicable Norms: are the validly legal norms in effect in the Republic of Peru, in the
Province of Ontario, Canada, and in Mexico, as they correspond to each Co-obligor.



 


		1.1.81.	Financial Obligations: are the obligations detailed in Numeral 9.3 of the Loan.



 


		1.1.82.	Guaranteed Obligations: are the obligations derived from this Contract and the other Loan
Documents, including the principal, the interests, commissions, expenses, and any other concepts, which at all times will be backed
by the Specific Guarantees.



 


		1.1.83.	Promissory Notes: is/are the promissory note(s) issued by the Co-obligors to the order of
BCP, and, it is the case, to the order of each of the other Banks, to represent the obligations under this Contract derived from
the Loan. Each Promissory Note and its corresponding instructions with which they will be filled out will be issued in accordance
with Annex 1.1.83.



 


		1.1.84.	Parties: are the Banks and the Co-obligors together.



 


		1.1.85.	Period of Availability: is the period during which the Co-obligors will be able to request
(through DBP as their representative according to Clause Sixteenth) the Disbursements to the Agent. Such period will begin on the
Closing Date and will end: (i) two (2) years after the Closing Date; or (ii) on the date in which the total amount of the Loan
has been disbursed, whichever occurs first.



 


		1.1.86.	Period of Grace: is the period of two (2) years computed from the Closing Date, during which
the Co-obligors are exonerated from amortizing the principal, and therefore, are obliged to pay only the corresponding interests.



 


		1.1.87.	Period of Interests: is the period of three (3) months in which the interests to be paid
according to the Payment Schedule will be determined, it begins on a Payment Date (other than the first Period of Interests that
begins on the Closing Date) and ends the day immediately following the Payment Date, and that way successively.



 


		1.1.88.	Person: refers to any natural or legally and commercially constituted person.



 


		1.1.89.	Mexican Collaterals: are, together, the Collaterals over the Shares, the Collateral over
the Tangible Goods DBM and Exmin, and the Collateral over the Tangible Goods Bolivar and Servicios de Minería.



 


		1.1.90.	Collateral over the Shares: means, together, the Collateral over the Bolivar Shares and
Servicios de Minería, and the Collateral over the DBM and Exmin Shares.



 




    	 	13



     


    

 


		1.1.91	Collateral over the Bolivar Shares and Servicios de Minería: is the collateral over
the Bolivar Shares and over the Shares of Servicios de Minería, to be constituted by DBM and Exmin in favor of the Agent
within thirty (30) days following the Closing Date, subject to the Applicable Norms of Mexico, in the terms and conditions satisfactory
to the Agent.



 


		1.1.92	Collateral over the DBM and Exmin Shares: is the collateral over the DBM Shares and the
Shares of Exmin, to be constituted by SMI and DBM in favor of the Agent within thirty (30) days following the Closing Date, subject
to the Applicable Norms of Mexico, in the terms and conditions satisfactory to the Agent.



 


		1.1.93.	Collateral over the Tangible Goods DBM and Exmin: is the collateral without conveyance of
possession over all the goods, both tangible and intangible, owned by DBM and Exmin, including, without limitations, (a) the Mexican
Bank Account and any other bank accounts owned by DBM; and (b) the rights derived from the mining concessions of the mining unit
Cusi, and the mining unit Bolivar, to be constituted by DBM and Exmin thirty (30) days following the Closing Date, subject to the
Applicable Norms of Mexico, in the terms and conditions satisfactory to the Agent.



 


		1.1.94.	Collateral over the Tangible Goods Bolivar and Servicios de Minería: is the collateral
without conveyance of possession of all the goods, tangible and intangible, in Bolivar and Servicios de Minería, including
the existing bank accounts owned by said Subsidiaries in favor of the Agent thirty (30) days following the Closing Date, subject
to the Applicable Norms of Mexico, in the terms and conditions satisfactory to the Agent.



 


		1.1.95.	Voluntary Prepayments: has the meaning given to this term in Numeral 4.1.



 


		1.1.96.	Obligatory Prepayments: has the meaning given to this term in Numeral 4.2.



 


		1.1.97.	Loan: is the credit operation that BCP and, if it were the case, the Banks grant the Co-obligated
in the terms written in this Contract, up to the Loan Amount, and to whose repayment the Co-obligors are obliged to fulfill in
solidarity.



 


		1.1.98.	Coverage Index of the Debt: is the quotient that results from dividing the FCSD into the
Debt.



 


		1.1.99.	Acknowledgement of the Debt: is the document called acknowledgement of debts that DBM will
have to enter through public deed before a notary public in Mexico, in one or more times and in satisfactory terms for the Agent,
through which DBM recognizes, in their function of Co-obligors, that they are indebted for the amount of the Loan and the other
Guaranteed Obligations, and that they will grant the Banks executive action against DBM in Mexico in case payment of the Guaranteed
Obligations has been demanded in accordance with this Contract.



 


		1.1.100.	Representatives: has the meaning established in Numeral 8.21



 


		1.1.101.	Probable and Proven Reserves: are the proven and probable reserves in the mining unit Yauricocha,
according to what has been indicated in the independent audit report of said mining unit, conducted in accordance with what is
stipulated in the Canadian National Instrument 43-101, or in the report to which reference is made in Numeral 91.24, signed by
the intervening qualified person (“Qualified Person”) in representation of Corona.



 




    	 	14



     


    

 


		1.1.102.	Consolidated Debt Service: is the amount of the expenses for the corresponding interests
on the short-term and long-term debts of SMI at a consolidated level plus the amortization of the long-term Consolidated Financial
Debt, according to the consolidated financial statements of SMI.



 


		1.1.103.	Servicios de Minería: refers to the company Servicios de Minería de la Sierra
S.A. de C.V., an existing and duly constituted society in accordance with the Applicable Laws of Mexico.



 


		1.1.104.	SMI: refers to Sierra Metals Inc., an existing and duly constituted society in accordance
with the Applicable Laws of the Province of Ontario, in Canada.



 


		1.1.105.	SMV: refers to the Superintendence of the Exchange Market in Peru.



 


		1.1.106.	Soles: is the legal currency of the Republic of Peru.



 


		1.1.107.	Request of Disbursement: is each of the requests of disbursements that will be sent the
Co-obligors (through DBP as their representative in accordance with the Clause Sixteenth) to the Agent, according to Annex 1.1.107,
for the realization of the DBP Disbursement and the SMI Disbursement. The Parties agree that (a) the DBP Disbursement will be carried
out exclusively with the BCP in one or more opportunities and will not exceed, integrally, over US$ 70’000,000.00 (seventy
million and 00/100 dollars), while the (ii) SMI Disbursement will be done in one or more opportunities, and up to the amount available
to complete the Loan Amount. The total aggregated amount of the Disbursements will not exceed the Loan Amount.



 


		1.1.108.	Subsidiary: in respect to a legal entity, is (i) every legal entity whose representative
shares of the social capital or social participations owns all or a percentage over 50% (fifty percent), either directly or through
another Subsidiary, and (ii) every legal entity over which Effective Control is exercised, as well as the Subsidiaries of the latter.



 


		1.1.109.	Existing Subsidiaries: are Corona, Exmin, Bolívar, and Servicios de Minería
together.



 


		1.1.110.	Compensatory Interest Rate: is the compensatory interest rate applicable to the Loan, which
will be equal to LIBOR + 3.15%.



 


		1.1.111.	Moratorium Interest Rate: is the moratorium interest rate applicable to the Loan in accordance
with Numeral 11.1. The Moratorium Interest Rate is applied in addition to the Compensatory interest Rate, and it will be equal
to 2% annual nominal.



 


		1.1.112.	Exchange Rate: means the exchange rate to be used in Canada and/or Mexico, in case it is
necessary, to convert the amounts to be paid to the Banks by SMI or by DBM, respectively, from Canadian to US dollars (in the case
of SMI) or from Mexican pesos to dollars (in the case of DBM).



 




    	 	15



     


    

 


		1.1.113.	Taxes: are the taxes, rates, contributions, or retentions of any type or nature, including
those of welfare taxes, profit taxes, foreign profit taxes, IGV, sales taxes, among others, raised, collected, or retained by any
Governmental Authority in any jurisdiction that has powers to impose taxes in accordance to the Applicable Norms.



 


		1.1.114.	Bolivar Mining Unit: polymetallic mine located in the district of Piedras Verdes, Chihuahua,
México, whose concessions are owned by DBM, and whose processing plant of production is owned by Exmin.



 


		1.1.115.	Cusi Mining Unit: polymetallic mine located in the district of Cusihuiriachic, Chihuahua,
México, owned by DBM.



 


		1.1.116.	Yauricocha Mining Unit: is (i) the mining concession denominated “Accumulation Yauricocha”,
owned by Corona, located in the districts of de Tomás, Alis y Laraos, province of Yauyos, department of Lima; and (ii) the
concession called “Yauricocha-Chumpe”, identified with code P 1100383, and located in the district of Alis, province
of Yauyos, department of Lima.



 


		1.2.	Other than expressly indicated otherwise, or the context so requires it, in the interpretation
of this Contract the following rules should be observed:



 


		(a)	Singular includes plural and vice versa.



 


		(b)	The reference to any gender includes the other gender.



 


		(c)	The reference to any contract (including this Contract and its Annexes), document or instrument,
is understood pertinent to said contract, document, or instrument, as it can be modified, reformulated, complemented, or replaced
in time, in accordance with the terms contained in each of them.



 


		(d)	The reference to any norm (be it international, of constitutional rank, legal or regulatory) is
understood to said norm, as it can be modified, reformulated, complemented, or replaced in time, in accordance with the terms contained
in each of them.



 


		(e)	Unless the opposite is understood from context, the reference to any “Numeral”, “Article”,
“Section”, “Clause”, or “Annex” will mean such “Numeral”, “Article”,
“Section”, “Clause”, or “Annex” of this Contract.



 


		(f)	“Including” (and, therefore, “includes”, or “inclusive”) means
that it covers what is indicated following that term, but without limiting the general description that precedes the use of said
term.



 


		(g)	Any enumeration or list of concepts where we use the disjunctive conjunction “or”,
(in Spanish “o” or “u”), includes one or all the elements of such enumeration or list.



 


		(h)	Any enumeration or list of concepts where we use the copulative conjunction “and” (in
Spanish “y” or “e”), includes one or all the elements of such enumeration or list.



 




    	 	16



     


    

 


		(i)	The headings and titles used in each Clause have the sole purpose of being referential and have
no effect whatsoever in the interpretation of the contents and scope of this Contract.



 


		(j)	Any reference to “Party” or “Parties” in this Contract must be understood
effected to one Party or the Parties of this Contract, or their respective assignees, whichever the case.



 


		(k)	All accounting terms not specifically defined in this Contract will be interpreted in accordance
with what has been established in the NIIF.



 


		(l)	It is stated that insofar there is not a plurality of Banks and the BCP bears simultaneously the
assertion of only Bank, administrative agent, and agent of guarantees, the BCP will be able to act in their own favor and right
as only owner of each of the rights and attributions that correspond to the Banks and the Agent (in the category of administrative
agent or agent of guarantees), in accordance to what has been stipulated in this Contract and in the contracts of guarantees.



 


		(m)	To the effects of this Contract, the term “reasonable” or “reasonably”
must be interpreted having in consideration the characteristics of each of the Parties and the Society in the situation or context
in which said terms become applicable.



 


Second: General Conditions of the Loan


 


		2.1.	Object of the Contract.



 


		2.1.1.	By means of this Contract the terms applicable to the Loan are hereby established.



 


		2.1.2.	That is, subject to the compliance of the conditions established in Clause Sixth, the BCP and the
Banks (if applicable) agree to carry out the Disbursements, which will occur upon the request of the Co-obligated (through DBP
as their representative in accordance with the Clause Sixteenth) during the Period of Availability, as detailed in the respective
Requests for Disbursement.



 


The Co-obligors
assume in solidarity among themselves all and each of the obligations derived from this Contract, and any other Loan Document,
including, without limitations, the obligation of outstanding payment amounts to the Banks under this Contract or any other Loan
Document, as well as any cost or expense in connection with the collection of the Loan and with the execution of the Specific Guarantees.


 


		2.2	Disbursement Requests



 


		2.2.1	The Disbursement Requests must be submitted by the Co-obligors (through DBP as their representative
according to what is established in Clause Sixteenth) to the Agent, within the Availability Period, and no less of two (2) scheduled
working days for the first Disbursement corresponding the DBP Disbursement and less than three (3) scheduled working days for the
subsequent Disbursements, detailing the amount of the Loan to be paid out. A Disbursement Request presented to the Agent after
16:00 hours (Lima, Peru time) of a certain day, deemed to be submitted immediately the following working day.



 




    	 	17



     


    

 


		2.2.2	The Disbursement Requests that are not submitted to the Agent in accordance with the terms and
conditions established in this Clause will be taken as not submitted, and therefore will not generate any obligation for the BCP
or the other Banks, if applicable.



 


		2.2.3	Both Parties state that the Disbursement Requests will be irrevocable and legally binding for the
Co-obligors. Accordingly, the Co-obligors will jointly indemnify the BCP and other Banks (if any) against any damage and/or detriment
that could have resulted in the implementation of any changes requested by the Co-obligors in the instructions contained in the
corresponding Disbursement Request, including the allocation of total or partial installment amounts to the Co-obligors of such
Disbursement Requests.



 


		2.2.4	For the DBP Disbursement the Co-obligors (through DBP as their representative, according to what
has been established in Clause Sixteenth), in the appropriate opportunity, will hand the Agent a letter of instructions so that
such Disbursement funds are allocated directly to the uses of the Loan, as stated in Clause 2.5.5.



 


		2.3	Procedure for Disbursements



 


		2.3.1	Once Disbursement Request has been received within the time frame of the Availability Period, and
provided the conditions of fulfillment have been previously verified precedent to each Disbursement, the Agent will, within the
following Working Day of having received the corresponding Disbursement Request, inform each Bank, indicating: (i) that the precedent
conditions have been fulfilled for the corresponding Disbursement; (ii) the amount of the Disbursement that corresponds to each
Bank; (iii) if it is the case, the Co-obligors to whom the Disbursement has been considered in their favor, according to the instructions
contained in the application for Disbursement; (iv) the date of Disbursement; and (v) the bank accounts where the amount of the
Disbursement will be deposited.



 


		2.3.2	Before 11:00 hours (Lima time) of the corresponding Disbursement Date indicated in the Disbursement
Request, and provided that the precedent conditions established in the Sixth Clause of the present Contract, depending on the case,
have been met, each one of the Banks will make an effective Disbursement of the correspondingly proportional part, in immediately
available funds, and in the account provided by the Agent in accordance with the previous paragraph 2.3.1. All funds deposits corresponding
to the Disbursement will be carried out by each of the Banks in Dollars.



  




    	 	18



     


    

 


Once the deposit has been made
by each of the Banks, these will hand the Agent, on the respective Disbursement Date, a corresponding Disbursement certificate
carried out in the indicated account, in accordance with the previous paragraph 2.3.1.


 


		2.3.3	If the Agent becomes aware that a Bank has not effectively transferred the amount that corresponds,
the Agent will notify this to the Co-obligors (through the DBP as a representative, according to the Clause Sixteenth). If this
is the case, the right of the Co-obligors before the Bank will be unharmed in respect of the Bank not having contributed the corresponding
funds unjustifiably, releasing the other banks and/or Agent of any obligation or liability toward the Co-obligors on account of
that fact.



 


Once the funds
that have been disbursed by the banks have been received, the Agent will transfer the funds to the accounts that have been indicated
by the Co-obligors (through the DBP as representative pursuant to Clause Sixteenth) in the respective Disbursement Request.


 


		2.3.4	The loan will be awarded for each of the Banks according to their respective commitments of Disbursement.
The obligations of the banks are carried out jointly responsibly, and none of the Banks is responsible for the Disbursement Commitments,
or any other obligation corresponding to another one of the Banks.



 


The sum
of the Loan Disbursements may not exceed at any time and under any circumstances the Loan Amount.


 


Each of
the Banks shall be liable only up to the amount of their respective Disbursement Commitment.


 


		2.4	Promissory notes.



 


The obligations of the Co-obligors before
the Banks derived from the Loan will be represented through the issuance and presentation, in the first Disbursement Date, of one
or more Promissory Notes issued to the order of BCP and, if applicable, of each of the other Banks along with their respective
filling instructions, properly signed by each of the Co-obligors, according to the following:


 


		(i)	The Promissory Note (s) will be issued incompletely under the protection of Article 10 of the Law
# 27287, Securities Law, and as the format of Annex 1.1.83. The date of issuance of the (of the) Note (s) will be the first
Date of the Disbursement.



 


		(ii)	The incomplete Promissory Note(s) in respect to the amount to be filled out by the Bank in each
Promissory Note will be consigned in the liquidation of the debtor balance owed to such bank determined by the BCP in their condition
of Agent and will cover the principal, the compensatory interests, the moratorium interests, expenses, and Commissions that are
demanded and outstanding of payment, as well as the penalties owed to BCP in respect to the Loan. The Promissory Notes will expire
on the dates in which BCP issues the indicated balance owed.



 




    	 	19



     


    

 


To these effects, the Co-obligors
authorize the BCP or the Banks to complete, on their behalf, the Promissory Note(s) in light of an Event of Noncompliance/Default
under what has been stipulated in this Contract which originates the resolution and/or acceleration of the terms of the Loan in
accordance with Clause Eleventh. It is stated that the BCP or the Banks will be able to complete the Promissory Note(s) themselves
with the amounts owed, whether such amounts originate in the Disbursement DBP or in the Disbursement SMI.


 


		(iii)	The Co-obligors accept that, from the due date of the Promissory Notes until their full payment,
the amount owed under the Promissory Notes issued will accrue interests at the Compensatory Interest Rate and at the Moratorium
Interest Rate.



 


		(iv)	The amount owed jointly by the Co-obligors under the promissory notes will be necessarily paid
in dollars, as stated in the Seventh Clause.



 


		(v)	The Promissory Notes will be issued with the clause "without protest', without prejudice of
which the BCP may protest, thus having the Co-obligors to assume the costs of such diligence.



 


		(vi)	A copy of the Promissory Note, duly numbered, will be handed to each Co-obligor and the respective
delivery will be recorded, as well as the numbers assigned to the Promissory Notes, in a reception log.



 


		(vii)	The Parties expressly agree that the delivery or issuance of the Promissory Notes in no case eliminates
the primary obligation, even when the BCP is responsible for the harming or indisposition of the Promissory Notes; which constitutes
a pact in contrary to the provisions of article 1233 of the Civil Code.



 


		(viii)	In accordance with the provisions of article 1279 ° of the Civil Code, the issuance, renewal
or another accessory change in the Promissory Notes, including their replacement or substitution by other similar documents, shall
not constitute a novation of the obligations established in the present Contract. Similarly, such issuance, renewal or replacement
does not suspend the actions derived from this Contract, constituting this clause expressly covenant in contrary of the provisions
written in the last paragraph of article 1233 of the Civil Code.



 


		(ix)	The Co-obligors will be required to issue a new Promissory Note, duly signed by all of them in
favor of each Authorized Assignee, if the BCP requires so. In that case, the references in this provision given to the BCP are
understood to be also applicable to the corresponding Authorized Assignees.



 




    	 	20



     


    

 


		(x)	The Promissory Notes may only be transferred on behalf of an Authorized Assignee (or a third party
who does not qualify as Authorized Assignee, as regulated in Numeral 18.5) in the event that the Banks carry out a cession of compliance
in accordance with the Eighteenth Clause of the present Contract.



 


		2.5	The Loan Applications/Allocations.



 


The amount of the loan will be used only
as follows:


 


DBP Disbursement:


 


2.5.1 To pay part of the outstanding
balance of DBM for the Corona debt, amounting to a total of US $ 8'000, 000.00 (eight million and 00/100 dollars);


 


2.5.2 To pay DBM debts related
to funding received from third parties and the acquisition of royalties amounting to a total of US $ 2'200,000.00 (two million
two hundred thousand and 00/100 dollars);


 


2.5.3 To finance the CAPEX
from DBM, Exmin, Mining Services and Bolivar, for an aggregated amount of US $ 2'800,000.00 (two million eight hundred thousand
and 00/100 dollars); and


 


2.5.4 For corporate uses of
SMI, for an amount of up to US $ 8'400,000.00 (eight million four hundred thousand and 00/100 dollars).


 


2.5.5 To pay the outstanding
balance of the debt of DBP owed to BCP derived from: (a) the loan agreement, whose integral modification was registered August
4, 2015, with a balance of outstanding capital in the sum of $ 33'000,000.00 (thirty-three million and 00/100 Dollars); (b) the
credit line granted by BCP to DBP in August 2017 with a capital of US $ 15'000, 000.00 balance to DBP (fifteen million and 00/100
dollars); and (c) the interest accrued and unpaid of $600,000.00 (six hundred thousand and 00/100 dollars) and, if applicable,
the costs of breaching the financing of (a) and (b), the amount of which will be confirmed by the Agent. In the event that the
interest accrued under the literal (c) were less than $600,000.00 (six hundred thousand and 00/100 dollars), the disbursed balance
of DBP Disbursement will be of free availability for BPD.


 


SMI Disbursement:


 


2.5.6 To finance the CAPEX
of DBM, Exmin, Mining Services and Bolivar, for an aggregated amount of US $ 17'200,000.00 (seventeen million two hundred thousand
and 00/100 dollars);


 


2.5.7 To pay the remainder
of the DBM debt contracted for Corona, amounting to a total of US $ 11'600, 000.00 (eleven million six hundred thousand and 00/100
dollars); and


 




    	 	21



     


    

 


2.5.8 For corporate uses of
SMI, for an amount of up to US $ 1'200,000.00 (one million two hundred thousand and 00/100 dollars).


 


Third: Loan Payment. 


 


		3.1	Payment terms



 


The term of the Loan is six (6) years from
the Closing Date. Loan payments will take place as the Payment Dates have been established in the Payment Schedule, being the first
and the second year the Grace Period, counted from the Closing Date. The amortization of the principal will be realized in sixteen
(16) equal quarterly payments plus compensatory interests beginning on the third month from the end of the Grace Period, according
to the Payment Schedule.


 


		3.2	Payment Procedure



 


3.2.1. For the payment of the
Loan, the Co-obligors will see that the Agent has sufficient funds available to meet payments which, under this agreement, correspond
to be realized in respect to the capital, the interests, and all the other concepts derived from the Loan, pursuant to the provisions
of this Contract, at the latest at 10:00 hours (Lima Time, in Peru) of each Payment Date, in readily available funds and by means
of its deposit in the Payment Account. Any sum received by the Agent after 10:00 am (Lima time) shall be received the following
Working Day; and, therefore, it shall accrue compensatory interest and moratorium interest in favor of the Banks at the Rate of
Compensatory Interest and Moratorium Interest Rate.


 


In case the Agent receives
a partial payment from the Co-obligors of the Loan amount that corresponds to be paid at a Payment Date, the acceptance by the
Agent of such partial payment will imply automatically a reserve on the right of the Agent that can be exercised against the Co-obligors
that had carried out the partial payment in respect to the payment of the balance. This provision constitutes the reserve referred
in article 1202° of the Civil Code.


 


3.2.2. The Co-obligors authorize
expressly and irrevocably the Agent and the Banks to carry out the charge of all the amounts owed and due under the present Contract,
in any of the accounts of the Co-obligors, in any of the offices and Bank branches of the Agent in Peru or abroad, or of any funds,
deposits or securities in any currency they have in their possession or to be credited, without prior authorization or subsequent
compliance, in the opportunity they consider convenient and recognize that this right extends to the full amount owed under the
present Contract.


 


3.2.3. The agent and any of
the banks are also authorized by the Co-obligors, expressly and irrevocably, to retain and allocate for the amortization and/or
full payment of the debts due under the present Contract, under the same rules written in the preceding numeral above, any property
or value of a financial nature, such as certificates of deposit or similar instruments, which for any reason the Agent or any of
the Banks have in their possession.


 




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3.2.4. The Agent should consider
at all times that all banks have the same rights and that the only differences that could arise for the treatment of payment between
Banks for their involvement in the Loan are those related to the sums which correspond to each as payment of principal or interests,
as a result of their prorated participation in the Loan, depending on the Amounts Pending of amortization corresponding to each
Bank.


 


3.2.5. In the event that any
of the Banks obtains a payment for the Loan in a form other than what has been established in this Contract (whether such payment
is voluntary or involuntary, or through the exercise of the right to compensation, or in any other way in which a payment related
to the Loan, is received individually by any of the Banks), the Bank will hand over the payments obtained this way to the Agent
so the Agent distributes it equally (pari passu) among all Banks, in proportion to the Amount Pending amortization corresponding
to each Bank.


 


3.2.6. The agent will allocate
any amount received from the Co-obligors observing the following priorities:


 


		(i)	to the outstanding reimbursement payments;



 


		(ii)	to the payment of Commissions in accordance with this agreement;



 


		(iii)	to the payment of default interest accrued and unpaid;



 


		(iv)	to the payment of moratorium interest accrued and unpaid;



 


		(v)	to the payment of capital in the overdue Installments of the Loan; and, if applicable,



 


		(vi)	to the payment of the Installments of the Loan to be due, in light of any prepayment or acceleration
of the Loan.



 


3.2.7. The Banks will have the
right to compensate any obligations that are in favor of any of the Co-obligors against the due and unpaid obligations which are
the responsibility of the latter.


 


Fourth: Voluntary and Mandatory
Prepayments 


 


		4.1	Voluntary Prepayment



 


The Loan will be paid in the Payment Dates
indicated in the Payment Schedule, in accordance with Numeral 3.1. However, the Co-obligors (acting jointly represented by BPD
according to the Sixteenth Clause) may realize voluntarily prepayment of the Loan ("Voluntary Prepayments"), in whole
or in part, provided the following conditions are met:


 




    	 	23



     


    

 


4.1.1. That the Voluntary
Prepayment is for no less than US $ 5'000, 000.00 (five million and 00/100 dollars). Any amount above this amount must be
paid in whole multiples of US $ 1'000, 000.00 (one million and 00/100 dollars);


 


4.1.2. That the
Co-obligors pay all costs or expenses foreseen in the Loan Documents incurred by the Banks as a result of the Voluntary
Prepayment (being jointly and severally obliged to such payment);


 


4.1.3. That the Voluntary
Pre-payment is made on a Payment Date, or that, if made on a different date, the Co-obligors pay the Breach of Funds
Commission; and


 


4.1.4. In case the
Co-obligors make a partial Voluntary Prepayment, this will be applied to the amortization of the outstanding principal of the
Loan and will cause that all other outstanding fees be recalculated without variations in the Payment Dates set out in the
Payment Schedule, as indicated in Numeral 4.3.4 of this Contract.


 


Mandatory Prepayment


 


The Loan will be paid on the Payment Dates
as listed in the Schedule of Payments, in accordance with Numeral 3.1. However, the Co-obligors must make a Loan pre-payment ("Mandatory
Prepayment") if SMI carries out dividend distributions during the Grace Period. The amount to be prepaid will be of up
to the amount of such Dividends Distribution.


 


Prepayment Procedure 


 


The procedure to carry out any voluntary
pre-payment or mandatory pre-payment shall be as follows:


 


4.3.1. The Co-obligors
(acting jointly represented by BPD according to the Sixteenth Clause) will send the Agent a written communication with
irrevocable character with, at least, five (5) Working Days in advance of the prepayment scheduled date, indicating that they
will proceed to make a prepayment, the amount of the prepayment and the Payment Date in which said prepayment will be carried
out.


 


Once received the communication
indicated in the preceding paragraph, the Agent will transfer to the banks of such communication and will proceed to liquidate
the amount to prepay. In the aforementioned settlement the amount of the capital, the interest accrued up to the date scheduled
for the prepayment, and costs generated by such prepayment, and the Breach of Funding Commission should be included, if applicable.


 


4.3.2. The Agent will notify
the Co-obligors about the settlement of the amount to prepay, in advance, not less than three (3) Working Days to the Payment Date
expected for the prepayment.


 




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4.3.3. The Co-obligors will
pay the amount designated in the settlement on the Payment Date indicated for the pre-payment, following the procedure established
in the Numeral 3.2, in what would be applicable.


 


4.3.4. In case of a partial
prepayment, it shall be applied in the following order:


 


		(i)	to pay the expenses generated by the prepayment;



 


		(ii)	to pay the Breach Funding Commission, if applicable; and



 


		(iii)	to reduce the principal of the Installments, so that every prepayment is applied to all the installments
of the principal of the Loan.



 


4.3.5. Only in the case in
which a prepayment is made on a date that is not a Payment Date, the Co-obligors must pay the Breach Funding Commission.


 


Fifth: Compensatory and Moratorium Interests



 


In addition to the Loan Payment, the Co-obligors
are jointly liable and obligated to pay compensatory interest, as well as moratorium interest accrued, if applicable.


 


		5.1	Compensatory interest.



 


5.1.1.The Pending Amortization
Amount will accrue compensatory interests at the Compensatory Interest Rate, to be applied to capital due balances under this section.


 


5.1.2.The compensatory interests
shall be paid in addition to any reimbursement for expenses, commissions, services and taxes that may exist.


 


5.1.3.The compensatory interests
shall be calculated for overdue Period of Interest and will be paid on each Payment Date.


 


5.1.4. For the computation
of interest payable on each Payment Date the year of three hundred sixty (360) days will be used, and the number of days actually
elapsed will be considered.


 


		5.2	Moratorium Interest.



 


5.2.1. Failure to comply by
the Co-obligors with payment of the Installments in their respective Payment Date, or of any other amount owed to the Banks by
any concept, payable at the opportunity that corresponds under this Contract, will generate the joint obligation of the Co-obligors
to pay, as long as the noncompliance of the payment had not been remedied when it corresponded, in addition to the agreed compensatory
interest, past-due interests in agreement with the moratorium Interest Rate, as well as any other additional concepts agreed on,
plus reimbursements for expenses, accrued and payable Commissions, services and Taxes that may exist.


 




    	 	25



     


    

 


5.2.2. For the purposes of
the provisions of the preceding Numeral and in accordance with the provisions of item 1 of article 1333o of the Civil Code,
the Co-obligors will incur automatically in default without any requirements or any summons.


 


Sixth: Precedent Conditions


 


		6.1	Conditions precedent to the Closing Date - It
is a condition for the verification of the Closing Date that the following conditions have been met to the satisfaction of the
Agent:



 


6.1.1. Substantially Adverse
Effect or Substantially Adverse Event – That a Substantially Adverse Effect or a Substantially Adverse Event has not
happened.


 


6.1.2. Due
Diligence - That a legal and financial due diligence of SMI, DBP and Corona. has been satisfactorily completed, at the
reasonable criteria of BCP and the Banks, as it corresponds.


 


6.1.3.Lack of Processes
or Litigation – That the Co-obligors and the Existing Subsidiaries do not have pending litigations, investigations, or
judicial, arbitral or administrative proceedings of any governmental authority that could: (i) affect directly the possibility
of fulfilling the obligations of the Co-Obligated and, if applicable, of the existing subsidiaries under the Loan Documents; (ii)
affect the validity, legality or enforceability of any of the Loan Documents; and/or (iii) could reasonably have a Substantially
Adverse Effect.


 


6.1.4. Authorizations
- That the Co-obligors and the Existing Subsidiaries, as the case may be, have obtained all the concessions, authorizations, licenses,
permissions and material rights necessary and applicable for the commercial activity that each one of them carries out, and that
they are valid.


 


6.1.5. Loan Documents and
Powers. -That: (i) the Co-obligors have signed the minutes and public deed corresponding to the present Loan Contract; (ii)
the existence and validity of the powers of the legal representatives of the Co-obligors have been accredited, and that such powers
have been registered or submitted to competent public records for their registration, and any other pertinent corporate authorization
in respect to the representatives empowered to that effect, which must be kept fully in force and valid on the date of disbursement;
(iii) the minutes and deeds of the Contracts of Guarantees corresponding to the Peruvian Guarantees have been entered, as well
as those related to the Irrevocable Powers of the Peruvian Guarantees, and that the existence and validity of the powers of the
legal representatives of all the Constituents of the Peruvian Guarantees and the parties that intervene in the Contracts of Guarantees
corresponding to the Peruvian Guarantees have been accredited, as well as of the legal representatives of the grantors of the irrevocable
powers related to the Peruvian Guarantees, to the satisfaction of the Agent, and these powers have been registered or submitted
to the public records office for registration; and (iv) DBM has presented before the Closing Date to BCP the settlement letters
validly endorsed by the Trust of Mining Fostering (“FIFOMI”) and by Metagri S.A. de C.V., in which it is stated that
DBM has paid in full the outstanding balances of the financings granted by such entities.


 




    	 	26



     


    

 


6.1.6. Financial Statements
- That the Agent has received to their satisfaction individual annual audited financial statements as of 31 December 2017 and statements
of position as of the last quarter, of DBP, prepared in accordance with the Norms NIFF, and DBM, written according to the applicable
accounting standards in Mexico, to the satisfaction of the Agent. Also, that SMI has submitted to the Agent their consolidated
financial position as of 30 September 2018, as well as the audited consolidated financial statements as of 31 December 2017, prepared
in accordance with IFRS, to the satisfaction of the Agent.


 


6.1.7. Insurance coverage
– That the Co-obligors have contracted the insurance policies that are listed in the Annex 6.1.7 and that these are
currently ongoing.


 


6.1.8. Payment of Commissions
and Costs -That the Co-obligors have fulfilled in giving the Structurer and the Agent the amount corresponding to the payment
of all fees, penalties, expenses and any other amount owed to which they are obliged by virtue to the Loan Contract and to be paid
on the Closing Date.


 


		6.2	Conditions Precedent to DBP Disbursement –
It is a condition that for any Disbursement that corresponds to the DBP Disbursement, the following conditions have been met to
the satisfaction of the Agent:



 


6.2.1. Fulfilment of Obligations
– That the Co-Obligors and the existing subsidiaries are in compliance with all obligations mandated and written in the Loan
Contract and the other documents of the loan entered on the Closing Date, and that the Co-obligors complied with the payment of
all commissions, expenses (including, but not limited to, legal advice of the Agent) and taxes which they are obliged in virtue
of this Contract, including the payment of the Commission for the Structuring; as well as any other amount owed that is required
pursuant to the loan agreement and to be paid on each payment date, as appropriate. For this purpose, at the request of any payment
that corresponds to the DBP disbursement, the Co-obligors will give the agent a certificate signed by their respective General
Manager (or official with equivalent status in accordance with applicable standards of each Co-obligors), in accordance with the
form attached as Annex 6.2.1, declaring that the Co-obligors and the existing subsidiaries are complying and faithfully
observing the obligations that have been assumed or established with respect to them pursuant to the present contract and the other
loan documents of which they are part of.


 




    	 	27



     


    

 


6.2.2. Absence of any Event
of Noncompliance/Default – That an Event of Noncompliance/Default has not been produced under this agreement whatsoever,
neither with the other Loan Documents entered on the Closing Date, or a fact or event that only over the passing of time in respect
to the sending of a notification or reasonably both, make for a Noncompliance Event, which should be recorded in the format contained
in Annex 6.2.1.


 


6.2.3. Statements and Assertions
– That the statements and assertions made by the Co-obligors in this Contract remain true, valid and in force, in all material
respects. For these purposes, the Co-obligors must provide the agent a statement according to the format contained in Annex
6.2.1.


 


6.2.4. Disbursement Request
- That the Co-obligors (acting represented by DBP according to Clause Sixteenth) have submitted the request for Disbursement for
any Disbursement that corresponds to the DBP disbursement no less than two (2) Working Days in advance to the proposed first Disbursement
Date and no less than three (3) Working Days of the following Disbursement Dates proposed, detailing the amount to be paid, which
shall not exceed the amount of US $ 70,000,000.00, and, if so, instructing the agent to execute the banking operations to comply
with the loan applications that must be met with the DBP Disbursement as provided in Numerals 2.5.1 to 2.5.5 of the Fifth Clause
of the present Contract.


 


6.2.5. Promissory Notes
- That the Co-obligors have given the Agent in the first Disbursement Date the Promissory Note(s) and the instructions for filling
it (them), duly entered by the authorized representatives of each Co-obligor.


 


6.2.6. Authorizations
- That the Co-obligors and the Existing Subsidiaries, as the case may be, have obtained and have all concessions, authorizations,
licenses, permissions and rights that are required, applicable to their corresponding activities, valid; and whose absence is likely
to result in a substantially adverse effect, which will be recorded in the certificate whose format is attached as Annex 6.2.1.


 


6.2.7. Substantially Adverse
Effect or Substantially Adverse Event - That a Substantially Adverse Effect or a Substantially Adverse Event has not occurred.


 


6.2.8. Peruvian Guarantees
- For the first Disbursement that corresponds to the DBP Disbursement, that the Peruvian Guarantees (except for - only in the case
of the first Disbursement – the Movable Asset Guarantee over the Corona Shares, which will be presented to, and registered
in Cavali within the time frame presented in the referred Contract) have been submitted for registration in the Registry for Contracts
of Movable Guarantees of the National Superintendence of the Public Records Office, and that the Movable Asset Guarantee over the
DBP Shares has been annotated in the registry of Shares of DBP, and in the certificates of shares issued by DBP in favor of SMI
and DBM. The Co-obligors will hand the Agent on, or before the first date of Disbursement (i) a certified and notarized copy of
the registration of the Movable Asset Guarantee over the Shares DBP in the registry of shares of DBP, and (ii) a certified copy
of the share certificates issued by DBP in favor of SMI and DBM in which the Movable Asset Guarantee over the Shares DBP is annotated.


 




    	 	28



     


    

 


Through this Contract, BCP,
in their condition of creditor of the financing operations that DBP has validly with BCP, expressly consents that DBP constitutes
Movable Asset Guarantee over the Corona Shares and Movable Asset Guarantee over the DBP Dividends Account, as well as DBP assuming
the condition of Co-obligors in accordance with the terms of this agreement and the other Loan Documents.


 


6.2.9. Instructions for
the Distributions of Dividends - The Co-obligors must have submitted to BPD, DBM and the Existing Subsidiaries, depending on
the case, irrevocable instructions so that any Distributions of Dividends which they will receive are deposited in the corresponding
Taxable Peruvian Bank Accounts.


 


6.2.10. Legal Opinions
- For the first Disbursement that is part of the DBP Disbursement, that the Agent will have received the legal opinions of Payet,
Rey, Cauvi, Perez Attorneys at Law (Peruvian lawyers of the Co-Obligors), of SG Abogados (Mexican lawyers of the Abogados (Mexican
Banks of the Structurer) and Gowling WLG (Canadian Law firm for the Structurer and the Banks), satisfactory in content and form
to the Agent.


 


6.2.11. Intercompany Debts
– That the Parties of any contract that generates financial obligations between the Co-obligors, between the Co-obligors
and the Existing Subsidiaries, or between the Existing Subsidiaries, have entered subordination agreements of such obligations
to the obligations derived from the Loan, in the terms contained in the Annex 6.2.11.


 


		6.3.	Conditions precedent to the SMI Disbursement –
It is a condition that for any Disbursement that corresponds to the SMI Disbursement, the following conditions have been met to
the satisfaction of the Agent:



 


6.3.1. Fulfilment of Obligations.
– That the Co-obligors and the Existing Subsidiaries are in compliance with all the obligations established in the Loan Contract
and in the other Loan Documents entered on the Closing Date or before the Disbursement Date for any payment that corresponds to
the SMI Disbursement, and the Co-obligors complied with the payment of all commissions, expenses (including, but not limited to,
legal advice of the Agent) and taxes that are required under this agreement. For these purposes, to request any payment that corresponds
to the SMI Disbursement (as well as any subsequent to the second Disbursement, if it applies) the Co-obligors will give the Agent
a certificate signed by the General Manager of each of them (or an official with equivalent status according to the rules applicable
to each), according to the format attached as Annex 6.2.1, declaring that the Co-obligors and the existing subsidiaries
are complying and faithfully observing the obligations that have been assumed or established with respect to them under this Contract
and the other Loan Documents that they are part of.


 




    	 	29



     


    

 


6.3.2. Absence of any Event
of Noncompliance/Default - That there has not been an Event of Noncompliance/Default whatsoever in respect to this Contract
or the other Loan Documents entered on the Closing Date or before any Disbursement Date for any Disbursement that corresponds to
the SMI Disbursement, and that a fact or event that only during the time, the delivery of a notification, or both, has not occurred,
which would reasonably configurate an Event of Noncompliance/Default, which should be recorded in the certificate whose format
is attached as Annex 6.2.1.


 


6.3.3. Statements and Assertions
– The statements and assertions made by the Co-obligors in this Agreement remain true, valid and in force, in all material
respects. For these purposes, the Co-Obligated must provide the Agent a declaration as the model contained in the format attached
as Annex 6.2.1.


 


6.3.4. Disbursement Request
- That the Co-obligors (represented by DBP according to the Sixteenth Clause) have submitted the request for Disbursement to any
Disbursement that corresponds to the SMI Disbursement no less than three (3) Working Days in advance of the proposed date of Disbursement,
and instructing the agent to carry out banking operations to comply with the uses of the Loan which should be met with the SMI
Disbursement pursuant to Numerals 2.5.6 to 2.5.8 of the Fifth Clause of the present Contract.


 


6.3.5. Authorizations
-That the Co-obligors and the Existing Subsidiaries, as the case may be, have obtained and have all concessions, authorizations,
licenses, permissions and rights that are required, valid; and applicable to their activities and those of the existing subsidiaries,
and whose absence is likely to result in a substantially adverse effect, of which must be recorded in the certificate whose format
is attached as Annex 6.2.1.


 


6.3.6. Substantially Adverse
Effect or Substantially Adverse Event - that a Substantially Adverse Effect or a Substantially Adverse Event have not happened.


 


6.3.7. Peruvian Guarantees
- For the SMI Disbursement, the Peruvian Guarantees are duly registered in Cavali and the Registry for Contracts of Tangible Goods,
which remain in force and valid as guarantees of first and preferred rank in accordance with the Applicable Norms of the Republic
of the Peru (unless the SMI Disbursement is made prior to the payment of the obligations indicated in Numeral 2.5.5 of the Fifth
Clause, in which case the Movable Asset Guarantee and the Corona Shares will only have first and preferred rank after such payments
are carried out, and the movable asset guarantees over the shares owned by DBP in Corona are lifted and cancelled in favor of the
Agent, constituted in virtue of the contracts for movable asset guarantees on May 24, 2011 and October 13, 2017).


 




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6.3.8. Mexican Guarantees
- For the SMI Disbursement, that the Contracts of Guarantees corresponding to the Mexican Guarantees have been duly entered
by all parties and participants who must endorse them and which have been duly registered in the public records that correspond
according to the Applicable Regulations in Mexico except for the Mortgage on property in which case will require only the presentation
and admission to the Public Registry of Property that corresponds. Similarly, that the Collaterals on Shares have been annotated
in the books of registry of shares and the pledged shares representing titles have been endorsed in guarantee in favor of the Agent,
to the satisfaction of the Agent. Additionally, the Agent will have received evidence of the conclusion of agreements and/or cancellation
and/or lifting of any guarantee that endorsed the fulfilment of obligations with Fifomi, regardless that such cancellation is pending
of any public registration or other type of perfecting that for all legal purposes shall not be constitutive of the existence,
validity and enforceability of the cancellation of any such guarantees.


 


6.3.9. Canadian Guarantee
- For any Disbursement corresponding to the SMI Disbursement, that the Canadian Guarantee has been duly entered by all the Parties
and that the Parties that intervene in the procedure, and that it has been registered in the applicable records according to the
Applicable Norms in the province of Ontario, British Columbia, and of any other province of Canada in which SMI has assets, which
should constitute a lien of first rank on the personal property of SMI in Canada. Also, SMI shall obtain documents duly signed
by the Royal Bank of Canada and Xerox, respectively, showing that each of these entities has confirmed that hey hold specific guarantees
in favor of SMI, in respect to the funds and specific equipment mentioned in the corresponding existing contracts of guarantees
on the Closing Date.


 


6.3.10. Debit
Recognition – For any Disbursement corresponding to the SMI Disbursement, DBM will have signed the Debit Recognition.
Similarly, once the SMI Disbursement is completed or the Availability Period has expired, whichever occurs first, the Debit Recognition
should be updated to reflect all of the amounts disbursed under the present Contract.


 


6.3.11. Due
Diligence in Mexico - For any Disbursement corresponding to the SMI Disbursement, that the legal and accounting due diligence
of DBM, Exmin, Bolivar, and Servicios de Mineria and its results are satisfactory to the Agent, provided that the result is satisfactory
if the Agent considers that there are no contingencies that might have a Substantially Adverse Effect, without prejudice to the
provisions of the following Numeral 6.3.14.


 


6.3.12. Insurance
coverage - That the Co-obligors will have fulfilled accrediting, to the satisfaction of the Agent, that the DBM and Exmin assets
are insured with appropriate and sufficient insurance policies, according to best practices and requirements of the mining industry,
granted by international insurance companies of first level which have accredited such accreditation with a technical report prepared
by a specialist in insurance policies. The stated policies must also have been endorsed in favor of the Agent, in satisfactory
terms to the Agent.


 




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6.3.13.       Legal
Opinion - For the first Disbursement corresponding to the SMI Disbursement, that the Agent will have received legal opinions
from SG lawyers (Co-Obligated Mexican lawyers), from Denton’s (Co-obligors Canadian lawyers), from Galicia Abogados (Mexican
lawyers of the Structurer and the Banks) and from Gowling WLG (Canadian lawyers of the Structurer and the Banks ) expressing, among
other matters, the validity, legality and enforceability of Contracts Guarantee corresponding to the Mexican Guarantees and the
Canadian Guarantee, as applicable, satisfactory in content and form to the Agent.


 


6.3.14.       Contract
Addendum – That the Co-obligors will have signed an addendum to this Contract, in terms and conditions satisfactory to
the Agent, which include obligations additional to those written in this document, in case it is necessary, at the discretion of
the Agent, to reflect situations identified in the due diligence of DBM, Exmin, Bolívar and Mining Services that need to
be resolved or corrected in order to avoid the arising of a Substantially Adverse Effect.


 


		6.4	The parties agree that the Agent has the right to determine
the fulfilment of the precedent conditions referred in this Clause for purposes of allocating the funds corresponding to DBP Disbursement
and the SMI Disbursement. In case the Agent, on the basis of the criteria of reasonableness, determines that a condition has not
been fulfilled, the Agent will notify this fact to the Co-obligors (through DBP as their representative according to the Sixteenth
Clause) so that they carry out the acts designed to comply with the condition that, at the discretion of the Agent, has not been
fulfilled. If the Co-obligors do not comply with the condition referred to in the notification aforementioned within the five
(5) Working Days of the reception of such notification, then BCP and the other Banks (if any) will have no obligation to carry
out and/or responsibility for the respective Disbursement . Therefore, the rights of the Co-obligors are not limited, subsequently
and within the Availability Period, to being able to submit once again a Disbursement Request, subject to the fulfilment of the
precedent conditions written in the preceding Numerals 6.2 and 6.3 above.



 


Seventh: Currency of payment



 


		7.1	It is a condition of this Contract, and particularly with regards to the payment of capital and
compensatory interests, moratorium interests and other expenses, Commissions, services and taxes derived from the Contract, that
all payments will be made only in Dollars. For greater clarity, this stipulation constitutes what is otherwise stated in article
1237o of the Civil Code.



 


		7.2	Thus, the Co-obligors expressly state that they assume and take responsibility of any circumstance
that may exist in the future that, affecting the market changes or mechanisms to obtain Dollars, impedes or makes it more laborious
for the acquisition of such currency in accordance with the Loan Documents, forcing them to make use of any legally available exchange
mechanism, whether local or foreign to allow for the payment of all their obligations arising from the Loan Documents. The Co-obligors
expressly disclaim to invoke any difficulty of payment in Dollars and recognize that the total payment in dollars carried out for
their obligations derived from the Loan Documents will remain valid and enforceable until the Banks receive the exact Dollar amount
that corresponds to be paid in accordance with the Loan Documents.



 




    	 	32



     


    

 


		7.3	On the assumption that in the future a norm or legal disposition is enacted, which establishes
the prohibition of payment of obligations agreed in Dollars or determine the inability of the Co-obligors of converting Soles to
Dollars, Canadian dollars to Dollars, and/or Mexican pesos to Dollars, the Co-obligors must make installments in Soles (in case
of DBP), Canadian dollars (in the case of SMI) or Mexican pesos (in the case of DBM) in the amounts that were necessary so that
the Banks may acquire, at any market that is available, the amount of the payment that would correspond to receive in Dollars.



 


		7.4	Once the acquisition of Dollars has been accomplished, in respect to the payments in Soles, Canadian
dollars, Mexican pesos or other currency of legal tender in Peru, Canada, or Mexico, carried out by the Co-obligors, the Agent
will proceed to impute such amount in Dollars to the payment of the amount due over the Loan, and inform the Co-obligors of the
results of such transactions and, if applicable, of the balance in Dollars that still remains outstanding.



 


		7.5	In case it became necessary that the Agent or the Banks require the payment of the obligations
linked to the Loan by SMI in the Canadian courts or by DBM in Mexican courts, it is established that if the Canadian or Mexican
courts issued a resolution ordering the payment in Canadian dollars or in Mexican pesos, as appropriate, the following will apply
(i) in the case of Canadian dollars to Dollars at the current exchange rate the day on which the competent court in Canada orders
payment in Canadian dollars, in agreement with the exchange rate published on that day by the Bank of Canada; and (ii) in the case
of Mexican pesos to Dollars, the current exchange rate on the day the competent court in Mexico orders payment in Mexican pesos,
depending on the type of exchange rate published on such date by the Banco de Mexico.



 


Eighth:
Statements and Assertions of the Co-obligors 


 


The Co-obligors
declare and assert the Agent, on the date of entering this Contract, the following:


 


		8.1	Organization and Qualification - SMI is a society organized and in existence under the laws
of Ontario, Canada, which is authorized under such laws to be the owner of their own goods and carry out their ordinary business
activities.



 


DBP and Corona are corporations
(PLC) organized and in existence under the Norms Applicable in the Republic of the Peru, which entitles them to own their own goods
and carry out their ordinary business activities.


 




    	 	33



     


    

 


DBM, Bolivar, Exmin and Mining
Services are organized corporations in existence under the Applicable Norms in Mexico, which are authorized under such norms to
own their goods and carry out ordinary business activities.


 


		8.2	Powers and Authorizations - The Co-obligors and the Existing Subsidiaries possess and have
given their representatives all powers and authorizations necessary to enter this Contract and other Loan Documents, as appropriate,
as well as to comply with all the obligations assumed in these documents.



 


		8.3	Forced Compliance and Valid Legal Act - This contract, as well as the other Loan Documents
entered on the Closing Date or entered prior to the DBP Disbursement or SMI Disbursement, and the obligations arising from them,
constitute and shall constitute valid and binding, solidary obligations, of forced compliance for the Co-obligors and the Existing
Subsidiaries (in the Loan Documents of which they are, or from which they are part of), except for what has been written in the
Applicable Norms in judicial matters. The entering of the present Contract and the other Loan Documents constitutes a valid legal
act that does not violate the Applicable Norms nor the laws and regulations of any jurisdiction.



 


		8.4	Governmental Authorizations - The Co-obligors and the Existing Subsidiaries have all the
authorizations required by the Governmental Authorities under the Applicable Norms to carry out their usual activities, enter the
present Contract and other Loan Documents and to fulfil the obligations undertaken therein, which are in force and are not subject
to any requirement or condition except for those whose absence is not likely to give rise to a Substantially Adverse Effect.



 


		8.5	Absence of conflict - The entering and execution by the Co-obligors and the Existing Subsidiaries
of the Loan Documents does not conflict or create a situation of noncompliance with respect to (i) the terms, conditions or provisions
of the social charter and other constitutional documents of each of them; (ii) the Applicable Resolutions, or any judgment, resolution,
writ or decree of any court or other competent Governmental Authority; or (iii) any agreement, or contract in which either the
Co-obligors or the Existing Subsidiaries is a party or by which it is bound (with the exception of those derived from the movable
asset guarantees constituted by DBP in favor of the Agent concerning the shares in the ownership of DBP in Corona through contracts
of movable guarantees entered on May 24, 2011 and through contracts of movable asset guarantees entered October 13, 2017).



 


Also,
there is neither better right and/or lien and/or restriction, and/or limitation or impediment of any kind that would prevent or
prohibit and/or limit and/or, in any way, restrict (i) the powers and rights of the Co-obligors and the Existing Subsidiaries to
enter and sign the Loan Documents and validly assume the binding obligations under them (except for those derived from the movable
asset guarantees constituted by DBP in favor of the Agent concerning the shares owned by DBP in Corona through contracts of movable
asset guarantees dated May 24, 2011 and October 13, 2017), or (ii) the powers and rights of the Banks resulting from the Loan Documents.


 




    	 	34



     


    

 


		8.6	Legal Status - Neither the Co-obligors nor the Existing Subsidiaries are in noncompliance
with the essential aspects of the Applicable Norms, or in noncompliance of a ruling, court sentence, or decree of any Governmental
Authority in material aspects.



 


		8.7	Contractual Status - Neither the Co-obligors nor the Existing Subsidiaries are in substantial
noncompliance under contract, agreement or understanding of which they are part of, or which applies to them. Also, there is no
fact that can configurate an Event of Noncompliance.



 


		8.8	Financial Statements - The Co-obligors have rendered available and at the disposal of the
Agent the last SMI consolidated financial statements audited , as of 31 December 2017 and of position as of 30 September 2018,
as well as the DBP and DBM individual financial statements audited as of 31 December 2017 and of position as of 30 September 2018.
Such financial information is accurate and complete in all material aspects and reflects the financial condition of SMI and DBP
in accordance with the NIIF and the financial condition of DBM according to accounting practices in Mexico, to the satisfaction
of the Agent.



 


As of the date of entering this
Contract, the Co-obligors and the Existing Subsidiaries do not have direct or contingent liabilities other than (i) those referred
to or reflected in the aforementioned financial statements of such dates, (ii) communicated previously to the Agent and (iii) those
generated in the ordinary course of their business.


 


		8.9	Substantially Adverse Effect – No Substantially Adverse Effect has occurred.



 


		8.10	Judicial, Arbitral and/or Administrative Processes - There is no judicial or arbitral action,
investigation, suit, process and/or any administrative pending or ongoing process against any of the Co-obligors or any of the
Existing Subsidiaries, whose amount in dispute is either individually equivalent to or greater than US $500,000.00 (five hundred
thousand and 00/100 dollars) or otherwise susceptible to result in a Substantially Adverse Effect, or to restrict, or to prevent
the entering of the present Contract and other Loan Documents, or their compliance with, which has been notified to the respective
Co-obligors or the respective Existing Subsidiaries (other than those expressly referred to in the Numeral 8.13), or that the Co-obligors
have the Knowledge of the initiation of a Substantially Adverse Effect to be imminent, notified to them, or demanded, or any written
claim against any of them, any of the Existing Subsidiaries, or their respective goods, assets and rights, by any Person or Governmental
Authority.



 


		8.11	Veracity and Coverage of the Information Provided – As of the date of entering this
Contract, the Statements and Assertions made in this Loan Contract and in the other Loan Documents do not include misrepresentation
of any fact or omit any fact that can generate that the information provided by the Co-obligors lead the Agent and/or Banks to
incur in error.



 




    	 	35



     


    

 


		8.12	Absence of Unforeseen Circumstances and Force Majeure – The businesses and properties
of the Co-obligors and the Existing Subsidiaries have not been affected materially during the previous ten (10) years to the Closing
Date, or are as of today affected by: fire, explosion, accidents, strikes, forced stoppages or other labor problems, drought, storm,
hail, earthquakes, embargos, or by any other circumstance that could reasonably trigger a Substantially Adverse Effect.



 


		8.13	Taxes - The Co-obligors and the Existing Subsidiaries have prepared, endorsed, and submitted
to the competent Governmental Authorities, including municipal authorities, the formats of all Taxes that are legally required,
which they have paid, with the exception of those which may be questioned in good faith and over which there are adequate provisions
according to the NIIF norms or the Mexican accounting standards, as appropriate, including those that are indicated in Annex
8.13, except for those who do not generate a Substantially Adverse Effect.



 


There is no
debt, procedure, or any pending dispute between any of the Co-obligors or Existing Subsidiaries and any Governmental Authority
on Taxes that: (i) involves a single amount equal or greater than $500,000.00 (five hundred thousand and 00/100 dollars), except
for those listed in Annex 8.13 of the present Contract to which the Co-obligors declare that they not are susceptible of
generating a Substantially Adverse Effect or (ii) otherwise, it is likely to generate a Substantially Adverse Effect .


 


In the same
way, SMI has:


 


		(i)	Presented, or has caused to present, all sworn statements linked to the Canadian Income Tax, Canadian
Sales Tax and any other Tax that would apply to Canadian Governmental Authorities or any other jurisdiction;



 


		(ii)	Promptly paid all Taxes accrued or required in Canada (without prejudice to those that have been
contested in good faith);



 


		(iii)	Provided the amounts appropriate to pay those Taxes that will reasonably be required in Canada
according to the NIIF and accounting standards according to its jurisdiction;



 


		(iv)	Withheld and charged all the Taxes that were required to hold and charge in Canada, and has promptly
transferred such Taxes to the corresponding Canadian Governmental Authorities; and



 


		(v)	Timely presented and paid all Canadian Labor and Tax Debts .



 




    	 	36



     


    

 


In addition,
SMI has no knowledge of any audit or impugnation brought against them on account of Canadian Taxes or Tax and Labor Debts paid
by SMI in Canada.


 


In the operations carried out
by SMI with nonresident third parties in Canada under conditions other than market conditions, SMI has met the requirements of
transfer pricing established in section 247 (4) of the Income Tax Act of Canada.


 


		8.14	Immunity- Neither the Co-obligors nor the Existing Subsidiaries possess immunity with regards
to the jurisdiction and competence of any court, tribunal, arbitrator or any tribunal with respect to any lawsuit or claim.



 


		8.15	Subordination - The Loan payment will not be subordinate in priority, range or payment to
any other debt or obligation before or after the date of entering this Contract, except as otherwise provided by the Applicable
Regulations.



 


		8.16	Legal Proceedings - Neither the Co-obligors nor the Existing Subsidiaries find themselves
in any legal proceedings in any court case, in the condition of debtors, under the corresponding Applicable Norms , whether it
has been voluntarily initiated or initiated by third parties, nor do they find themselves in talks to reach a general refinancing
of their obligations.



 


		8.17	Employment Status - The hiring of personnel by the Co-obligors and the Existing Subsidiaries
belonging to outsourced services and those in charge of tasks outsourced to complementary companies, complies with the Applicable
Norms, and neither the Co-obligors nor the Existing Subsidiaries at the moment are indebted to their employees, or have any outstanding
claims, or undergoing any processes derived from labor obligations in individual amounts equivalent to or greater than US $500,000.00
(five hundred thousand and 00/100 dollars) or which otherwise are likely to result in a Substantially Adverse Effect.



 


		8.18	Event of Noncompliance/Default - There is not any fact, event, or situation which, in the
opinion of the Co-obligors, can or reasonably can configurate an Event of Noncompliance.



 


		8.19	Ownership of Goods - The Co-obligors and the Existing Subsidiaries are the exclusive owners
of the Mining Assets (except for those expressly referred to in sections 2 (c) and 2 (d) of the Annex 1.1.7), which are
free of encumbrances, charges, or lien. As well, the property and rights affected or to be affected by the Specific Guarantees
are free of liens, and so the Specific Guarantees shall constitute guarantees of first and preferred rank in favor of the Agent
for the benefit of the Banks.



 


		8.20	Insurance - The insurance policies mentioned in clause 6.1.7 is in force and the respective
Co-obligors are active and in full compliance with the corresponding premium payments. Coverage has not been denied at any time
during the validity of such policies.



 




    	 	37



     


    

 


		8.21	Anti-corruption- Neither the Co-obligors, the Existing Subsidiaries, or their respective
shareholders, administrators, officers, employees, agents, representatives or any third party (including but not limited to financial
advisors, lawyers, accountants) have ever, when acting on behalf or in the interest of any of the Co-obligors or Existing Subsidiaries
(hereinafter, "Representatives"), engaged in any of the cases listed below:



 


		a)	Participate in acts of corruption and/or bribery with respect to any Governmental Authority, and/or
grant or award payments, gifts, promises of payment, personal benefits or others similar, contrary to law, to officers or employees
of entities of any Government Authority, state owned nonpublic entities, sate owned entities with private shareholders, or state
owned enterprises with public powers, or mixed economy companies that develop their operations, which have or could have generated
a benefit to the Co-obligors and/or to the Existing Subsidiaries or their respective Representatives.



 


		b)	Engage in illegal practices or actions for obtaining consents, permits, licenses, approvals, authorizations,
rights, or privileges from any Governmental Authority, which had or could have generated a profit to any of the Co-obligors, or
to any of the Existing Subsidiaries, or their respective Representatives; or commit or participate in any kind of crime, including
crimes against the public administration or money laundering or equivalent crimes, whether these crimes have been committed in
Peru, Mexico, Canada or other countries that have or could have generated a benefit to either the Co-obligors or any of the Existing
Subsidiaries of their respective Representatives.



 


		8.22	Intercompany debts: The financial obligations between the Co-obligors, between the Co-obligors
and the Existing Subsidiaries or between the Existing Subsidiaries, will be subject, in terms of payment and in general, to the
obligations derived from the Loan , under the terms of subordination contained in Annex 6.2.11 of the present Contract.



 


		8.23	Subsidiaries - The Co-obligors have no other Subsidiaries other than the Existing Subsidiaries,
except as what is indicated as follows: (i) SMI has as Subsidiaries DBP and DBM; and (ii) SMI has the Canadian society by the name
of "Dia Bras Exmin Resources Inc” as their Subsidiary, which has no assets or liabilities of any kind, nor has generated
any income since it was constituted.



 


		8.24	Cultural heritage - In relation to the activities developed by the Co-obligors and the Existing
Subsidiaries, no damages to the cultural heritage have been generated over the cultural archeological heritage. Likewise, Corona
has a plan of archaeological monitoring linked to the CIRA N° 273-2017/MC.



 




    	 	38



     


    

 


		8.25	Compliance aspects - The Co-obligors state that Corona has a system of prevention for money
laundering and the financing of terrorism (SPLAFT) properly implemented, which complies with all the requirements and components
demanded by the regulations applicable, such as (i) the designation of a compliance officer; (ii) the registration of operations;
(iii) the report of suspicious transactions (if applicable); (iv) to have a proper manual for the prevention of money laundering
and the financing of terrorism; (v) to have a proper code of conduct; (vi) to have adequate mechanisms for the attention of information
requirements to the authorities; (vii) to have knowledge of the customers and the final beneficiaries; (viii) to have knowledge
of their managers and employees; (ix) have knowledge of suppliers and counterparts; (x) to have annual training programs; (xi)
to have internal and external audits; and (xii) to have risk assessment procedures.



 


		8.26	Water Rights - The Co-obligors and the Existing Subsidiaries find themselves in compliance
with the Applicable Norms for the use of water rights, including, but not limited to, the timely payment of fees for the use of
water.



 


		8.27	Operations with bonded parties - The Co-obligors state that, together with the Existing
Subsidiaries, have conducted, before the Closing Date, all operations with Subsidiaries, Affiliated Companies and those bonded
economically, according to market conditions.



 


Each of
the statements and assertions made in accordance with the present Clause will be true and correct at the Closing Date, as well
as in each corresponding Disbursement Date for the DBP Disbursement and the SMI Disbursement. In the case of the insurance policies,
the statements and assertions shall be referred also to the policies mentioned in section 6.3.12.


 


Ninth:
Obligations of the Co-obligors 


 


		9.1	The Obligations of Giving and Doing / Conveying and Carrying out



 


		9.1.1	The Co-obligors will pay the Banks, through the Agent, on Payment Dates and within the periods
established in this Contract, each and every one of the corresponding amounts, according to this Contract, as well as the interest
accrued and any amount in respect of fees, Commissions, or others that are applicable under the Contract. The Banks will allocate
the amounts received in the order established in Numeral 3.2.6.



 


The Co-obligors assume, jointly
liable in solidarity, among themselves the obligation of payment established in the previous subparagraph.


 


		9.1.2	The Co-obligors (acting jointly represented by DBP according to the Sixteenth Clause) will provide
full and accurate information when they are required by the Agent, in writing, with three (3) Working Days in advance, and allow
that the technical personnel of the Agent can verify during the Co-obligors office hours, the correct allocation of the Loan, provided
that a request in writing from the Agent has been submitted with three (3) Working Days in advance of the completion of the visit,
in which especial access will be given to all accounting records, files and facilities necessary for this purpose. If there is
an Event of Noncompliance, such request will not be necessarily sent with such anticipation.



 




    	 	39



     


    

 


		9.1.3	The Co-obligors should carry their accounting books and accounting records and prepare financial
statements in accordance with the norms established by NIIF and the accounting standards of their jurisdiction and will cause the
Existing Subsidiaries to do the same.



 


		9.1.4	The Co-obligors (acting jointly represented by DBP according to the Sixteenth Clause) will have
the following documents readily available: copy of (i) the individual audited annual financial statements of DBM, DBP and Corona,
and SMI annual financial statements audited and consolidated, as soon as possible but in any event within one hundred and forty
(140) calendar days following the closing of the corresponding fiscal year (meaning that each fiscal year-end is December 31 of
the corresponding year); and (ii) the quarterly unaudited individual financial statements of DBM, DBP and Corona, as well as the
quarterly unaudited consolidated financial statements of SMI, within sixty (60) calendar days of the completion of the respective
quarter (assuming that the dates of completion of the quarters will be on March 31, June 30, September 30 and December 31 of each
year), to the satisfaction of the Agent.



 


The financial
information must be presented together with the certificate referred to in Numeral 9.1.6. Similarly, supply at the same time the
calculation of the Financial Obligations referred to in Numeral 9.3, and the notices of disputes involving individual amounts equivalent
to, or greater than US $500,000.00 (five hundred thousand and 00/100 dollars) for either the Co-obligors or Existing Subsidiaries
that are likely to result in a Substantially Adverse Effect and, in general, comments and additional information deemed necessary
for the monitoring of the performance of the Co-obligors and the Existing Subsidiaries.


 


		9.1.5	The Co-obligors will allow visits and inspections of the Agent or consultants or experts designated
by them to the facilities of the Co-obligors and the Existing Subsidiaries, provided that a request in writing has been submitted
by the Agent within three (3) Working Days prior to the realization of the visit or inspection, and provide all the facilities
for carrying out the visits and inspections. The Co-obligors will assume the costs up to a (1) visit or inspection during each
calendar year (except if an Event of Compliance has been produced and has been ongoing, in which case the Co-obligors will be responsible
for all the visits required by the Bank); resulting in the Bank assuming the costs of the other visits or inspections.



 




    	 	40



     


    

 


		9.1.6	The Co-obligors (acting jointly represented by DBP pursuant to Clause Sixteenth) will give the
Agent, together with the financial information provided in Numeral 9.1.4, or at any time when required by the Agent, a certificate
signed by the DBP General Manager, declaring that the Co-obligors are complying with all the obligations assumed by virtue of this
Contract, substantially according to the format contained in Annex 9.1.6.



 


		9.1.7	The Co-obligors (acting jointly represented by DBP according to the Sixteenth Clause) will inform
the Agent within a Working Day after having become aware of any fact or circumstance which would have generated or reasonably could
generate a Substantially Adverse Effect.



 


		9.1.8	The Co-obligors (acting jointly represented by DBP according to the Sixteenth Clause) will immediately
inform the Agent in case a judicial process of contest has been initiated or would be ongoing against any of the Co-obligors or
any of their subsidiaries (including the Existing Subsidiaries), a creditors judicial contest suit or a process of insolvency under
the corresponding Applicable Norms. In this case, the Co-obligors or the Existing Subsidiaries affected by the judicial process
of creditors or an insolvency process, will resolve and rescind such procedure within a maximum term of forty-five (45) calendar
days counted from the date in which fact was verified.



 


		9.1.9	The Co-obligors (acting jointly represented by DBP according to the Sixteenth Clause) will inform
the Agent within a Working Day following the date of reception of the notification of the resolution that orders the embargo or
seizure, or any other injunction derived from coercive or judicial processes of any kind, over any of the assets of any of the
Co-obligors or any of the Subsidiaries (including the Existing Subsidiaries), amounting to more than US $ 5'000, 000.00 (5 million
and 00/100 dollars).



 


		9.1.10	The Co-obligors will keep to the purpose of their businesses and cause the Existing Subsidiaries
to keep to the purpose of their businesses, refraining from intervening, directly or indirectly, in any activity not related to
their social objects, unless they have authorization from the Agent.



 


		9.1.11	The Co-obligors will comply with applicable standards and cause the Existing Subsidiaries to comply
at all times with all corresponding Applicable Norms; in every case, that turn out to be material to their operations, including
those concerning the protection of the environment, keeping compliance with their fiscal, labor, social security and pension funds
obligations (other than those that can be questioning the good faith, and over which adequate provisions are kept according to
the NIIF Norms), as well as maintaining and obtaining licenses, permits, concessions, authorizations and material rights for the
development of their activities.



 




    	 	41



     


    

 


		9.1.12	The Co-obligors will use the funds from the Disbursements only for the purposes expressed in Numeral
2.5.



 


		9.1.13	The Co-obligors will conduct and cause the Existing Subsidiaries to conduct only operations in
market conditions, with Subsidiaries, Affiliates or economically bonded companies.



 


		9.1.14	The Co-obligors will maintain and will cause that the Existing Subsidiaries to maintain, at all
times, their assets in good conditions and properly insured against all risks that are common in the industry, in accordance with
the requirements in Numeral 6.1.7 and to what has been stated in Numeral 8.20. the insurance policies related to the assets of
DBM and Exmin will be valid at all times from the time of the first Disbursement that corresponds to the SMI Disbursement, endorsed
in favor of the Agent, in satisfactory terms.



 


		9.1.15	The Co-obligors will subordinate all the loans or debts of the Co-obligors with their Affiliates,
granted before or after the date of entering this Contract, to the obligations assumed by the Co-obligors under the present Contract,
and will agree to the terms of subordination contained in Annex 6.2.11 of this Contract.



 


		9.1.16	The Co-obligors will have and will cause the Existing Subsidiaries to have, at all times, all the
authorizations and material licenses required by Governmental Authorities under the Applicable Norms to (i ) carry out their usual
activities; and (ii) to comply with the obligations assumed in the Loan Documents, which must be valid.



 


		9.1.17	The Co-obligors will maintain the status pari passu of the Loan in relation to other debts,
subject to the exceptions provided for in the Applicable Regulations.



 


		9.1.18	The Co-obligors will be kept and cause that the Existing Subsidiaries are kept, at all times, in
compliance with the payment of their taxes, except in the cases in which there are discrepancies and will follow a due process
or process against the competent Governmental Authority, in which case the payment of Taxes may be deferred if allowed by the Applicable
Norms.



 


		9.1.19	The Co-obligors will have, and cause that Corona keeps at all times, external auditors of recognized
prestige, which are listed in Annex 9.1.19 of the present Contract.



 


		9.1.20	The Co-obligors will observe the payment obligations under this Contract according to the priority
of payment and other criteria established in this Contract.



 




    	 	42



     


    

 


		9.1.21	DBP will obtain, at the latest on the Working Day immediately following the Disbursement of funds
for the Loan allocations foreseen in clause 2.5.5, duly entered BCP and DBP, the following: (i) the minutes and public deed of
the lifting and cancellation of the movable asset guarantee constituted by DBP in favor of BCP on all shares owned by DBP in Corona
through the contract entered May 24, 2011; and (ii) the minutes and public deed of the lifting and cancellation of the movable
asset guarantee constituted by DBP in favor of BCP over 9'700,000 shares of DBP in Corona by contract entered 13 October 2017.



 


		9.1.22	DBP will submit or cause that Corona presents to Cavali, no later than three (3) Working Days immediately
following the date of signing of the documents referred in the preceding Numeral 9.1.21, the testimonials of the deeds for the
lifting and cancellation of the existing movable asset guarantees over the Corona Shares referred to in the preceding Numeral 9.1.21.
After having complied with the above, BPD should cause the registration of the movable asset guarantee over the Corona Shares registered
in Cavali within ten (10) business days following the presentation aforementioned, as movable asset guarantee of the first and
preferential rank. Moreover, the Bank is obliged to sign the documents that are needed to enable registration of the Shares in
Cavali as referred in this Numeral.



 


		9.1.23	SMI and DBM will enter and shall cause that Exmin, Bolivar, Servicios de Mineria, Mr. Igor Alcídes
Gonzáles Galindo, and anyone else that would be necessary, enter the Contracts of Guarantees corresponding to the Mexican
Guarantees and to the Canadian Guarantees within the thirty (30) days following the Closing Date. The Co-obligors will obtain the
registration of the Specific Guarantees and of the liftings referred in the preceding Numeral 9.1.21 in the relevant and corresponding
public records office, or in Cavali, as appropriate, observing the deadlines written in the Contracts of Guarantees for this purpose.



 


SMI and DBM are
obligated to carry out and will cause that Exmin, Bolivar and Servicios Mineros, Mr. Igor Alcídes Gonzáles Galindo,
and any other Person deemed necessary, do their best efforts and carry out or grant all the acts that are necessary to obtain ownership
and/or free the existing liens over the mining concessions identified in subparagraphs 2 (c) and 2 (d) of the Annex 1.1.7
(Mining Assets). Similarly, once the ownership of them is obtained, they are obliged to carry out all activities, and enter, or
grant all acts that are necessary to obtain registration of the Collaterals over he Tangible Goods of DBM and Exmin in respect
to them as first and preferential.


 


Also, the Co-obligors
will obtain the registration in the public records office of the powers of those who acted as their representatives and cause to
obtain the registration of the powers of those who acted as representatives of the Existing Subsidiaries, in the corresponding
Loan Documents, within thirty (30) days following the Closing Date.


 




    	 	43



     


    

 


		9.1.24	The Co-obligors will cause that Corona, at annual intervals, issues an internal report of Proven
and Probable Reserves of the Yauricocha Mining Unit, updated, signed by the qualified person for that purpose ("Qualified
Person") on behalf of such society, and hand a copy of the report to the Agent no later than March 31 of each year.



 


The Co-obligors will cause that
Corona obtains, at the latest on December 31, 2019, a report by an independent auditor on the Proven and Probable Reserves of the
Yauricocha Mining Unit, drawn up in accordance with the National Instrument 43-101 of Canada, and they will have to deliver a copy
thereof to the Agent within ten (10) Working Days of being received by Corona.


 


In addition, the Co-obligors will
cause that Corona obtains, with the frequency of every two (2) years from the date of obtaining the first report indicated in the
preceding paragraph, new reports conducted by an independent auditor on the Proven and Probable Reserves of the Yauricocha Mining
Unit, elaborated in accordance with the National Instrument 43-101 of Canada, and shall deliver a copy thereof to the Agent within
ten (10) Working Days of having been received by Corona.


 


If the report referred to in the
first subparagraph of this Numeral determined that a substantial change in the level of Proven and Probable Reserves has occurred
in the Yauricocha Mining Unit, the Co-obligors should report that to the Agent within a maximum of ten (10) Working Days since
they acknowledged it, and shall cause that Corona hires for the preparation of an independent audit report of the Proven and Probable
Reserves elaborated in accordance with the National Instrument 43 - 101 of Canada to validate the internal calculations, the Co-obligors
will give the Agent a copy of the independent audit report within ten (10) Working Days after being received.


 


		9.1.25	The Co-obligors will have, and cause that the Existing Subsidiaries have at all times, rightfully
approved policies of dividends in virtue of which these are distributed, at all times. Dividends Distributions in amounts that
will allow the Co-obligors to fully comply with their obligations under this Contract.



 


The Dividends
Distributions to be executed by DBP, DBM and Exmin to SMI will be deposited in the bank account as indicated in the section (i)
of the definition of " Taxable Peruvian Accounts ", causing that DBP and DBM do not realize Dividends Distributions (and
causing that Exmin do not realize Dividends Distributions to SMI) in separate accounts, unless instructed in writing by the Agent.
For this purpose, each of the Co-obligors will send an irrevocable communication giving instructions so that the aforementioned
Dividends Distributions are deposited in such account.


 




    	 	44



     


    

 


The Dividends
Distributions that Corona pays DBP will be deposited in the bank account indicated in the section (ii) of the definition of "
Taxable Peruvian Accounts”, forcing DBP to cause that Corona do not pay DBP Distributions of Dividends in different accounts,
unless instructed in writing by the Agent.


 


The Dividends Distributions that
Bolivar and Servicios Mineros pay DBM will be deposited in the Taxable Mexican Account, obliging DBM to cause such Existing Subsidiaries
not to pay DBM Dividends Distributions in separate accounts, except if instructed in writing by the Agent.


 


		9.1.26	SMI will be able to carry out Dividends Distributions, only to the extent that such reimbursement
subjects to the following rules:



 


		(i)	Only SMI will be able to carry out Dividends Distributions after the Grace Period has concluded,
unless a Mandatory Loan Prepayment is realized for the same amount as that of the Dividends Distribution foreseen (as described
in Numeral 4.2), and to the extent that the Co-obligors are not in an Event of Noncompliance, and as long as such reimbursement
does not generate an Event of Noncompliance;



 


		(ii)	After having carried out each of the Dividends Distribution, SMI will keep in the bank account
indicated in the section (i) of the definition of " Taxable Peruvian Accounts ", an amount exceeding the amount of the
following installment, according to the Payments Schedule, and until the Payment Date of such Installment; and



 


		(iii)	As long as the preceding numerals (i) and (ii), are fulfilled, SMI will be able to carry out Dividends
Distributions provided that this does not jeopardize in any way the payment of Installments when they mature within the period
of the following twelve months.



 


		9.1.27	The Co-obligors will obtain, and cause that Exmin obtains, with a frequency of every two (2) years,
an appraisal performed by a designated appraisal entity, of the goods located in Mexico (other than the mining concessions) that
are identified in the final version of Annex 1.1.7, which is included in the addendum to the present Contract to be registered
in accordance with Numeral 6.3.14 and that will substitute the referential version (with respect to the assets located in Mexico)
contained in the Annex 1.1.7 attached to this document.



 


		9.1.28	Within thirty (30) calendar days of the Closing Date, the Co-obligors will have delivered to the
firm Galicia Abogados all the documentation and information requested by such law firm to complete the due diligence of DBM, Exmin,
Bolivar and Servicios de Mineria, to the satisfaction of the Agent.



 




    	 	45



     


    

 


		9.1.29	The Co-obligors will give the Agent within thirty (30) days of the Closing Date, to their satisfaction,
a report prepared by a technician or an insurance company accrediting that the Corona assets are insured with appropriate and sufficient
insurance policies, according to the industry best practices, and to the requirements of the mining industry, awarded by international
insurance companies of first level, in accordance with the Clause 6.1.7.



 


		9.2	Obligations of What Not to Do



 


		9.2.1	The Co-obligors will refrain and will cause that the Existing Subsidiaries to refrain from participating
in processes of dissolution, liquidation, transformation, corporate reorganization, acquisition, merger or scission, without prior
written authorization by the Agent.



 


		9.2.2	The Co-obligors will refrain, and will cause that the Existing Subsidiaries to refrain, form reducing
capital or reimbursing loans to their shareholders, directors or Affiliates, unless allowed by Numeral 9.1.26 in respect of a payment,
or a payment allowed under the agreements of subordination that has been entered in relation to these loans in accordance with
the terms contained in Annex 6.2.11 of this Contract.



 


		9.2.3	Without the prior written authorization of the Agent, the Co-obligors will refrain from, and will
cause that the Existing Subsidiaries to refrain from, selling, leasing, exploiting, selling or transferring income, fixed or intangible
assets and/or assigning their rights over them, under any title or modality, except for those that become obsolete or those who
individually or aggregated with the acts described in the following numeral 9.2.5, do not exceed an amount of US $ 10'000,000.00
(ten million and 00/100 Dollars) in a period of one year.



 


		9.2.4	Without the prior written authorization of the Agent, the Co-obligors will refrain, and will cause
the Existing Subsidiaries to refrain from, granting real or personal guarantees in favor of third Parties, whether natural or legal,
affiliates or companies bonded economically, or in favor of its Affiliates or Subsidiaries, either in guarantee of own obligations
or third parties except by those which, individually or aggregated with the acts described in the preceding numeral 9.2.3, do not
exceed an amount of US $10 '000,000.00 (ten million and 00/100 dollars) in a period of one year; except those guarantees that constitute
the framework of the present Contract, or those imposed by the Applicable Norms or those over goods different form the ones that
are the subject of the Specific Guarantees.



 




    	 	46



     


    

 


		9.2.5	Without the prior written authorization of the Agent, the Co-obligors will refrain from, and cause
that the Existing Subsidiaries to refrain from granting funding in favor of third parties, or in favor of its Affiliates or Subsidiaries
or related companies bonded economically, when the balance of the capital outstanding of payment over these financings, exceeds,
either individually or in the aggregate of US $ 5'000,000.00 (five million and 00/100 dollars) computed from the Closing Date,
except in the case of financing granted among the Co-obligors among themselves and/or between them and the Existing Subsidiaries.
Such financing will not be granted in case that (i) an Event of Noncompliance has occurred, and it is ongoing, or (ii) when such
financing generates or can generate a Substantially Adverse Effect.



 


		9.2.6	The Co-obligors will refrain from, and will cause that the Existing Subsidiaries refrain from,
transferring or creating liens over the Corona Shares, the Bolivar Shares, the DBP Shares, the DBM Shares, the Exmin Shares and
Servicios de Mineria (except in respect to the Movable Asset Guarantees over Shares and Pledges over Shares and the and the Collaterals
over Shares, and the execution of such guarantees) or carrying out or allowing changes in the Effective Control of any Co-obligor
or Existing Subsidiary without the prior written consent of the Agent.



 


Similarly, the Co-obligors are
obligated not to constitute, and cause that the Existing Subsidiaries do not constitute encumbrances, liens, or any effects that
may impact adversely the existence, validity and first rank of the Specific Guarantees, or in any way affect the protection that
the Specific Guarantees grant to the Banks.


 


		9.2.7	The Co-obligors and the Existing Subsidiaries, as well as their Representatives will not incur
in any of the cases detailed in the Numeral 8.21.



 


		9.2.8	The Co-obligors will refrain from and will cause that the Existing Subsidiaries refrain from entering
financial instruments for speculative purposes, unless they have written authorization of the Agent.



 


It is established that the obligations
of what not to do contemplated in this Numeral 9.2 are applied also to Dia Bras Exmin Resources Inc., obliging SMI to cause that
such Subsidiary does not realize any of the acts that should not be done in accordance with this Numeral 9.2, that cannot be carried
out by the Co-obligors and the Existing Subsidiaries.


 


		9.3	Financial Obligations



 


The Co-obligors are obliged to
comply with, or cause that the following Financial Obligations are met:


 




    	 	47



     


    

 


		9.3.1	Obligations related to SMI:



 


		9.3.1.1	The Debt Service Coverage Ratio will be greater than,
or equal to 1.10x



 


		9.3.1.2	The Ratio of Consolidated Net Financing Debt / Consolidated EBITDA will be less than, or equal
to 2.0x.



 


The Financial Obligations contained
in Numerals 9.3.1.1 and 9.3.1.2 will be calculated by SMI and reported to the Agent on a quarterly basis based on the SMI consolidated
financial statements.


 


The calculations in respect
to the fulfillment of the previous Financial Obligations in the months of March, June and September of each year will be based
on the figures in the SMI consolidated financial statements. It is established that these calculations will be made on annualized
basis, so for the purposes of determining if the Financial Obligations in a given quarter are met, these should be added to the
figures on the consolidated profit and losses statement, and on the statement of the consolidated cash flows of SMI of the respective
quarter, those figures corresponding to the three previous quarters.


 


On the other hand, for the
revision of the ratio corresponding to the one as of 31 December of each year, the SMI consolidated audited financial statements
will be used.


 


		9.3.2	Obligations related to Corona:



 


		9.3.2.1	The Co-obligors will cause that Corona, with regards to their Yauricocha Mining Unit, maintains
a ratio of Proven and Probable Reserves over the Treated Mineral for the past 12 (twelve) month-period, greater to the remaining
term of the Loan. The indicated ratio will be calculated by the Co-obligors on the same date in which they received the internal
report to which Numeral 9.1.24 indicates, or the report of external audit to which the second paragraph of Numeral 9.1.24 refers
to, and it will be reported to the Agent. The calculations of this ratio are to be conducted based on such document.



 


Tenth: Events of Noncompliance/Default


 


The parties agree that each of the following
circumstances constitutes an "Event of Noncompliance", being the case, once the correction period has passed,
whichever applies, in the terms provided in the present Clause:


 


		10.1	Noncompliance over Payment Obligations - if the Co-obligors default in the payment of (i)
any amount corresponding to the outstanding capital or interests owed under this Contract on the date that it is payable, or (ii)
any Commission, fee, expense, service or tax payable and/or reimbursement under this Contract.



 




    	 	48



     


    

 


		10.2	False Statement or Assertion - If any Statements and Assertions made by the Co-obligors
throughout this Contract are materially false or incorrect at the time of being made or ratified.



 


		10.3	Bankruptcy Proceedings - If any of the Co-obligors or the Existing Subsidiaries begins or
is being subjected to a procedure of bankruptcy, insolvency, or regulated asset restructuration under the Applicable Norms, and
such proceedings, in the case of being initiated by third parties, are not declared inadmissible, irrelevant or are filed within
seventy-five (75) calendar days of their notification to the corresponding Co-obligors or Existing Subsidiary.



 


		10.4	Noncompliance of Obligations Contemplated in other Contracts (Cross Default) - If any of
the Co-obligors or any of the Existing Subsidiaries violates: (i) any of the obligations assumed by virtue of another contract,
agreement and/or in accordance with any of the Banks; (ii) any of the assumed obligations under another understanding, contract
or agreement with any other any financial entity different from the Banks, with a value equal or greater than US $ 5'000,000.00
(five million and 00/100 dollars) provided that such noncompliance grants that financial institution the right to resolve and/or
expedite all the terms under the contract, understanding, or agreement, or that such noncompliance may affect the normal development
of the corresponding operations of the Co-obligors or Existing Subsidiaries, and/or their ability to meet the obligations derived
from the Loan Documents; or (iii) any other the obligations assumed under any other understanding, agreement or contract with any
Person different to the Banks and outside of the financial system, for a value equal to, or exceeding US $ 10'000,000.00 (ten million
and 00/100 dollars), provided that such noncompliance grants such Person the right to (a) resolve or accelerate all the terms under
the understanding, agreement, or contract, or (b) demand the payment of an amount equal or greater than US $ 10'000,000.00 (ten
million and 00/100 dollars), or when such noncompliance can affect the normal development of the corresponding operations of the
Co-obligors or the Existing Subsidiaries, and/or their ability to comply with the obligations under the Loan Documents.



 


		10.5	Governmental Authorizations - If any substantial Governmental Authorization that is required
by the Co-obligors or by the Existing Subsidiaries for the development of their usual activities or in connection with the present
Contract ceases to be in total validity and effectiveness, and this affects the normal operation of the business, and whenever
that would cause a Substantially Adverse Effect.



 


		10.6	Effective Control Change - If changes in the Effective Control of any of the Co-obligors
or any of the Existing Subsidiaries are produced, and such changes do not have the prior authorization of the Agent.



 




    	 	49



     


    

 


		10.7	Expropriation or Nationalization – If on a later date of entering this present Contract,
a Governmental Authority (Peruvian, Mexican or Canadian, as appropriate), does any act which, in the judgment and discretion of
the Banks, (i) may be in the deprivation of any of the rights of the Bank under the present Contract, or (ii) seize, expropriate
or nationalize the property or control (x) the Co-obligors or the Existing Subsidiaries, or over the goods, assets or significant
rights of any of the Co-obligated or any of the Existing Subsidiaries that would put at risk, at the discretion of the Banks, the
repayment of the monetary obligations stipulated in this Contract or reasonably produce a Substantially Adverse Effect ; (and)
of SMI over the DBP shares, over the DBM shares and/or over the Exmin shares; or (z) of Servicios Mineros shares.



 


		10.8	Noncompliance with Court Decisions, Arbitral Rulings, or Administrative Resolutions - If
any consented and firm court sentence, arbitral ruling, judicial or extrajudicial transaction or administrative resolution that
carries the weight of matter judged and sentenced, ordains any of the Co-obligors or the Existing Subsidiaries to make payment,
that to the reasonable discretion of the Banks could cause a Substantially Adverse Effect that limits the capacity of the obligor
to meet payments over their obligations under the terms and conditions of the Loan Documents.



 


		10.9	Financial Obligations - If noncomplying with the Financial Obligations as referred in Numeral
9.3 of this Contract.



 


		10.10	Cession or transference of goods - If any of the Co-obligors or the Existing Subsidiaries,
transfers, relinquishes, puts a lien, or affects any good of their property upon noncomplying with what has been established in
Numerals 9.2.3 and 9.2.5 of this Contract, or transfers goods other than under such assumptions that could damage, at the discretion
of the Banks, the ability of repayment of the present Loan or the fulfillment of the obligations under the Loan Documents.



 


		10.11	Substantially Adverse Effect – That would generate a Substantially Adverse Effect.



 


		10.12	Disbursement Funds Destination - If the Co-obligors or any of the Existing Subsidiaries,
as applicable, allocate, wholly or partly, the resulting Disbursement funds, without writing prior authorization by the Agent,
to a destination other than the one agreed in this Contract.



 


		10.13	Loan Documents Validity and Term - If any of the Co-obligors or the Existing Subsidiaries,
or any of their respective Affiliates, initiates a procedure to obtain a declaration or statement from a Governmental Authority
as regards to the invalidity, annulment, enforceability, rescission or resolution of any of the Loan Documents, or if any of the
Loan Documents is declared void, voidable, unenforceable, resolved or terminated by any Governmental Authority.



 


		10.14	Cession - If the Co-obligors carry out any act designed to assign or cede their contractual
position or their rights in this Contract, or to transfer the Loan under conditions not regulated by this Contract without written
authorization of the Agent.



 




    	 	50



     


    

 


		10.15	Reduction of capital, dissolution and liquidation - If the shareholders of any Co-obligors
or Existing Subsidiary, agree to the reduction of the share capital of the corresponding society, without the authorization of
the Agent, or start a process of liquidation or dissolution of any Co-obligated or Existing Subsidiary.



 


		10.16	Noncompliance of Obligations derived from the Loan Documents - If any of the Co-obligors
or the Existing Subsidiaries fail to comply with any of the obligations set forth in any of the Loan Documents (other than this
Contract) and such non-compliance had not been rectified within the period established for this purpose, if it were the case).



 


		10.17	Noncompliance of Numeral 9.1.26 - If SMI makes a Dividends Distribution, contrary to the
rules established in Numeral 9.1.26.



 


		10.18	Acts of corruption - In case that, based on their reasonable discretion and at their sole
discretion, the Agent determines that any of the Co-obligors, or the Existing Subsidiaries, or any of their respective Representatives
has engaged in any of the assumptions outlined in Numeral 8.21.



 


		10.19	Noncompliance of other Obligations - If the Co-obligors violate any other obligations assumed
under this Contract, other than those specified in the preceding Numerals.



 


		10.20	Loss of Specific Guarantees - If one or more of the Specific Guarantees is not perfected
or registered, according to the provisions of the Applicable Norms that regulate each one of them, in the terms stipulated in this
Contract; or if one or more of the Specific Guarantees ceases to be valid, enforceable or loses the first and preferential rank
that holds in virtue of the Contracts of Guarantees.



 


Each of the Noncompliance Events described
in the previous Numerals will be construed as configurated on the same day they happen, except for the events described in Numerals
10.5, 10.8, 10.16 and 10.19 in which the Event of Noncompliance will be construed configurated after ten (10) Working Days since
it occurs, except that during this period, the event would have been rectified by any of the Co-obligors.


 


Eleventh:
Consequences of the Events of Noncompliance/Default 


 


		11.1	In case a noncompliance configurates under what has been established in this Contract, the Co-obligors
will recognize the Banks, from that moment, the compensatory interests, interests for noncompliance and all other additional concepts
derived from the Contract, at the Compensatory Interest Rate plus the Moratorium Interest Rate, until the day in which all the
obligations outstanding of payment have been met, or the noncompliance has been remedied. The interests will be liquidated and
capitalized as decided by the Agent, subject to the law, and in accordance with the terms allowed by the current legal regulations
and/or competent Governmental Authorities.



 




    	 	51



     


    

 


Without prejudice
to the provisions of the preceding paragraph, the moratorium interests shall accrue automatically from the date in which the Co-obligors
did not meet the respective payment or other obligation under this Contract, without the need of constituting and entering in moratorium,
additional notification or any other formality.


 


		11.2	Also, in case any Noncompliance Events described in the previous Tenth Clause configurates, the
Agent, in that case, and according to the instructions received from the Banks, and that will be adopted in accordance with the
Fifteenth Clause, will be able to, within their full rights:



 


		(i)	Declare this Contract breached, according to what has been established in article 1430° of
the Civil Code, and/or declare the terms of the Loan expired, by written communication sent to the Co-obligors, accompanied by
the liquidation of the debit balance as referred on numeral 7 of article 132° of the General Law, and demand immediate payment
of all due amounts to the Bank under this Contract; and



 


		(ii)	Request the Agent the execution of the Specific Guarantees.



 


Similarly, each of the Banks
may execute and/or legally demand the payment of the full due amounts under the Promissory Note issued to each of them as a result
of the correspondent Disbursements.


 


The delay by the Agent or the
Banks in exercising the rights referred in the present Numeral 11.2 would not mean, in any case, the presumption of waiver to the
same.


 


		11.3	In case of termination of this Contract, all the commitments made by Banks in relation to this
Contract will be terminated, and all outstanding obligations pending of execution derived from it will be immediately terminated
and considered without validity.



 


		11.4	The termination of this Contract in no way harms the Specific Guarantees granted in favor of the
Agent and/or the Banks, which will remain in full force and effectiveness until the complete payment of the obligations owed is
carried out by the Co-obligors.



 


Twelfth: Increase of Costs


 


The Banks reserve themselves the right
of having the authority for increasing the costs of the Loan as a consequence of any increase in the cost of capital that affects
them, triggered by any change in the taxation system, increase or modification to the regime of the legal banking reserve, or changes
in the interpretation of the Applicable Norms by a competent court , or changes in the laws, or in the banking regulations; or
by disposition of the Central Bank (Banco Central de Reserva del Perú) or a Governmental Authority, which will grant them
the right to, alternatively, readjust the Compensatory Interest rate and/or the Moratorium Interest Rate, both stipulated in this
Contract, require payment of the corresponding amounts, or debit, from the account(s) that the Co-obligors keep in the Banks, the
additional amounts to compensate said incremental costs. To that effect, it will be enough a written communication by the Agent
sent with thirty (30) days in advance.


 




    	 	52



     


    

 


Likewise, the Banks will reserve to themselves
the right that allows them to increase the costs of the Loan should the LIBOR not be available for one or more Periods of Interests.


 


Thirteenth: Taxes


 


The totality of the current and future
Taxes applicable, according to what the Law mandates in the Applicable Norms, that could affect the Loan, including its interests,
expenses, and commissions, will be of exclusive responsibility of the Co-obligors. The taxes on profits that tax the banking operations
are excluded in the places/cities of residence.


 


Likewise, in case the Applicable Norms
change, the Co-obligors oblige themselves in jointly liable solidarity to reimburse the Banks for any new Tax that any of the Banks
and/or the Agent has to pay in connection with the Loan Documents, including their interests, overcharges, penalties, and sanctions.
The reimbursement will be carried out within ten (10) Working Days following the date in which the Agent realizes said requirement
to the Co-obligors.


 


All the payments over the principal, the
interests, and the expenses that the Co-obligors make will be done without deduction or retention of existing or future taxes,
nor other applicable Taxes (with the exception of the ones excluded indicated in this same Clause) in Peru or abroad, whichever
the case. If the Co-obligors, the Agent or the Banks should implement any retention on account of Taxes, the amounts paid to the
Banks will be assumed by the Co-obligors or increased in the necessary sum so that each of them receives the total amount that
would correspond if such Taxes did not exist. In like manner, the Co-obligors will hand the Agent the certificate of the corresponding
retentions or deductions, within five (5) Working Days following the date in which they have such certificate available, so that
the Agent can pass it on to the corresponding Banks, within five (5) Working Days following to having received them.


 


If the Co-obligors do not meet the payments
of Taxes to the competent Governmental Authority, taxes that should have been retained or deducted according to what has been foreseen
in this Clause, or if they do not fulfil the sending to the Agent, of the referred documentation in the precedent paragraph immediately,
the Co-obligors will, to the sole requirement of the Bank, indemnify the Bank for any Tax, loss or expense in which the Banks will
incur as a consequence of such noncompliance of the Co-obligors.


 


Fourteenth: Agent 


 


		14.1.	Appointment and Authorization



 


		(a)	From the first moment, the BCP will be appointed Administrative Agent and Agent of Guarantees (jointly,
“Agent”), being authorized to represent and act on behalf of the Authorized Assignees before the Co-obligors and the
Existing Subsidiaries in the execution of this Contract and the other Loan Documents.



 




    	 	53



     


    

 


		(b)	The Agent will not, by reason of their functions, have any limitation in the activities and operations
that they may conduct with the Co-obligors or the Existing Subsidiaries, and therefore, they will have all the rights inherent
to their responsibility as a bank in virtue of this Contract, and additionally they will be able to conduct, if deemed convenient,
any other business with the Co-obligors and the Existing Subsidiaries, whether it is accepting deposits, grant other loans, and
in general, participate in any kind of business or operation.



 


		14.2.	Functions of the Agent



 


		(a)	The functions and obligations of the Agent are those expressly established in this Contract. Consequently,
the Agent does not have any type of obligation with the Banks beyond those specified in this Contract, and in the other Loan Documents,
nor do they have any obligation towards the Co-obligors and the Existing Subsidiaries, beyond what has been written in this Contract.



 


		(b)	The functions of the Agent under the stipulations of this Contract will be carried out under the
direction of the Banks in accordance to the procedures established in this Contract, and do not carry any discretion from the Agent;
therefore, any manifestation of free will from the Agent expressed within the frame of this Contract will be construed realized
on behalf and representation of the Banks.



 


		(c)	The Agent will conduct their functions based in any communication forwarded to them by the Banks
and received according to what has been established in this Contract. The Agent will be able to request instructions to the Banks
when deemed pertinent and will be able to abstain from acting until such instructions are received. Any action or abstention by
the Agent within the frame of this Contract will be fully justified if it is based in an instruction or a communication given by
the Banks.



 


		(d)	The Agent will be able to demand the Banks for certain guarantees or indemnities before taking
any action, or abstaining to do so according to this Contract, when they fairly consider that upon taking such action or abstention,
they can incur in responsibilities not contemplated in their functions as Agent, and will have the right to refuse the execution
of any action or abstention until the Banks have granted said guarantees or indemnities.



 


		14.3.	Powers of the Agent



 


		14.3.1.	The Banks authorize the Agent so that in their behalf,
representation, and benefit, they carry out all and each of the acts or deeds that correspond to the Agent in the frame of this
Contract and the other Loan Documents.



 


		14.3.2.	Without prejudice to what has been indicated in item
(a), by means of this document, the Banks grant the Agent the powers that are indicated as follows:



 


		(i)	Require and demand the Co-obligors and the Existing Subsidiaries the compliance of any of the obligations
that correspond to them under this Contract and the other Loan Documents, granting them, when applicable, the respective period
of remedies foreseen in this Contract.



 


		(ii)	State and communicate the Co-obligors, previously instructed by the Banks, the due date of the
compliance of the obligations established in this Contract.



 




    	 	54



     


    

 


		(iii)	Communicate the Agent the existence of an Event of Noncompliance and request the execution of the
Specific Guarantees as they have been established in the corresponding contracts of Guarantees, previous to the fulfilment of what
has been established in Numeral 14.5 and in Clause Fifteenth.



 


		(iv)	Delegate the powers conferred herein in the Person(s) designated by the Agent for their exercising.



 


		(v)	Enter and sign, in representation of the Banks, the Contract of Adhesion.



 


		(vi)	Take the following actions related to the Specific Guarantees:



 


(a) Enter the Specific Guarantees,
to the benefit and in representation of the Banks; and adopt any action, or enter any public or private financial instrument that
is deemed necessary or convenient, related to what has been foreseen in the Specific Guarantees, exclusively (a) to keep the existence,
validity, perfection, and first rank of the Specific Guarantees; and (b) for the execution, sale, or transference, under any modality,
of the goods and rights over which the Specific Guarantees are constituted, in the terms and conditions established in the Contracts
of Guarantees, in this Contract, and in the Applicable Norms to each Specific Guarantee to the effects of assuring and realizing
the payment of the Guaranteed Obligations.


 


(b) Proceed with the execution
or realization of the Specific Guarantees.


 


(c) Collect and receive the
product of the execution of the Specific Guarantees and allocate it to the payment of the Guaranteed Obligations, in accordance
to the instructions received from the Banks.


 


(d) Request, collect, demand,
obtain or recuperate any amount in relation to the Specific Guarantees.


 


(e) Bring about any suits or
claims, of judicial or extrajudicial character, or adopt any action deemed necessary or convenient in relation to the Specific
Guarantees, their existence and validity, or the exigency of their compliance, in the terms foreseen in the Specific guarantees,
to apply them to the payment of the Guaranteed Obligations.


 


(f) Present any private or
public documentation, as well as stand before any Governmental Authority to the effects of constituting and registering the Specific
Guarantees, as well as any modification done to the Specific Guarantees.


 


		14.3.3.	In case that, for the exercising of the faculties granted
by the Banks to the Agent, detailed in this Clause, it were necessary to grant special faculties, the Agent and the Banks will
carry out all the coordination and acts that are necessary to empower the Agent with the respective faculties, having the Co-obligors
grant their authorization for the approval of the granting of those faculties, in virtue of this Contract.



 




    	 	55



     


    

 


		14.3.4.	The Banks expressly state that the faculties granted
by means of this Clause will not be construed restrictively, being the Agent able to realize all the acts or actions that turn
out to be necessary for the fulfilment of their function.



 


		14.3.5.	Pursuant to what is permitted in article 166 of the Peruvian
Civil Code, the Banks expressly authorize the Agent to enter any type of legal act with themselves in complying with the obligations
assumed in virtue of this Contract or any other Loan Document. Thus, the Banks give up the right to request the annulment of the
legal acts that the Agent enters with themselves.



 


		14.3.6.	The Agent will be able to enter, in case they consider
it convenient, any other contract with the Co-obligors so that they perform their functions to their fullest, under what has been
stipulated in this Contract.



 


		14.3.7.	The Parties accept that the relationship between the
Co-obligors and the Banks in virtue of this Contract and the other Loan Documents will be carried out through the Agent, who,
among other aspects, will be responsible without limitative character to:



 


		(i)	Collect and receive any information, communication, notification, and any type of correspondence
addressed by the Co-obligors in relation to this Contract and the other Loan Documents.



 


		(ii)	Communicate the Co-obligors the decision of granting periods of remedies given by the Banks, if
applicable.



 


		(iii)	Declare, under instructions form the Banks, the anticipated termination of the Loan, accelerating
the terms given for its payment.



 


		(iv)	Channel and execute the decisions that the Banks could adopt in respect to the Co-obligors in relation
to this Contract and the other Loan Documents.



 


		14.4.	Advice from Experts



 


		(a)	The Agent will be able to ask for advice, at their own expense and that of the Banks, with external
consultants, whether they are independent lawyers, public accountants, and other experts hired by them to determine the scope of
the dispositions of this Contract, not assuming any responsibility that can originate from the recommendations given by those external
consultants, which were required in good faith.



 


		(b)	As well, the Agent will be able to carry out, at their own cost, any action that should be realized
under the stipulations of this Contract that requires any expertise that they do not have, through agents and/or representatives.



 


		(c)	The Agent will not be responsible for the actions of such external consultants, agents and/or representatives,
unless that, in the process of their selection, they incurred in malice or grave negligence, determined by a final resolution,
definitive and unappealable.



 




    	 	56



     


    

 


		(d)	The hiring of services to which Numeral 14.4 refers to will be previously communicated to the Banks,
and the Co-obligors, having the latter assume jointly the costs that such consulting with third parties will generate. To these
effects, the agent will attach the communication they send to the Co-obligors, the budget or estimate of such costs.



 


		14.5.	Event of Noncompliance/Default



 


		(a)	Upon the reception of any notice sent by any of the Banks, or any of the Co-obligors, in which
the existence of an Event of Noncompliance/Default is communicated, such Event of Noncompliance will be acknowledged by the Parties
involved. In case the Agent receives such notification, the Agent will have to notify the other Banks – and the Co-obligors
in case of having received the notification from a Bank – and carry out all the actions that are considered necessary in
coordination with the Banks.



 


		(b)	The Agent will notify the Banks – and the Co-obligors in case of having received such notification
from a Bank – about the occurrence of the Event of Noncompliance within two (2) Working Days after becoming aware of it as
it is stipulated in the precedent paragraph, or after having become aware through sources other than those of the Banks or the
Co-obligors.



 


		14.6.	Responsibilities of the Agent



 


		(a)	Neither the Agent or any of their affiliates, their respective directors, functionaries, or employees
will be responsible for any action taken or not taken in relation to this Contract, insofar they have adopted or not adopted said
measure within the terms written in this Contract and/or in accordance with the instructions of the Banks. The obligations of the
Agent are related to the means, and not to the results.



 


		(b)	Neither the Agent or any of their affiliates, or their respective directors, functionaries, or
employees will be responsible, or will have the duty to confirm, investigate, or verify: (a) any statement, assertion, or declaration
done related with this Contract or any of the Disbursements carried out in virtue of this Contract; (b) the compliance or the follow
up of any of the agreements or understandings of the Co-obligors, as stated in this Contract; (c) the veracity of any of the Statements
and Assertions of the Co-obligors; or (d) the validity or authenticity of the Loan Documents or of any other financial instrument
or deed entered, in relation to this Contract.



 


		(c)	The Agent will not be responsible for the damages, prejudices, or losses in general and without
any limitations, that the Banks may suffer as a consequence of any omission when acting on their behalf or in he acts carried out
or executed for the fulfilment of any agreement adopted by the Banks, unless the Agent had acted (or incurred in omission) with
inexcusable guilt or malice in carrying out their obligations under the Applicable Norms, and/or this Contract, which will be determined
by final ruling from an arbitral tribunal or competent authority, whichever applies.



 


		(d)	The Banks will accept, in advance, that the Agent will be able to cede their contractual position
to any Affiliate, without having to require any additional consent from the Banks. In case the Agent requires to cede their contractual
position to a third party different from the aforementioned, the Agent will have to previously have a unanimous approval from the
Banks.



 




    	 	57



     


    

 


		14.7.	Decisions of The Authorized Assignees over the Loan



 


Each Authorized Assignee, for the mere
fact of entering the Contract of Adhesion, acknowledges that they have conducted a revision and analysis of the documents and information
related to this Contract, and have assessed and decided their participation in the Loan individually and independently, without
relying on information or recommendation given by the Agent or the structurer, or the other Banks.


 


Each Bank states that has reviewed and
accepts all the terms and conditions foreseen in the Loan Documents.


 


Likewise, each Bank acknowledges that is
responsible of their own decisions in participating in the Loan, and that they have carried out on their own, without relying on
the Agent or the Structurer, the verifications, and investigations deemed pertinent, including those referred to the financial
and credit position of the Co-obligors and of the Existing Subsidiaries, the veracity of the information supplied by the Co-obligors,
the assessment and revision of the financial and credit position of the Co-obligors and their Existing subsidiaries, as well as
the validity and exigency of the Loan Documents.


 


		14.8.	Payments and Indemnities



 


The Banks agree to reimburse and/or indemnify
the Agent in proportion to the participation assumed by them in the Loan, for any cost, reasonable expense, duly documented (including
fees, and disbursements for consulting), claims, suits, actions, or losses that may affect them or that they might have had to
pay, derived from their functions in the execution of this Contract.


 


		14.9.	Successor of the Agent 



 


		14.9.1.	The Agent will be able to resign to their position, without any liability, if they notify such
decision to the Banks, with copy to the Co-obligors (through DBP as their representative as stated in Clause Sixteenth), with at
least sixty (60) Working Days in advance to the date in which their resignation becomes effective, subject to what has been established
in Numerals 14.9.6 and 14.9.7 of this Clause.



 


		14.9.2.	The Banks will be able to agree themselves on the removal of the Agent, in which case, the following
procedure will be followed:



 


		(i)	The unanimous agreement of all the Banks will be required. All the Banks, if it is the case, will
send, jointly, a communication to the Agent stating their decision of removing the Agent from the position. The date from which
the removal will be effective should be stated in such communication.



 


		(ii)	The silence of any of the Banks, if applicable, will be interpreted as a refusal to the request
of substitution of the Agent, by the respective Bank.



 


		14.9.3.	In any case of substitution of the Agent, the Agent will carry out all the acts and will produce
all the public and private documents, insofar they become necessary to reflect such situation.



 




    	 	58



     


    

 


		14.9.4.	In case the Agent resigned, the substitute will be appointed by the Banks following the procedure
foreseen in Numeral 15.2.



 


		14.9.5.	In case of removing the Agent, the Banks will be able to establish, in common agreement, a procedure
applicable so that, in the same voting act instituted for the removal of the Agent, a substitute is chosen. Upon the disagreement
on a procedure to follow, the procedure established in Numeral 15.2 will be observed.



 


		14.9.6.	In any of the cases regulated by this Clause, an Agent of functions should be present. Thus, the
Agent obliges themselves to remain in functions insofar the procedure for choosing the new Agent has not finished, and this new
Agent takes over the position, unless what is established in the following numeral applies.



 


		14.9.7.	In the case that the designation of the new Agent has not been fulfilled within sixty (60) Working
Days counted from the first communication sent to that effect to the Banks, the Agent will conduct the corresponding designation,
without incurring in any responsibility on account of this designation. Overall, if this designation were not accepted once the
sixty-day Working-Day period has expired, then (a) the resignation of the Agent will be accepted, (b) the Agent will be released
from that moment of their functions and obligations in virtue of this Contract, and (c) the Banks, through their representatives
subject to what has been established in Clause Fifteenth of this Contract, will fulfil, subsequently, all the functions of the
Agent until the Banks designate a new Agent.



 


		14.10.	Collective work of the Banks.



 


In case there were one or more Authorized
Assignees, the rights of the Banks in accordance with this Contract, will be exercised collectively through the Agent in accordance
with what is written in this paragraph, except in reference to the cases foreseen in the second paragraph of numeral 11.2 and in
item (c) of numeral 14.9.7. In particular, an illustrative title, except with what has been foreseen expressly in such numerals,
none of the Banks acting individually will be individually able to adopt decisions that become bonding legally or obligatorily
for the Co-obligors, nor send them communications, or exercise collections, or state the existence of Events of Noncompliance,
or the remediation of such events, or grant, or extend terms, or excuses.


 


Fifteenth: Agreements between Banks


 


		15.1.	Other than what has been stipulated in the preceding paragraph, all agreements, decisions, opinions
and/or manifestations of will that are required to be adopted and/or expressed by the Banks in virtue of this Contract, will be
approved and/or expressed by most of the Banks.



 


To adopt decisions in relation to the following
matters, a unanimous agreement of all the Banks will be required for:


 


		(i)	Any modification in respect to the terms that regularize the payment of the Loan and any modification
of the Payment Schedule.



 


		(ii)	Any modification to the Compensatory Interest Rate or the Moratorium Interest Rate.



 




    	 	59



     


    

 


		(iii)	The approval of any exoneration in respect to the occurrence of an Event of Noncompliance that
determines the non-acceleration derived from this Contract as a consequence of such Event of Noncompliance.



 


		(iv)	The approval of any decision in favor of not executing the Specific Guarantees as a consequence
of an Event of Noncompliance, or freeing, partially or totally, any part of the Specific Guarantees.



 


		(v)	The removal of the Agent in accordance with Numeral 14.9 of this Contract.



 


		(vi)	Any modification to the Contracts of Guarantee.



 


		(vii)	The authorization of any change in the Effective Control in respect to any of the Co-obligors,
or in respect to any of the Existing Subsidiaries.



 


		15.2.	For the agreements adopted between the banks in virtue of this Contract the following procedure
will be observed:



 


		15.2.1.	The Agent will send the Banks, each, a notification on the decision that the Banks should adopt
accordingly.



 


		15.2.2.	Each one of the Banks will have a period of four (4) Working Days to issue a statement in respect
to the notification forwarded by the Agent. The term aforementioned will be computed from the date in which the communication referred
to in Numeral 15.2.1 has been received by the respective Bank. Within the time frame aforementioned, each Bank will be able to:
(1) request further information linked to the notification; or (2) forward a communication to the Agent indicating their decision
in respect to it, as well as the amount Outstanding of Amortization as of the date of the forwarding of the communication to such
Bank.



 


		15.2.3.	In case any of the Banks did not communicate their decision within the term established in the
preceding Numeral, the measure to be adopted by means of such communications will be considered accepted.



 


		15.2.4.	Within the term of four (4) Working Days counted from the date in which the Agent has received
or would have received the communications from all the Banks to which reference has been made in the preceding Numeral 15.2.2,
the Agent will determine the decision adopted by the Banks considering the amount Outstanding of Amortization stated by the Banks,
with prior consent of the Agent, which will be authorized to correct any material error found.



 


		15.2.5.	Once the aforementioned has been calculated, the Agent will communicate the Banks the decision
adopted, and will proceed accordingly.



 


Sixteenth: Notifications


 


		16.1.	Unless this Contract or the Applicable Norms establish specific formalities, all the notifications
and/or communications will be forwarded in writing, delivered in person, and addressed to the persons indicated as follows:



 




    	 	60



     


    

 


To Banco de Crédito del Perú,
as the Lender (Corporate Banking):


 


	Address:	Calle Centenario N° 156, Urb. Las Laderas de Melgarejo, La Molina, Lima
	Email:	mpuelles@bcp.com.pe y amolinari@bcp.com.pe
	Attn:	Luis Mauricio Puelles Cáceres y Alejandro Molinari Arroyo


 


To Banco de Crédito del Perú,
as the Agent:


 


	Address:	Av. El Derby 055, Torre 4, Piso 10, Santiago de Surco, Lima
	Email:	jcossio@bcp.com.pe; rbalarezo@bcp.com.pe; cyalta@credicorpcapital.com;
    dkleeberg@credicorpcapital.com
	Attn:	Juana Cossío Cavero, Roberto Balarezo Medina, Darío Kleeberg Díaz and Carlos Yalta Sánchez


 


To the Co-obligors 


 


	Address: 	Avenida Pedro de Osma 450, Barranco, Lima, Perú
	Email: 	ed.guimaraes@sierrametals.com / claudio.cubillas@sierrametals.com
    / danilo.guevara@sierrametals.com
	Attn: 	Messrs. Edmundo Guimaraes / Claudio Cubillas Zavaleta / Danilo Guevara Cotrina


 


By means of this document the Co-obligors
appoint DBP as their representative, so that they act as their only valid interlocutor between the Agent and/or the Banks in the
execution of this Contract; thus, any communication forwarded to the Co-obligors by the Agent and/or the Banks will be considered
as received by all the Co-obligors when such communication has been delivered to DBP at the address aforementioned, according to
the criteria established in this Clause. As well, any communication that the Co-obligors send to the Agent and/or the Banks will
necessarily have to be sent by DBP according with the criteria established in this Clause, establishing that such communication
has expressly been consented by the Co-obligors, and therefore, is valid and committing.


 


The Part that wishes to modify any of the
data aforementioned, will have to communicate that decision in writing, through a letter signed by their authorized representative.
Any modification will only produce effects if it has been communicated in writing with fifteen (15) calendar days in advance, and
that their new domicile is in the city of Lima.


 


		16.2.	In case any of the requirements specified in the precedent paragraph has not been met, the change
will not produce any effect whatsoever, and all the communications sent in accordance with the terms aforementioned will be deemed
valid and efficiently realized.



 


		16.3.	The Parties clearly state that the use of electronic email will be restricted only for the cases
of regular communications that are linked to the rendering of services, and not meaningful and/or material to this Contract. Thus,
any meaningful communication material or related to the procedure of solution of controversies in this Contract that is sent electronically
via email will be construed carried out only when it has been sent afterwards in writing to the physical addresses mentioned.



 




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Seventeenth: Expenses


 


		17.1.	All the expenses related to the entering of this Loan Contract and to all the other Loan Documents,
reasonably and duly documented, related to the structuring, elaboration of documentation, and implementation of the Loan Documents
will be afforded by the Co-obligors jointly.



 


The expenses covered include, without limitations,
the expenses derived from the legal advice of the Agent and/or the Banks in the elaboration or implementation of the Loan Documents
and the expenses on the works of the Notary Public (original testimonials, minutes), for the registration of the deeds in the Public
Records Office, as applicable, all related to the Loan Contract and the other Loan Documents.


 


		17.2.	Likewise, the Co-obligors will be jointly liable and responsible for the expenses that will originate
in virtue of the Loan Documents, as well as for the expenses in which the Agent and/or the Banks will incur for requiring the compliance,
judicially or extrajudicially, of the obligations derived from this Contract, including the procedures of execution of the Specific
Guarantees and of the Promissory Notes, as well as those of transferences, if applicable.



 


Eighteenth: Cessions


 


		18.1.	The Parties agree that each of the Banks will be able to cede their contractual position they hold
in virtue of this Contract to any Authorized Assignee. The Co-obligated and the Banks, in this act, render their irrevocable consent
and authorization to such cessions of contractual position.



 


		18.2.	Likewise, the Parties state that each of the Banks will be able to cede, partially or totally their
corresponding rights in virtue of this Contract, without the need of having a consent from the Co-obligors, in accordance with
the Law, to any Authorized Assignee.



 


		18.3.	In the cases established in the preceding Numerals 18.1 and 18.2, the transference or cession will
not be inferior to US$ 10'000,000.00 (ten million and 00/100 Dollars), nor will it imply greater costs to the Co-obligors (which,
in general, will be afforded by the ceding Bank), unless considering what has been foreseen in Clause Thirteenth.



 


		18.4.	All cessions will be effective when they are communicated to the Co-obligors (through DBP as their
representative according to Clause Sixteenth), and, as long as, to the satisfaction of the Agent, concerns an Authorized Assignee,
and complies with what has been established in the preceding Numeral 18.3.



 


		18.5.	It is stated that in case an Event of Noncompliance has been produced, each of the Banks will be
able to cede their rights or their contractual position under what has been stipulated in this Contract to any third party, whether
it is an Authorized Assignee or not.



 


		18.6.	The Parties agree that the Co-obligors will not be able to transfer or cede because of any reason
or title, their corresponding rights or obligations stipulated in this Contract without previous authorization in writing from
the Agent.



 


Nineteenth: Confidentiality


 


		19.1.	The Parties and their Affiliates will not be able to reveal any confidential information that would
have been exclusively given for the entering of this Contract without the previous consent in writing from the Parties, unless
(i) it is about their directors, functionaries, employees, agents, external legal advisors and consultants, and others directly
involved in the transaction; or (ii) it is required by any Governmental Authority within the frame of the Applicable Norms.



 




    	 	62



     


    

 


Twentieth: Indemnification


 


The Co-obligors are jointly committed in
solidarity to indemnify the Agent, the Banks and their respective directors, functionaries, representative, agents, advisors, or
employees (each of them, a “Subject of Indemnification”) for all losses, responsibilities, claims, damages,
or expense incurred by any of them, derived from, or related directly or indirectly with any investigation, litigation, or any
type of procedure related to the operations contemplated in this Loan Contract, as long as such investigation, litigation, or any
procedure has been originated in the noncompliance by the Co-obligors, of their obligations in virtue of this Contract, including,
among others, legal fees and costs of transactions. The Co-obligors will not be liable to indemnify for those damages originated
by grave negligence or malicious behavior of the Subject of Indemnification, determined by a final resolution, definitive and unappealable.


 


Twenty-first: Modifications and/or Resignation to
the Contract


 


		21.1.	Any amendment or modification to this Contract or any consent for the exoneration to the Co-obligors
in respect to the compliance of any obligation will be valid and enforceable as long as such amendment, modification, exoneration,
or consent is granted in writing and signed by the Agent and the Banks, and, in the case of an amendment or modification to this
Contract, it is also signed by the Co-obligors, without prejudice to what has been stated in Clause Fifteenth.



 


		21.2.	No error from the Agent or the Banks to exercise, or any delay in exercising, any right, power,
or exoneration under what has been stipulated in the Loan Documents will be considered as a resignation of such rights, powers,
or exonerations, or any unique or partial execution of such rights, powers, or exonerations will be considered as an evasion of
the exercising of any other right, power or exoneration. The exonerations granted are accumulative and non-excluding of any other
exoneration granted by Applicable Norms in the Republic of Peru.



 


		21.3.	Any resignation, exoneration and/or liberation will be construed as interpreted and executed restrictively,
and for the specific purposes for which it was granted.



 


		21.4.	If, for any reason, one or more of the dispositions of this Contract were declared invalid and/or
ineffective, partially or in its integrity, such invalidity and /or ineffectiveness will not affect the validity and/or ineffectiveness
of the remaining dispositions in this Contract.



 


Twenty-second: Jurisdiction and Applicable Law


 


		22.1.	The Parties agree that for the effects of this Contract, the Applicable Norms of the Republic of
Peru will govern.



 


		22.2.	The Parties agree to resolve any doubt, difference, disagreement, litigation, or controversy that
could derive from this Contract through direct approach and in good faith.



 




    	 	63



     


    

 


		22.3.	However, if according to what has been established in the preceding Numeral 22.2, the doubt, difference,
disagreement, litigation, or controversy that could derive from this Contract persisted, included those of their interpretation,
execution, invalidity or annulment, they would be resolved by means of an ad hoc arbitral tribunal made out of three (3)
members that will necessarily have to be lawyers, conducted in accordance with the Regulations of National Arbitral Procedures
enforced by the US Chamber of Commerce in Peru, to whose norms the Parties will subject unconditionally, stating that they have
knowledge of them, and accepting them in their integrity.



 


Each one of the Parties will
designate a referee, within fifteen (15) days once the requirement for such designation has been received, these referees in turn
will designate the third referee, who will chair the arbitral tribunal. In case one of the Parties did not designate their referee
within the period aforementioned, this will be designated by the International Center for Arbitration of the American Chamber of
Commerce in Peru (“AmCham”). In case the designated referees by the Parties did not reach agreement in respect
to the designation of the third referee within the term of fifteen (15) Working Days counted form the date of the designation of
the last referee, the latter will be designated by the AmCham.


 


		22.4	The arbitration will be carried out in
the city of Lima, in the Spanish language, and it will last no more than one hundred (100) Working Days, counted from the date
of the installation of the arbitral tribunal until the issuance of the respective ruling, being able the arbitral tribunal, exceptionally,
and for reasons linked to the probatory evidence only, to extend the term indicated before. The ruling that the arbitral tribunal
issues will be final and definitive, unappealable, and of obligatory compliance. The ruling will produce the effects of matter
judged.



 


As well, the expenses and costs
of the process will be integrally afforded by the Party or Parties that are not being favored with the decision of the arbitral
tribunal, that in addition will set and include such costs and expenses in the ruling.


 


		22.5	An action for annulment against the ruling can only be presented. The Party that puts before the
action for annulment and requests the suspension of the execution of the ruling, will have to present before the competent judicial
authority, as an indispensable requirement, a letter of guarantee from a bank, unconditioned, irrevocable, and of immediate realization,
issued by a bank of prestige with residence in the city of Lima, in favor of the other Party, valid for no less than one year,
subject to be renovated and kept valid until the action for annulment has been resolved in full, by the amount of US$50,000 (fifty
thousand and 00/100 dollars) to guarantee the compliance of the ruling. This indispensable requirement will be demanded even in
the cases in which the sentence, in all or in part, is purely declarative, it is not valued in money, or requires a liquidation
or determination that it is not only a mathematical operation.



 


This letter of guarantee will
be returned to the Party that presented the action for annulment only in the case that such appeal is declared founded by consented
resolution. In case it is the opposite, the letter of guarantee will be executed by the Party in whose favor it has been awarded
and applied as penalty.


 




    	 	64



     


    

 


		22.6	The Parties agree that in case the intervention of the ordinary judges and tribunals is required,
the Parties expressly subject themselves to the jurisdiction of the judges and tribunals of the judicial district of Lima Downton,
resigning to the territorial competence that may correspond in virtue of their domiciles.



 


		22.7	For the effects of arbitral proceedings, the Co-obligated will be considered jointly or individually
as one Party and the BCP, the Agent and any Authorized Assignee will be considered jointly as the other Party.



 


Mr. Notary Public, please add all the other
Clauses applicable by Law and present these minutes to be registered in the Public Records Office of Lima.


 


Entered in the City of Lima, on 8 March 2019.


 


[signature sheet follows]


 




    	 	65



     


    

 


	Representing SMI:	 
	 	 
	 	 
	Danilo Guevara Cotrina	 
	 	 
	Representing DBM:	 
	 	 
	 	 
	Danilo Guevara Cotrina	 
	 	 
	Representing DBP:	 
	 	 
	 	 
	Danilo Guevara Cotrina	 


 


	Representing Banco de Crédito del Perú (as the Lender):	 


 


	 	 	 
	Luis Mauricio Puelles Cáceres	 	Alejandro Molinari Arroyo


 


	Representing Banco de Crédito del Perú (as the Agent):	 


 


	 	 	 
	Roberto Balarezo Medina	 	Juana Lucy Milagros Cossío Cavero


 




    	 	66



     


    

 


ANNEX 1.1.7


 


MINING ASSETS


 


		1.	Perú



 


		a.	Mining Concessions



 


	Código	 	Nombre	 	Titular	 	Estatus	 	Has.	 	Dpto	 	Prov	 	Distrito	 	Partida

    Registral	 	Situación
    Actual
	010000105l	 	Acumulación
    Yauricocha	 	Sociedad Minera Corona
    S.A.	 	Titulado	 	18,777.9238	 	Lima	 	Yauyos	 	Alis / Laraos / Tomas	 	12216293	 	Concesión
    inscrita en SUNARP


 


Mining Petitions: However the titles of
mining concession have not been obtained yet, and, therefore, they cannot be considered appropriately as assets, the process of
obtaining these concession authorizations ids ongoing in respect to the following mining concessions: (i) YAURICOCHA 4-D (with
code: 010162217), (ii) LUCERO 2016 1 (with code 020000116), (iii) LUCERO 2016 2 (with code 020000216), (iv) LUCERO 2016 3 (with
code 020000316), (v) EMMA 2017 H18 (with code 020000817), (vi) EMMA 2017 H28 (with code 020000917), (vii) EMMA 2017 H38 (with code
020001017), (viii) EMMA 2017 H48 (with code 020001117), (ix) EMMA 2017 H58 (with code 020001217), (x) KUNTUR ÑAHUI 5 (with
code 010010916).


 


		b.	Concessions of Benefit



 


	Código	 	Nombre	 	Titular	 	Estatus	 	Capac.

    /Has.	 	Dpto	 	Prov	 	Distrito	 	Partida

    Registral	 	Situación
    Actual
	P1100383	 	Planta de Beneficio
    Yauricocha Chumpe	 	Sociedad Minera Corona
    S.A.	 	Titulado	 	3,000tmd /148.50
    Ha. 	 	Lima	 	Yauyos	 	Alis	 	2027435	 	Concesión
    inscrita en SUNARP. Pendiente de inscripción ampliación de capacidad de planta y nuevos equipos


 


		2.	México (Referential)



 


		a.	Mining Concessions whose titles belong to Días Bras Mexicana S.A. de C.V.



 


	Nombre	 	Área	 	Título	 	Inscrito RPM
	La Chaparrita	 	10.00	 	217751	 	13/08/2002
	La Mesa	 	718.95	 	223506	 	12/01/2005
	Luz de Oro	 	7,688.3633	 	223386	 	09/12/2004
	Luz de Oro Fraccion 1	 	47.9420	 	223387	 	09/12/2004
	La Metalica	 	279.7570	 	196875	 	13/08/1993
	La Estrella	 	196.2125	 	196873	 	13/08/1993
	La Princesa	 	68.0760	 	196872	 	13/08/1993
	Gloria B	 	117.3367	 	233049	 	02/12/2008
	Huimayvo	 	23,369.8634	 	230230	 	02/08/2007
	Huimayvo fracc 1	 	720.0000	 	229056	 	28/02/2007
	Huimayvo fracc 2	 	148.8042	 	229057	 	28/02/2007
	Huimayvo Fracc 3	 	0.0534	 	230231	 	02/08/2007


 




    	 	67



     


    

 


	Huimayvo Fracc 4	 	2.9405	 	230232	 	02/08/2007
	Huimayvo Fracc 5	 	0.9147	 	230233	 	02/08/2007
	Base*	 	23.8090	 	217584	 	06/08/2002
	Flor de Mayo*	 	14.4104	 	224700	 	31/05/2005
	Base 1	 	3.9276	 	227657	 	28/07/2006
	San Miguel V	 	6.5328	 	227984	 	26/09/2006
	Santa Rita	 	16.6574	 	229081	 	06/03/2007
	Sayra I	 	7.2195	 	229064	 	02/03/2007
	San Miguel	 	96.2748	 	229166	 	21/03/2007
	San Miguel I	 	98.6218	 	228484	 	24/11/2006
	San Miguel II	 	100.00	 	227363	 	14/06/2006
	San Miguel III	 	100.00	 	227364	 	14/06/2006
	San Miguel IV	 	96.9850	 	227485	 	27/06/2006
	San Miguel VI	 	98.9471	 	228058	 	29/09/2006
	San Miguel VII	 	52.6440	 	229084	 	06/03/2007
	Saira	 	16.00	 	227365	 	14/06/2006
	Manuel	 	100.00	 	227360	 	14/06/2006
	Santa Rita Fracc. I	 	9.00	 	229082	 	06/03/2007
	Santa Rita Fracc. II	 	8.8141	 	229083	 	06/03/2007
	San Juan	 	12.3587	 	218657	 	03/12/2002
	San Juan Fracc. A	 	0.1727	 	218658	 	03/12/2002
	San Juan Fracc. B	 	0.1469	 	218659	 	03/12/2002
	Norma	 	12.2977	 	218851	 	22/01/2003
	Norma 2	 	1.7561	 	219283	 	25/02/2003
	Cima	 	9.9637	 	217231	 	02/07/2002
	Manuel 1 Fracc A	 	1.1858	 	229747	 	13/06/2007
	Manuel 1 Fracc B	 	1.3425	 	229748	 	13/06/2007
	Alma	 	80.4612	 	227982	 	25/09/2006
	San Bartolo	 	6.00	 	150395	 	30/09/1968
	Marisa	 	5.08	 	220146	 	17/06/2003
	La India	 	15.76	 	150569	 	29/10/1968
	Nueva Recompensa	 	21.00	 	195371	 	15/09/1992
	Monterrey	 	5.4307	 	183820	 	22/11/1988
	Nueva Santa Marina	 	16.00	 	182002	 	08/04/1988
	San Ignacio	 	3.00	 	165662	 	28/11/1979
	Promontorio	 	8.00	 	163582	 	30/10/1978
	La Perla	 	15.00	 	165968	 	13/12/1979
	La Perlita	 	10.00	 	163565	 	10/10/1978
	Luís	 	3.1946	 	194225	 	19/12/1991
	La Consolidada	 	22.00	 	165102	 	23/08/1979
	La Doble Eufemia	 	9.00	 	188814	 	29/11/1990
	La Gloria	 	10.00	 	179400	 	09/12/1986
	La Indita	 	9.9034	 	212891	 	13/02/2001


 




    	 	68



     


    

 


	La Suerte	 	10.5402	 	216711	 	28/05/2002
	El Hueco	 	1.8379	 	172321	 	23/11/2003
	El Presidente	 	8.1608	 	209802	 	09/08/1999
	El Salvador	 	7.7448	 	190493	 	29/04/1991
	La Bufa Chiquita	 	3.6024	 	220575	 	28/08/2003
	Aguila	 	4.2772	 	216262	 	23/04/2002
	Año Nuevo	 	12.00	 	192908	 	19/12/1991
	Ampl. Nueva Josefina	 	18.2468	 	177597	 	02/04/1986
	El Milagro	 	26.8259	 	166580	 	27/06/1980
	Los Pelones	 	16.3018	 	166981	 	05/08/1980
	La Ilusión	 	6.00	 	166611	 	27/06/1980
	La Hermana de la India	 	13.1412	 	180030	 	23/03/1987
	La Rumorosa	 	20.00	 	166612	 	27/06/1980
	La Nueva Josefina	 	10.00	 	181221	 	11/09/1987
	Mina Vieja	 	8.25	 	165742	 	11/12/1979
	Margarita	 	14.00	 	165969	 	13/12/1979
	CUSI-DBM	 	4,716.6621	 	229299	 	03/04/2007
	CUSI-DBM 02	 	4,695.1748	 	232028	 	10/06/2008
	Bronco 1 A	 	55.6309	 	240329	 	23/05/2012
	Bronco 1 B	 	0.8801	 	240330	 	23/05/2012
	Bronco 2	 	7.5296	 	239311	 	13/12/2011
	Bronco 3	 	8.1186	 	243011	 	30/05/2014
	Bronco 4	 	0.5224	 	239312	 	13/12/2011
	Bronco 5	 	6.7121	 	239335	 	13/12/2011
	Bronco 6	 	9.00	 	239321	 	13/12/2011
	Zapopa	 	8.3867	 	240189	 	13/04/2012
	Bibiana	 	71.6857	 	239262	 	08/12/2011
	Sayra	 	78.6362	 	239403	 	15/12/2011


 


		b.	Mining Concessions whose titles belong to EXMIN S.A. DE C.V.



 


	Nombre	 	Área	 	Título	 	Inscrito RPM
	Moctezuma	 	67.4364	 	226218	 	01/12/2005
	Tati de Oro	 	7,846.5393	 	239983	 	11/01/2005
	Santo Niño	 	338.1307	 	213777	 	15/06/2001
	Alex	 	98.0000	 	224678	 	31/05/2005
	Santa Rosa	 	95.0000	 	216232	 	23/04/2002
	Esmeralda 2	 	68.0000	 	236454	 	02/07/2010
	Barbara	 	14,805.3432	 	230459	 	04/09/2007
	San José	 	29.0830	 	231420	 	26/02/2008
	Dolores	 	10.0771	 	236188	 	19/05/2010
	Tecolote	 	11,181.4045	 	230329	 	16/08/2007


 




    	 	69



     


    

 


		c.	Mining Concessions holding buying option (not exercised) in favor of EXMIN S.A. de C.V.



 


	Nombre	 	Área	 	Título	 	Inscrito RPM
	5 Estrellas	 	494.0086	 	226486	 	24/01/2006
	San Antonio	 	99.9263	 	226487	 	24/01/2006
	San Antonio	 	100.0000	 	226488	 	24/01/2006
	San Antonio	 	82.1227	 	226373	 	13/01/2006
	San Antonio Frac. Sur	 	41.6345	 	226376	 	13/01/2006
	San Antonio Frac.Oeste	 	0.8443	 	226377	 	13/01/2006
	San Rafael Fracc 1 Norte	 	115.5930	 	229301	 	04/04/2007
	San Rafael Fracc 2 Sur	 	109.8793	 	229302	 	04/04/2007


 


		d.	Mining Concessions whose titles are pending of registration and/or regularization, or that are
not free of liens.



 


		i.	Días Bras Mexicana S.A. de C.V.



 


	Nombre	 	Área	 	Título	 	Inscrito RPM
	La Cascada	 	1,944.33	 	222720	 	27/08/2004
	Bolivar III	 	48.00	 	180659	 	14/07/1987
	Bolivar IV	 	50.00	 	195920	 	23/09/1992
	Piedras Verdes	 	92.4698	 	220925	 	28/10/2003
	Mezquital	 	2,475.41	 	223019	 	05/10/2004
	Mezquital Fracc. 1	 	4.73	 	223020	 	05/10/2004
	Mezquital Fracc. 2	 	2.4338	 	223021	 	05/10/2004
	Mezquital Fracc. 3	 	974.5713	 	223022	 	05/10/2004
	El Gallo	 	251.7977	 	224112	 	08/04/2005
	Bolivar	 	63.5633	 	192324	 	19/12/1991
	Alma	 	87.2041	 	227650	 	27/07/2006
	Alma I	 	106.00	 	226816	 	09/03/2006
	Alma II	 	91.00	 	227651	 	27/07/2006
	Cusihuiriachic Dos	 	87.6748	 	220576	 	28/08/2003
	Cusihuiriachic	 	472.2626	 	240976	 	16/11/2012
	La Mexicana	 	2.00	 	165883	 	12/12/1979


 


		ii.	EXMIN S.A. de S.V.



 


	Nombre	 	Área	 	Título	 	Inscrito RPM
	San Guillermo	 	96.0000	 	196862	 	13/08/1993
	La Reyna de Oros	 	8.7703	 	220184	 	20/06/2003
	La Reyna II	 	11.1922	 	220249	 	02/07/2003
	La verde	 	267.9282	 	228193	 	10/10/2006
	Ampl. La verde	 	297.3520	 	227852	 	24/08/2006
	Tati de Oro Fraccion 2	 	790.0665	 	223453	 	11/01/2005


 




    	 	70



     


    

 


ANNEX 1.1.27


 


FORMAT FOR THE CONTRACT OF ADHESION


 


Contract of Adhesion


 


This document registers the Contract with
the name of the Contract of Adhesion (the Contract), entered by:


 


		·	[●], a valid financial entity
constituted in accordance with the laws of [●], with domicile to these effects at [●], duly represented by [●],
identified with [●], according to the powers registered in [●] (the “Authorized Assignee”) and,



 


		·	BANCO DE CRÉDITO DEL PERÚ
holding R.U.C. No 20100047218, with domicile at: Av. El Derby No 055, District of Santiago de Surco, Province and Department
of Lima, represented by [●], identified with [●], and by [●], identified with [●], authorized to these
effects according to powers registered with code N° 11009127 in the Registry of Legal Business Entities in the city of Lima
( the “Agent”); in the terms and conditions established in the following clauses:



 


The terms whose initial letter is a capital
letter used in this instrument will carry the same meaning assigned in the Loan Contract to which Clause first of such Contract
makes reference.


 


FIRST: On 8 March 2019, the Agent,
in their condition of lender, administrative agent, and agent of guarantees, and Sierra Metals Inc. , Día Bras Mexicana
S.A. de C.V. and Dia Bras Perú S.A.C., in their condition of jointly liable Co-obligors (the “Co-obligors”)
entered a Mid-Term-Loan Contract for an amount of up to US$ 100’000,000.00 (hereafter, the “Loan Contract”).


 


SECOND: By means of this instrument
the Authorized Assignee adheres expressly to the Loan Contract in the condition of Bank, and additionally:


 


		(i)	Expresses their agreement with all the terms and conditions
contained in the Loan Contract without limitation, reservation, or restriction whatsoever, obliging themselves to fulfil all the
obligations inherent to the Banks derived from this Contract.



 


		(ii)	States that a revision and analysis of the documents and information related to the Loan Contract
have been carried out and have evaluated and decided their participation in the Loan as the result of an individual and independent
decision, without relying on information or recommendation supplied by the Agent, nor by the Structurer or the other Banks.



 


The Authorized Assignee states and accepts
that the ceding Bank does not guarantee the existence, or the exigency of the rights and obligations derived from this Loan Contract.
Nor it grants any statement or guarantee whatsoever.


 


		(iii)	Ratifies the designation of the Administrative Agent and the Agent of Guarantees in the terms of
the Loan Contract.



 


THIRD: The Banco de Crédito
del Perú, in their condition of Administrative Agent will act in representation of the Authorized Assignee for all the effects
established in the Loan Contract and in the Loan Documents, asserting as their residence to the effects of any notification being
served, the following:


 




    	 	71



     


    

 


	Addressee:	[●]





	Address:	[●]





	Telephone:	[●]





	Fax:	[●]





	Email:	[●]


 


FOURTHAPPLICABLE LAW AND SOLUTION
OF CONTROVERSIES


 


This Contract is governed and will be construed
in accordance with the laws of the Republic of Peru, and any dispute, or controversy will result in the application of the mechanisms
of solution established in the Loan Contract.


 


Entered on [●] [●] [●]


 


	For the Administrative Agent:	 	 
	 	 	 
	 	 	 
	[*]	 	[*]


 


	For the Authorized Assignee:	 	 
	 	 	 
	 	 	 
	[●]	 	[●]


 




    	 	72



     


    

 


ANNEX 1.1.33


 


REFERENTIAL PAYMENT SCHEDULE


 


	 	 	Fecha de

Pago	 	Desembolso	 	Saldo Inicial	 	Intereses	 	Amortización	 	Cuota	 	Saldo Final
	0	 	08/03/2019	 	21,400,000	 	0	 	0	 	0	 	0	 	21,400,000
	1	 	10/06/2019	 	52,350,000	 	70,000,000	 	525,521	 	0	 	525,521	 	73,750,000
	2	 	09/09/2019	 	3,750,000	 	73,750,000	 	1,049,650	 	0	 	1,049,650	 	77,500,000
	3	 	09/12/2019	 	3,750,000	 	77,500,000	 	1,103,022	 	0	 	1,103,022	 	81,250,000
	4	 	09/03/2020	 	3,750,000	 	81,250,000	 	1,156,394	 	0	 	1,156,394	 	85,000,000
	5	 	08/06/2020	 	3,750,000	 	85,000,000	 	1,209,766	 	0	 	1,209,766	 	88,750,000
	6	 	08/09/2020	 	3,750,000	 	88,750,000	 	1,277,118	 	0	 	1,277,118	 	92,500,000
	7	 	08/12/2020	 	3,750,000	 	92,500,000	 	1,316,510	 	0	 	1,316,510	 	96,250,000
	8	 	08/03/2021	 	3,750,000	 	96,250,000	 	1,354,723	 	0	 	1,354,723	 	100,000,000
	9	 	08/06/2021	 	 	 	100,000,000	 	1,439,006	 	6,250,000	 	7,689,006	 	93,750,000
	10	 	08/09/2021	 	 	 	93,750,000	 	1,349,068	 	6,250,000	 	7,599,068	 	87,500,000
	11	 	08/12/2021	 	 	 	87,500,000	 	1,245,347	 	6,250,000	 	7,495,347	 	81,250,000
	12	 	08/03/2022	 	 	 	81,250,000	 	1,143,597	 	6,250,000	 	7,393,597	 	75,000,000
	13	 	08/06/2022	 	 	 	75,000,000	 	1,079,255	 	6,250,000	 	7,329,255	 	68,750,000
	14	 	08/09/2022	 	 	 	68,750,000	 	989,317	 	6,250,000	 	7,239,317	 	62,500,000
	15	 	08/12/2022	 	 	 	62,500,000	 	889,534	 	6,250,000	 	7,139,534	 	56,250,000
	16	 	08/03/2023	 	 	 	56,250,000	 	791,721	 	6,250,000	 	7,041,721	 	50,000,000
	17	 	08/06/2023	 	 	 	50,000,000	 	719,503	 	6,250,000	 	6,969,503	 	43,750,000
	18	 	08/09/2023	 	 	 	43,750,000	 	629,565	 	6,250,000	 	6,879,565	 	37,500,000
	19	 	08/12/2023	 	 	 	37,500,000	 	533,720	 	6,250,000	 	6,783,720	 	31,250,000
	20	 	08/03/2024	 	 	 	31,250,000	 	444,767	 	6,250,000	 	6,694,767	 	25,000,000
	21	 	10/06/2024	 	 	 	25,000,000	 	367,629	 	6,250,000	 	6,617,629	 	18,750,000
	22	 	09/09/2024	 	 	 	18,750,000	 	266,860	 	6,250,000	 	6,516,860	 	12,500,000
	23	 	09/12/2024	 	 	 	12,500,000	 	177,907	 	6,250,000	 	6,427,907	 	6,250,000
	24	 	10/03/2025	 	 	 	6,250,000	 	88,953	 	6,250,000	 	6,338,953	 	0


 




    	 	73



     


    

 


Annex 1.1.83


 


Model of Promissory Note


[text pending approval]


 


PROMISSORY NOTE


 


N° ___________________________________


 


	Amount:	 
	 	 
	Place and Date of Issuance:	Lima, [*] March 2019
	 	 
	Date of Maturity:	 


 


We:


		·	Sierra Metals Inc., duly represented
by Mr.Danilo Guevara Cotrina, identified with DNI N° 29654879, authorized to this effect by power granted and registered with
Electronic Registration Folio N° 12770683 in the “Registro de Personas Jurídicas de la Oficina Registral de Lima”
(Registry of Legal Business Entities of the Public Records Office of the city of Lima) (“SMI”);



		·	Día Bras Perú S.A.C.,
with RUC (Registro Único de Contribuyentes) N° 20543482316, duly represented by Mr. Danilo Guevara Cotrina, identified
with DNI N° 29654879, authorized to this effect by power undergoing process of registration with Electronic Registration Folio
N° 12664007 12770683 in the “Registro de Personas Jurídicas de la Oficina Registral de Lima” (Registry of
Legal Business Entities of the Public Records Office of the city of Lima) (“DBP”); and



		·	Día Bras Mexicana S.A. de C.V.,
duly represented by Mr. Danilo Guevara Cotrina, identified with DNI N° 29654879, authorized to this effect by power undergoing
process of registration (“DBM”, and collectively with SMI and DBP, the “Debtors”)



 


By means of this promissory note issued
in accordance with article 10° of the Law of Securities promulgated through Law N° 27287, we owe, and obligate ourselves
solidarily to unconditionally pay to the order of Banco de Crédito del Perú (the “Bank”) or to the person
or entity to whom such bank would have transferred this promissory note, the amount of US$ ____________________ ___________________________________
(American Dollars), amount that, upon the maturing of this promissory note, will be necessarily paid in American dollars (“Dollars”),
through means of realizing a deposit in the account indicated by the Bank, or in the place in which this promissory note is brought
before us, duly completed in accordance with what has been established in the Agreement for the Filling out of the Promissory Note
dated [*] March, 2019.


 


In addition to the amount of this promissory
note, we obligate ourselves to pay jointly in solidarity, using funds also readily available in the places aforementioned, a compensatory
interest equal to LIBOR + three point fifteen percent (3.15) of the annual effective rate over the principal, which will be accrued
from the Date of Issuance until it is paid in full (the “Compensatory Interest Rate”). The Compensatory Interest
Rate aforementioned will be calculated on the basis of one year of three hundred and sixty (360) calendar days, considering such
interests to be the exact amount of calendar days elapsed in each case, and over the amount of the principal owed.


 




    	 	74



     


    

 


To the effect of determining the Compensatory
Interest rate, LIBOR means the average interest rates, to which the deposits of euro/dollars are offered for a term of ninety (90)
days in the exchange market of London, registered daily at 11:00 hours (London Time) by the British Bankers Association (BBA) or
another competent entity to the effect of - as it appears in the LIBOR page of the monitor of the Informative System of REUTERS,
or by default, by the Bloomberg Financial Markets Service (currently the BBAMI page) (adjusted in case it is necessary to the 1/16
nearest superior percentile). The applicable LIBOR interest rate will be the one valid on the date that coincides with the first
of the two (2) Working Days preceding the respective Period of Interests, rounded upwards to the nearest number to 1/100 of one
percent. If for any reason the LIBOR interest rate of ninety (90) days ceases to be available or were not provided by the BBA-
or the competent entity at that moment- and published by the informative system REUTERS, or by default by the Bloomberg Financial
Markets Service, on the date of determining the interest rate, the Bank will notify the Debtors (through DBP), and, instead, the
Bank itself will determine the LIBOR rate at the date and hour of determination of the interest rate previously mentioned: (a)
calculating the arithmetic average (rounding it upwards, in case it were necessary, to 1/16 of 1% or to its decimal equivalent)
of such interest rates being offered for the deposits in euro/dollars in the inter-banking market of euro/dollars in London for
four (4) of the main commercial banks selected by the Bank, for amounts equivalent to the balance of capital outstanding of payment
on the Loan, for amounts equivalent to the balance of the capital outstanding of payment, and for the same term of ninety (90)
days.


 


In case the LIBOR rate of ninety (90) days
or, if it were the case, the interest rate determined by the Bank, in accordance to what has been established in the preceding
paragraph, were equal to zero or minor to zero, the LIBOR rate of ninety (90) days or the interest rate determined by the Agent,
applicable to the respective Period of Interests, will be equal to zero (0).


 


In case the owed amount is not paid under
the stipulations of this promissory note on the date it is due, we obligate ourselves jointly in solidarity to pay moratorium interests
at a rate equal to two (2%) percent annual nominal, additionally to the Compensatory Interest Rate aforementioned, that will accrue,
automatically from the Due Date of this promissory note until the day it is paid (the “Moratorium Interest Rate”).
Likewise, in such case, we will pay jointly in solidarity all the taxes, notary, judicial or extrajudicial expenses, and expenses
of any other nature in which the holder of this promissory note can incur, and that are required to be paid. The moratorium interests
will be applied over any concept expired and outstanding of payment, and will accrue automatically, without the need of a prior
requirement or questioning of any kind.


 


If during the validity of this promissory
note, the Compensatory Interest Rate or the Moratorium Interest Rate to be applied to the amount of it exceeded the maximum interest
rates allowed in accordance to what has been established by any imperative norm, it is stated that we will be obligated to pay
jointly in solidarity compensatory and moratorium interests according to the maximum interest rate legally permitted.


 


In accordance with what has been established
in article 53 of the Law of Securities, we expressly and irrevocably authorize the Bank so that they can, in case the amount owed
had not been paid under the stipulations of this promissory note on the due date or afterwards, authorize the charge, application
or compensation of the whole amounts corresponding to the principal, the interests (compensatory and for noncompliance), expenses
and commissions, in case there were any, in or against any of the accounts, and any funds, deposits, or securities that we hold
in the Bank, or in any of their affiliates or branches in the Republic of Peru and abroad, in any currency applicable depending
on the accounts, deposits, or securities in respect to where they are kept, without the need of any previous advice or formality
to this effect, exonerating the Bank of receiving any previous or afterwards notification of consent. In case the charge aforementioned
is realized to an account in currency different from Dollars, we expressly authorize the Bank, on our own recognition and instructions,
to acquire in the exchange market legally available, the Dollars that were necessary to the effects of allocating them to the payment
of the amount owed, with charge to any of the accounts in foreign currency or local currency that we own in the Bank.


 




    	 	75



     


    

 


In accordance with what has been established
in article 52 of the Law of Securities, it is expressly stated that this promissory note does not require to be protested. However,
the holder is authorized to protest it on account of not having been paid if they deemed it convenient; in which case we will assume
the expenses of such notarized diligence, or of the substituting corresponding formality. The protest can be carried out through
notification sent to the common residence of the Debtors as it has been established in this promissory note.


 


It is established that the obligations
contained in this promissory note will not expire even when by fault of the Bank it would have been harmed; thus, constituting
what is otherwise regulated in article 1233 of the Civil Code.


 


All the payments to be carried out according
to this this promissory note will be carried out free of, and without deducting current or future taxes, including deductions or
retentions to nonresidents. In case we were legally obligated to carry out any deduction or retention, we will pay the additional
amounts that are necessary so that the net amount received by the Bank is equal to that amount they would have received if such
retentions and deductions had not been carried out , or we will jointly assume the payment of such taxes, and we will pay the amounts
applicable directly to the Peruvian Tax Administration Office, or any other competent authority when demanded, so that the amount
that the net sum received by the Bank is equal to the one they would have received if the law had not obligated us to make such
retentions or deductions.


 


The amount established in this promissory
note, the compensatory interest , and the moratorium interest that correspond, as well as any other amount owed in virtue of this
promissory note by the Debtors, will be paid by the Debtors in Dollars, pursuant to article 50 of the Law of Securities, thus constituting
this promissory what is otherwise stipulated in article 1237 of the Civil Code.


 


In case that in the future any legal norm
or disposition, establishing that the obligations contracted in foreign currency cannot be paid in such currency, is enacted, the
Debtors would not be exonerated from the payment of our obligations contained in this promissory note under no circumstance, and
we assume jointly in solidarity as an additional obligation to the obligation of payment derived from this promissory note, to
be paid in local currency, the obligation of compensating the Bank for any loss in the exchange rate, so that the obligatory amount
to be paid to the Bank will be an amount that is sufficient to acquire, in the available market chosen by the Bank, the same amount
of foreign currency to what the due and outstanding debt amount, represented in this promissory note.


 


Pursuant to article 49 of the Law of Securities,
the Debtors expressly authorize the Bank so that they can extend the due date of this promissory note, without requiring the confirmation
of the extension by the Debtors. For the extension to be effective, it will be sufficient that such extension is written down in
this document without the need of the Debtors to confirm it again. Without prejudice to what has been stated, the Bank will inform
the new due date to the Debtors timely and in writing, the noncompliance of which will not harm the validity, efficacy, or enforceability
of the promissory note or its extension.


 




    	 	76



     


    

 


We expressly subject to the jurisdiction
and competence of the Judges and the Courts of the Judicial District of Lima Downtown, resigning to the jurisdiction of our residence,
and we declare our residence, to these effects, the one that is indicated as common residence in this promissory note, which is
also the address where all the notifications and communications derived from this promissory note should be forwarded.


 


This promissory note is governed by the
laws of the Republic of Peru.


 


Any reference in the promissory note to
the Bank will be construed, as it corresponds, exercised upon any holder of it, whether they have acquired it by endorsement, or
by any other modality allowed by law.


 


In this act, the Debtors state that we
have received a copy of this promissory note to our thorough and complete satisfaction. This promissory note will be cancelled
and returned once it has been paid in full.


 


The Debtors indicate their common residence
for the effects of this promissory the following:


 


Avenida Pedro de Osma 450, Barranco, Lima,
Perú.


This promissory note has two (2) pages
that constitute its unique instrument.


 


Place and date of Issuance: Lima, [*] March
2019.


 


	 	 	 
	
        Sierra Metals Inc.

        Name: Danilo Guevara Cotrina

        Position: Representative

        DNI No. 29654879
	 	
        Dia Bras Perú S.A.C.

        Name: Danilo Guevara Cotrina

        Position: Representative

        DNI No. 29654879



 


	 	 
	Dia Bras Mexicana S.A. de C.V.	 
	Name: Danilo Guevara Cotrina	 
	Position: Representative	 
	DNI No. 29654879	 


 




    	 	77



     


    

 


AGREEMENT FOR THE FILLING OUT OF THE
PROMISSORY NOTE


 


By means of this document, representing
one Party:


 


		·	Sierra Metals Inc., with residence
at Avenida Pedro de Osma 450, Barranco, Lima, Peru, duly represented by Mr.Danilo Guevara Cotrina, identified with DNI N° 29654879,
authorized to this effect by power granted with Electronic Registration Folio N° 12770683 in the the “Registro de Personas
Jurídicas de la Oficina Registral de Lima” (Registry of Legal Business Entities of the Public Records Office of Lima)
(“SMI”);



		·	Día Bras Perú S.A.C.,
with RUC (Registro Único de Contribuyentes) N° 20543482316, duly represented by Mr. Danilo Guevara Cotrina, identified
with DNI N° 29654879, authorized to this effect by powers undergoing process of registration with Electronic Registration Folio
N° 12664007 12770683 in the the “Registro de Personas Jurídicas de la Oficina Registral de Lima” (Registry
of Legal Business Entities of the Public Records Office of Lima) (“DBP”); and



		·	Día Bras Mexicana S.A. de C.V.,
duly represented by Mr. Danilo Guevara Cotrina, identified with DNI N° 29654879, authorized to this effect by power undergoing
process of registration (“DBM”, and collectively with SMI and DBP, the “Debtors”)



 


Representing the other Party:


 


		-	Banco de Crédito del Perú, with
RUC N° 20100047218, with residence at 156 Calle Centenario, Urb. Las Laderas de Melgarejo, district of La Molina, province
and department of represented by [*] identified with DNI N° [*], and [*], identified with [*], both authorized to the effect
by the powers registered with codes [*], in the Electronic Registration Folio N° 11009127 of thethe “Registro de Personas
Jurídicas de la Oficina Registral de Lima y Callao” (Registry of Legal Business Entities of the Public Records Office
of Lima and Callao) (hereinafter, the “Bank”);



 


Considering that the Mid-Term Loan Contract
dated [*] March 2019, entered between the Debtors as co-obligors, the Banco de Crédito del Perú, as lenders, and
the Banco de Crédito del Perú, as Administrative Agent and as Agent of Guarantees, authorizes the Bank to complete
the Promissory Note; the Parties expressly agree that the Bank will fill out the blank spaces in the Promissory Note issued on
[*] March 2019, by the Debtors in favor of the Bank, in accordance with the instructions detailed as follows:


 


		1.	The Promissory Note will be completed by the Bank when the obligations which the Bank has the right
to represent in the Promissory Note become mature, placing the due date in the blank space of the Promissory Note, in reference
to the due date. The due date will be the date in which the Promissory Note is filled out by the Creditor.



 


		2.	The Bank will be able to complete the Promissory Note with the amount of all and each of the outstanding
obligations that the Debtors have in respect to the Bank on the due date (the “Amount”).



 


To determine the quantity of
the amount, the Bank will make, on the date of filling out the Promissory Note, a report of liquidation of all the obligations
outstanding of payment by the Debtors under what has been stipulated in the Mid-Term Loan Contract aforementioned, including, among
others, the following concepts: (i) the principal owed, (ii) the compensatory interests accrued; and (iii) the moratorium interests
that could have been accrued; and (iv) the commissions, expenses, costs, and any other payment obligation of the debtors in favor
of the Bank.


 




    	 	78



     


    

 


Once the Bank has completed the
liquidation aforementioned and determines the amount of the Promissory Note on the due date determined by the Bank, they will proceed
to write down such amount in the blank space of the respective Promissory Note, in reference to the amount.


 


		3.	To the effects of completing the Promissory Note, the Parties consent that the Bank will not require
the approval or the consent of the Debtors, or of any third party, or from any resolution or sentence issued by a judge, a court,
or a Governmental Authority.



 


		4.	In case the Promissory Note issued by the Debtors in favor of the Bank is transferred by the Bank
to one or more third parties before completion, the latter will be subjected to all the instructions applicable to the Bank, established
in this document.



 


		5.	This document is governed by the laws of the Republic of Peru, and it is written in accordance
with Article 10° of the Law of Securities (Law N° 27287).



 


This
document is entered in Lima on [*] March 2019.


 


	 	 	 
	
        Sierra Metals Inc.

        Name: Danilo Guevara Cotrina

        Position: Representative

        DNI No. 29654879
	 	
        Dia Bras Perú S.A.C.

        Name: Danilo Guevara Cotrina

        Position: Representative

        DNI No. 29654879



 


	 	 
	
        Dia Bras Mexicana S.A. de C.V.

        Name: Danilo Guevara Cotrina

        Position: Representative

        DNI No. 29654879
	 


 


For the Bank:


 


	 	 	 
	
        BANCO DE CRÉDITO DEL PERU

        Name: [*]

        Position: representative
	 	
        BANCO DE CRÉDITO DEL PERU

        Name: [*]

        Position: Representative



 




    	 	79



     


    

 


ANNEX 1.1.103


 


FORMAT USED TO REQUEST DISBURSEMENTS


 


Part A –Disbursement DPB


 


Date [●] [●] [●]


 


Messrs.


Banco de Crédito del Perú


Calle Centenario 156, Urb. Las Laderas
de Melgarejo, La Molina


Lima.-


 


		Att:	[INCLUDE NAME]



 


Dear all:


 


In respect to the loan contract dated 8
March 2019, entered between Sierra Metals Inc., Día Bras Perú S.A.C. and Bras Mexicana S.A. de C.V., as co-obligors
jointly liable (the “Co-obligors”), and Banco de Crédito del Perú, as lender, Administrative Agent
and Agent of Guarantees (hereinafter, the “Loan Contract”), and to the effects of meeting the precedent condition
for any Disbursement DBP against the Loan, detailed in Clause 6.2 of the Loan Contract, by means of this letter, we request the
Agent so that they carry out the following Disbursement DBP under the following terms:


 


		·	Amount: [US$70,000,000.00]



 


		·	Date of Disbursement: [●]



 


		·	Deposit in account: BCP No[[*]],
CCI [*] owned by Dia Bras Perú S.A.C.



 


In accordance with Clause Second of the
Loan Contract, the funds subject of this disbursement will be used to:1


 


		(i)	Pay part of the outstanding balance of the debt that DBM has to Corona,
or the amount of US$ 8’000,000.00 (eight million and 00/100 Dollars);



 


		(ii)	Pay DBM debts related to financing received from third parties and
the acquisition of royalties for a total amount of US$ 2’200,000.00 (two million and two hundred thousand and 00/100
Dollars);



 


		(iii)	To finance the CAPEX of DBM, Exmin, Servicios de Minería and
Bolívar, for an aggregated amount of US$ 2’800,000.00 (two million eight hundred thousand and 00/100 Dollars);



 


		(iv)	For corporate uses in SMI, for an amount of up to US$ 8’400,000.00
(eight million four hundred thousand and 00/100 Dollars); or



 





 



1        Note:
to be completed as it corresponds to the DBP Disbursement.


 




    	 	80



     


    

 


		(v)	To pay the outstanding balance of the debt DBP has to BCP, derived from: (a) the loan contract
whose integral modification was entered on 4 August 2015, with an outstanding balance owed of US$ 33’000,000.00 (thirty-three
million and 00/100 Dollars); (b) a line of credit granted to DBP by the BCP in August 2017 with an outstanding balance owed of
US$ 15’000,000.00 (fifteen million and 00/100 Dollars); and (c) the unpaid accrued interests of US$ 600,000.00 (six hundred
thousand and 00/100 Dollars), and, if it is the case, to afford the costs of breaching of funding of (a) and (b), whose amount
will be confirmed by the Agent.



 


The terms in this document that are written
with the first letter in Capital letters will have the meaning attributed to them in the Loan Contract.


 


Sincerely,


 


	 	 
	Día Bras Perú S.A.C.


[*]


As the representative of the Co-obligors
in accordance with Clause Sixteenth of the Loan Contract.


 




    	 	81



     


    

 


Annex 1 – Liquidation of accrued
and unpaid interests, and costs of breaching the funding


 


The Administrative Agent will have to pay
the amount detailed below to the BCP:


 


[To be completed]


 




    	 	82



     


    

 


ANNEX 1.1.103


 


FORMAT USED TO REQUEST DISBURSEMENTS


 


Part B –Disbursement SMI


 


Date [●] [●] [●]


 


Messrs.


Banco de Crédito del Perú


Calle Centenario 156, Urb. Las Laderas
de Melgarejo, La Molina


Lima.-


 


		Att:	[INCLUDE NAME]



 


Dear all:


 


In respect to the loan contract dated 8
March 2019, entered between Sierra Metals Inc., Día Bras Perú S.A.C. and Bras Mexicana S.A. de C.V., as co-obligors
jointly liable (the “Co-obligors”), and Banco de Crédito del Perú, as lender, Administrative Agent
and Agent of Guarantees (hereinafter, the “Loan Contract”), and to the effects of meeting the precedent condition
for any Disbursement DBP against the Loan, detailed in Clause 6.2 of the Loan Contract, by means of this letter, we request the
Agent so that they carry out the following Disbursement DBP under the following terms:


 


		·	Amount: [●]



 


		·	Date of Disbursement: [●]



 


		·	Deposit in account: BCP No[[*]],
CCI [*] owned by Sierra Metals Inc.



 


In accordance with Clause Second of the
Loan Contract, the funds subject of this disbursement will be used to:2


 


		(vi)	To finance the CAPEX of DBM, Exmin, Servicios de Minería and
Bolívar, for an aggregated amount of US$ 17’200,000.00 (seventeen million two hundred thousand and 00/100 Dollars);



 


		(vii)	To pay the outstanding balance in the DBM debt to Corona for an amount
of US$ 11’600,000 (eleven million and six hundred thousand and 00/100 Dollars); and



 


		(viii)	For corporate uses in SMI, for an amount of up to US$ 1’200,000.00
(one million two hundred thousand and 00/100 Dollars



 


The terms in this document that are written
with the first letter in Capital letters will have the meaning attributed to them in the Loan Contract.


 


Sincerely,


 


	 	 
	Día Bras Perú S.A.C.


[*]


As the representative of the Co-obligors
in accordance with Clause Sixteenth of the Loan Contract.


 





 



2        Note:
to be completed as it corresponds to the DBP Disbursement.


 




    	 	83



     


    

 


ANNEX 6.1.7


 


INSURANCE POLICIES


 


	Póliza de Seguro	 	Número	 	Compañía de Seguros	 	Período de Cobertura
	Commercial General Liability Policy	 	CSINT1700347	 	Rimac Seguros y Seguros Afirme	 	30/04/18 – 30/04/19
	Contingent Protective Policy	 	01429300	 	TOKIO Marine HCC	 	30/04/18 – 30/04/19
	Crime Policy	 	CMTOAA4974004	 	Liberty International Underwriters	 	30/04/18 – 30/04/19
	Director’s and Officer’s Liability Policy	 	CAF000621180M	 	Allianz Global Risks US Insurance Company	 	30/04/18 – 30/04/19
	Director’s and Officer’s Liability Policy (internacional)	 	CAF000621180M	 	Allianz Global Risks US Insurance Company	 	30/04/18 – 30/04/19
	Excess Director’s and Officer’s Liability Policy	 	DOX028440	 	CHUBB INSURANCE COMPANY OF CANADA	 	30/04/18 – 30/04/19
	Marine Cargo Policy	 	45781157	 	AIG INSURANCE COMPANY OF CANADA	 	30/04/18 – 30/04/19
	Property Policy	 	23083312	 	AIG INSURANCE COMPANY OF CANADA	 	30/04/18 – 30/04/19
	Side A DIC Directors' & Officers' Liability policy	 	ABX0058453-03	 	Arch Insurance Canada Ltd.	 	30/04/18 – 30/04/19
	Travel Medical policy	 	9907-70-71	 	CHUBB INSURANCE COMPANY OF CANADA	 	01/05/18 – 01/05/19
	Multiriesgo	 	1301-530139	 	Rímac Seguros y Reaseguros	 	30/04/18 – 30/04/19
	Responsabilidad Civil	 	1201-528810	 	Rímac Seguros y Reaseguros	 	30/04/18 – 30/04/19
	Vehicular	 	2101-785248	 	Rímac Seguros y Reaseguros	 	30/03/18 – 30/03/19
	Transportes	 	15043989	 	Pacífico Compañía de Seguros y Reaseguros	 	30/04/18 – 15/06/19


 




    	 	84



     


    

 


ANNEX 6.2.1


 


CERTIFICATE OF COMPLIANCE OF OBLIGATIONS


 


Lima, Date [●] [●] [●]


 


Messrs.


Banco de Crédito del Perú


Calle Centenario 156


La Molina.-


 


		Att:	Mr. [*]



 


Reference: Certificate of Compliance of
the Obligations for [Disbursement DBP/SMI]


 


Dear all:


 


We are writing to you in reference to Clause
[6.2 / 6.3] of the Loan Contract dated 8 March 2019 (hereinafter, the “Loan Contract”), entered between Sierra
Metals Inc., Día Bras Perú S.A.C. and Día Bras Mexicana S.A. de C.V. as Co-obligors jointly liable (hereinafter,
the “Co-obligors”), with Banco de Crédito del Perú (hereinafter, “BCP”). The
terms in this Certificate that begin with a Capital letter that ae not defined carry the meaning assigned in the Loan Contract.


 


By means of this sworn statement, on behalf
and in representation of the Co-obligors we certify the following:


 


		(i)	The Co-obligors and the Existing Subsidiaries find themselves in compliance and rightfully observing
the obligations that they have assumed in virtue of the Loan Contract and the other Documents of the Loan of which they are part;



 


		(ii)	No Event of Noncompliance has been produced in respect to the Loan Contract and the other Loan
Documents, nor has there been a fact or an event that because of the mere passing of time, in the delivering of a notification,
or both, is reasonably going to configurate an Event of Noncompliance;



 


		(iii)	The Statements and Assertions stated by the Co-obligors as part of the Loan Contract are true,
valid and existing, as of today; and



 


		(iv)	The Co-obligors and the Existing Subsidiaries, whichever applies, have obtained and kept valid
all the concessions, authorizations, licenses, permits, and rights that are necessary or applicable to the corresponding activities
of the Co-obligors and their Existing Subsidiaries, and whose absence could be susceptible of, and likely to produce a Substantially
Adverse Effect.



 


Without any further comments.


 


Sincerely,


 


	 	 	 
	Sierra Metals Inc.	 	Día Bras Perú S.A.C.
	 	 	 
	 	 	 
	Dia Bras Mexicana S.A. de C.V.	 	 


 




    	 	85



     


    

 


ANNEX 6.2.11


 


FORMAT OF AGREEMENT OF SUBORDINATION


 


Agreement of Subordination


 


This document is written to establish an
agreement of subordination (the “Agreement”) entered by:


 


		-	Sierra Metals Inc., an existing society, duly
constituted and registered under Canadian law, in the province of Ontario, with residence to these effects at 61 Bay St. Suite
4260, P.O. Box 200, Toronto, Ontario, M5J2S1, Canada, duly represented by _____________identified with National Document of Identity
N° ________, according to the pertinent powers registered with code A006 in the Electronic Registry Folio N° 12770683
in the Registry of Legal Business Entities of the Office of Public Records of Lima, hereinafter, “SMI”;



 


		-	Día Bras Mexicana S.A. de C.V., an existing
society registered under the law of the Republic of the United States of México (Estados Unidos de Mexico), with residence
to these effects at Blas Cano de los Ríos No 500, Col. San Felipe, Chihuahua, Chihuahua, C.P. 31203, México
duly represented by Mr.____________ identified with National Document of Identity N°___________, according to the powers granted
[*], hereinafter, “DBM"



 


		-	Día Bras Perú S.A.C., identified
with RUC No 20543482316, with residence at 450 Pedro de Osma Avenue, district of Barranco, province and department of Lima,
duly represented by [*], identified with National Document of Identity N° [*] according to the pertinent powers registered
the Electronic Registry Folio N° [*] in the Registry of Legal Business Entities in the Office of Public Records of Lima, hereinafter,
“DBP”, and collectively with DBM and SMI the “Co-obligors”; and;



 


		-	The persons that are identified in Appendix 1 of this
Agreement, duly represented by their representatives identified therein, and with their residences written in such annex (the
“Subordinate Creditors”).



 


The terms in this document that are written
with the first letter in Capital letters will have the meaning attributed to them in the Loan Contract, whose reference is made
in the fist clause of this agreement.


 


The Agreement is entered according to the
following terms and conditions:


 


First: Priors


 


		1.1.	The Co-obligors have contracted pecuniary obligations with Banco de Crédito del Perú
and any entity that acquires partially or totally the contractual position, the rights, and/or the obligations of it (the Banco
de Crédito individually, and together with such assignees, the “Bank”) in virtue of the mid-term loan
contract entered between the Co-obligors and the Bank on 8 March 2019, up to an amount of US$ 100’000,000.00 (one hundred
million and 00/100 Dollars) (the “Loan Contract”).



 


In the future, all the obligations
of the Co-obligors to the Bank or any successor or assignee of the Bank, derived from the Loan Contract, including, without limitations,
the obligations in respect to the capital, compensatory interests, moratorium interests, commissions, costs, expenses, indemnifications,
and any other concept, will be denominated the “Preferential Obligations”.


 




    	 	86



     


    

 


		1.2.	The Co-obligors oblige themselves to have all the financing obligations between the Co-obligors,
between the Co-obligors and the Existing Subsidiaries, and between the Existing Subsidiaries, are subordinate, in terms of payment
and in general, to the Preferential Obligations.



 


Second: Objective of the Agreement


 


		2.1.	By means of this act, the Subordinate Creditors agree unconditionally and irrevocably that the
payment of any debt (different from the dividends) that any of the Co-obligors had contracted or could contract in the future with
the Subordinate Creditors (the “Subordinate Debt”), is and will be subordinate, in terms of payment and in general
terms, to the preferential payment of the Preferential Obligations.



 


		2.2.	The subordination to which the preceding Numeral 2.1 refers implies the following:



 


		(i)	The payment of such Subordinate Debt will be subordinate to the preferential payment of the Preferential
Obligations in such a way that, in case an Event of Noncompliance/Default happened or an event that only with the passing of time,
the handing of a notification, or both, would configurate an Event of Noncompliance (hereinafter any of them, a “trigger
Event”): prior and in writing to the Bank: (i) the enforceability of all the Subordinate Debt will be suspended in all
rights; (ii) the Subordinate Creditors commit not to require, request, or demand from the Co-obligors, whether directly or indirectly,
payment of any amount over the Subordinate Debt, whether in cash or in species, or under any other modality; and (iii) the Co-obligors
commit not to pay the Subordinate Creditors, directly or indirectly any amount of the Subordinate debt, whether in cash or in species,
or under any other modality.



 


		(ii)	As long as a Trigger Event does not happen, the Co-obligors will be able to pay the Subordinate
Creditors (and the Subordinate Creditors will remain authorized to receive payment) that part of the Subordinate Debt whose payment
does not have as consequence the generation of an Event of Noncompliance, or a Substantially Adverse Effect in respect of all or
any part of the Preferential Obligations.



 


		2.3.	To the effects of this subordination, are included within the concept of Subordinate Debt, any
and all amounts that the Co-obligors owe at any moment to the Subordinate Creditors, including, without limitations, any amount
of the principal, the interests (compensatory and/or for noncomplying), commissions and penalties, costs or expenses. Likewise,
any judicial procedure that originates the partial or total extinction of the Subordinate Debt, including, but without limitations,
payments in cash or in species, compensations, novation, transactions, subrogation, refinancing of obligations, among others, is
construed as Subordinate Debt.



 


		2.4.	In case that, for any reason the Subordinate Creditors received payment for a Subordinate Debt
in contravention to what has been foreseen in this Agreement, they will find themselves obliged to immediately give the Bank the
total amount received, without prior requirement, plus the compensatory and moratorium interests that have been accrued from the
date of reception of such funds and the effective date of their allocation to the Agent, considering to that effect the maximum
compensatory and moratorium interest rates permitted by law. In this case, the Subordinate Creditors will have the character of
depositaries in respect to the funds they could have unduly received.



 




    	 	87



     


    

 


		2.5.	The Subordinate Creditors oblige themselves not to cede, cause or allow that any of their rights
or their contractual position in the Subordinate Debt are ceded; as well as to keep the total ownership of the rights and obligations
contracted under such Subordinate Debt until payment in full for the Preferential Obligations has been executed. Likewise, the
Subordinate Creditors will not be able, and oblige themselves not to subrogate in respect to the rights that the Bank holds in
respect to the Co-obligors, until the Preferential Obligations have been paid in full.



 


		2.6.	Without prejudice to the subordination agreed in this agreement, and accepted by the Subordinate
Creditors, the Co-obligors commit not to carry out any payment, and under any circumstance, to any other person that qualifies
or could qualify as a “Subordinate Creditor”, that had not entered this Agreement, without the written and prior consent
of the Bank.



 


Third:
Stipulation in favor of Third Parties


 


		3.1.	The Subordinate Creditors and the Co-obligors state that this Agreement is valid and bonding to
them, and that the obligations derived from it constitute obligations that are valid, effective, and demandable by the Bank in
respect to the Subordinate Creditors and the Co-obligors.



 


		3.2.	The Subordinate Creditors and the Co-obligors agree and acknowledge that all the obligations established
in this Agreement have been agreed upon in benefit and in favor of the Bank, for which they recognize the right of the Bank to
demand their compliance to each one of them.



 


		3.3.	The Subordinate Creditors and the Co-obligors agree that the Bank will be able to transfer or cede
their rights or their contractual position (totally or partially) that corresponds to them in merit of this Agreement to any assignee.
To that effect, the Subordinate Creditors and the Co-obligors grant their anticipated consent by means of this act.



 


		3.4.	The Subordinate Creditors and the Co-obligors commit to enter and grant all the other documents,
and to carry out all the other acts that the Bank could reasonably request from them to make this Agreement fully effective.



 


This Agreement will not undergo
any modifications nor will it be breached without the previous consent of the Bank.


 


Fourth:
Diverse Stipulations


 


		4.1.	This Agreement will be valid from the date it is entered and until the totality of the Preferential
Obligations have been paid in full.



 


		4.2.	This Agreement is governed by the laws of the Republic of Peru.



 


		4.3.	Any discrepancy or controversy that may arise between the Co-obligors, the Subordinate Creditors,
and/or the Bank in relation to the interpretation, execution, validity, or effectiveness of this Agreement, including those related
to their arbitral clause, will be resolved through arbitration as regulated by the National and International Regulations of Arbitration
of the American Chamber of Commerce in Peru, to whose administration the Parties consent.



 




    	 	88



     


    

 


The arbitration proceedings
will be chaired by an Arbitral Tribunal of three (3) members that will necessarily have to be lawyers.


 


If the Parties in conflict were
two (2), each one of them will designate a referee, and the third referee will be designated in common agreement by the two referees
already designated. If any of the Parties in conflict does not appoint their referee in the term of ten (10) Working Days after
having received the written request from the Party that has requested the arbitration, the designation will be done by the Center
of Arbitration. If the two (2) referees did not agree on the designation of a third referee in the term of ten (10) Working Days
after having appointed the last referee, the designation will be done by the Center of Arbitration and Reconciliation aforementioned,
to whose norms the Parties consent unconditionally, stating that they know them and fully accept them.


 


In case that, for any reason,
a substitute referee was designated, this one will be designated observing the same procedures aforementioned.


 


The expenses and costs of the
corresponding arbitral process will be integrally afforded by the Party which lost. In case the tribunal does not determine a winning
side, the expenses originated in this process will be afforded prorated by the Parties in the proportions assigned by the Arbitral
Tribunal, if not, in equal parts by each of them.


 


The arbitral proceedings will
take place in the city of Lima, in Spanish. The arbitral ruling will be definitive and unappealable.


 


In case the intervention of
the Judiciary System for help or assistance is required, the Parties subject to the judges and courts of the Judicial District
of Lima Downtown, exonerating themselves from the jurisdiction of their residence.


 


In case that one of the Parties
decided to present an injunction for annulment against the arbitral ruling before the Courts in the Judicial System, they will
have to constitute a letter of guarantee from a bank, unconditioned, of automatic realization, granted by a bank of first rank
with residence in Lima, equivalent to the amount US$500,000.00 (five hundred thousand and 00/100 Dollars), which will be executable
in case such arbitral ruling, in definitive sentencing, were not declared founded. Such letter of guarantee from a bank must be
valid during the time in which the process is being carried out, subject to being renovated up to three (3) months after the injunction
of arbitration for annulment has been resolved.


 


Entered in Lima, on [*] [*] [*].


 


	[•]
	 	 	 
	 	 	 
	[•]	 	[•]


 




    	 	89



     


    

 


Appendix 1


 


SHEET OF SIGNATURES FOR THE SWORN STATEMENT
OF SUBORDINATION3


 


The persons whose names are written down
in this format in Appendix 1 state that they know the terms and conditions of the Agreement of Subordination, of which this document
is part of, and accept the subordination of their debts to the Co-obligors, constituting themselves in Subordinate Creditors in
the terms therein.


 


	Name/Company Name	 	D.N.I./R.U.C.	 	Number of

Public Records

Registration	 	Signature of the

Representative(s)
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 





 



3 Note: The Co-obligors will also be included as
Subordinate Creditors among themselves.


 




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ANNEX 8.13


 


LITIGATIONS OVER TAX MATTERS OF THE
CO-OBLIGORS AND THE EXISTING SUBSIDIARIES


 


Sociedad Minera Corona S.A.:


 


		a)	Process of appeal with dossier number 3302-2011 related to Profit Taxes corresponding to the fiscal
year 2002. In the lower Court of first instance in SUNAT, it was ruled partially founded, thus, they lifted the claims partially.
Because of the observations that the Peruvian Fiscal Administration has kept, Corona has presented a recourse of appeal before
the Fiscal Tribunal. For certainty, in such recourse it is pointed out that SUNAT not only has not accredited the market consumers
value of the merchandise exported (mineral concentrate), but neither have they accredited the value market of the insurance and
the ocean freight, whose amount deducted by Corona has been unfoundedly questioned. However, the value of the merchandise delivered
in respect to the local sales has been indicated. Similarly, in what refers to the lack of knowledge when considering the bonuses
granted to employees as expenses, Corona points out that other than what SUNAT alleges, they (Corona) did meet with the generality
and reasonableness demanded for the deduction of such concept.



 


		b)	Process of appeal with dossier number 13045-2012 related to the taxes over Profits corresponding
to the fiscal year 2007. Corona maintains that as for the questioning in respect to the special bonus, the criteria of the generality
was met, and therefore, the expense is perfectly deductible, since the observations formulated by SUNAT are not based in the actual
facts, but in the questioning of the managing faculty of the company. Similarly, concerning the lack of knowledge of the adjustments
carried out over prices of the concentrates of mineral even when the operations of exportation were carried out under different
conditions to those originally agreed upon, Corona points out that such operations – in which rollback was applied- a lesser
price was not determined in respect to the market value, thus the questioning from SUNAT has no valid support. Likewise, Corona
points out that the questioning to the mechanism used to obtain a fiscal neutral effect in the case of the provision due to devaluation
of goods is not adjusted to legality, since it is all about a reversion of a provision. Finally, as far as the questioning to the
determination of installment payments, Corona points out that it is not a matter for SUNAT to consider the provisions realized
in the accounting books for that effect since the concepts construed as provisions for indemnifications do not correspond to matured
income. Thus, Corona filed an injunction of claim against the resolutions aforementioned, having been declared unfounded in the
lower court of first instance, which resulted in the submission of a recourse of appeal before the Fiscal Tribunal.



 


		c)	Process of appeal with dossier number 15826-2013 related to the taxes over Profits corresponding
to the fiscal year 2008 for an alleged wrong deduction of net taxable profit given by a provision of devaluation of goods. The
dispute is around the decrease of the balance in favor of the fiscal year due to the lack of knowledge of SUNAT of such deduction
(30% of its amount), even though in respect to taxes the amount of such provision was also considered an income so that the fiscal
effect resulted to be neutral. Corona presented a recourse of claim before SUNAT, which has been declared unfounded, thus, we have
presented a recourse of appeal before the Fiscal tribunal. Incidentally, as a subsequent fact, we should report that, afterwards
31 December 2018, and as a consequence of the recourse of appeal, the Fiscal Tribunal has revoked the resolution issued by SUNAT,
and consequently, has left the questioning without effect.



 




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ANNEX 9.1.6


 


FORMAT OF CERTIFICATE OF PERIODIC
COMPLIANCE


 


Lima, Date [●] [●] [●]


 


Messrs.


Banco de Crédito del Perú


Calle Centenario 156, Urb. Las Laderas
de Melgarejo, La Molina


Lima.-


 


	Att:	Mr. [*]
	 	Mr. [*]


 


Reference: Certificate of Periodic Compliance


 


Dear all:


 


We are writing to you in reference to Clause
9.1.6 of the Loan Contract dated 8 March 2019 (hereinafter, the “Loan Contract”), entered between Sierra Metals
Inc., Día Bras Perú S.A.C .and Día Bras Mexicana S.A. de C.V. as the Co-obligors (hereinafter, the “Co-obligors”)
and Banco de Crédito del Perú (hereinafter “BCP”). The terms that begin in a Capital letter in
this document that are not defined carry the meaning assigned to them in the Loan Contract.


 


By this letter, in our condition of representatives
of the Co-obligors according with has been foreseen in Clause Sixteenth of the Loan Contract, on behalf and in representation of
the Co-obligors, we state under oath that the Co-obligors have been fulfilling and rightfully observing all and each of the obligations
that they have assumed in virtue of the Loan Contract.


 


Without any further comment at the moment.


 


Sincerely,


 


	 	 
	Día Bras Perú S.A.C.


[*]


General Manager


As representative of the Co-obligors pursuant
to what has been foreseen in Clause Sixteenth of the Loan Contract


 




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ANNEX 9.1.19


 


LISTING OF THE EXTERNAL AUDITORS


 


		1.	Medina, Zaldivar, Paredes & Asociados (Ernst & Young)



 


		2.	Dongo-Soria, Gaveglio y Asociados (Price Waterhouse Coopers)



 


		3.	Caipo y Asociados S.C. (KPMG)



 


		4.	Gris, Hernández y Asociados S.C. (Deloitte Touche Tohmatsu)



 




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