Exhibit 10.1


 


EXECUTION COPY


 


VOTING AND SUPPORT AGREEMENT


 


THIS AGREEMENT is made as of
October 5, 2021


 


AMONG:


 


BETELGEUSE LLC, a limited
liability corporation existing under the laws of Delaware (“Betelgeuse”)


 


- and -


 


ORION FUND JV LIMITED, a corporation
existing under the laws of Bermuda (collectively with Betelgeuse, the “Shareholders”)


 


- and -


 


gold
resource corporation, a corporation existing under the laws of the State of Colorado (the “Parent”)


 


- and -


 


Gold
Resource Acquisition Sub, Inc., a corporation existing under the laws of the State of Colorado (the “Purchaser”)


 


WHEREAS the Shareholders
are the legal and beneficial owner of the common shares (“Aquila Shares”) and/or the options, restricted share units
and/or deferred share units (“Aquila Convertible Securities”) in the capital of Aquila Resources Inc., a corporation
existing under the laws of the Province of Ontario (“Aquila”) set forth opposite the Shareholders’ respective
names in Appendix “A” hereto (collectively, the “Subject Securities”);


 


AND WHEREAS the Shareholders
understand that, concurrently with the execution and delivery of this Agreement, Aquila, the Parent and the Purchaser are entering into
the Arrangement Agreement (as defined herein) providing for the Arrangement (as defined herein) whereby the Purchaser proposes to acquire
all of the issued and outstanding Aquila Shares;


 


AND WHEREAS in order
for the Shareholders to realize the benefits that will accrue to them in connection with the consummation of the Arrangement, the Shareholders
desire to enter into this Agreement to provide their support for the completion of the Arrangement on the terms and conditions set forth
herein;


 


AND WHEREAS the Shareholders
acknowledge that the Purchaser and the Parent would not enter into the Arrangement Agreement but for the execution and delivery of this
Agreement by the Shareholders;


 


AND WHEREAS this Agreement
sets out the terms and conditions of the agreements of the Shareholders to abide by the covenants in respect of the Subject Securities
and the other restrictions and covenants set forth herein;


 






     


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NOW THEREFORE in consideration
of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:


 


Article 1

INTERPRETATION


 


		1.1	Definitions



 


In this Agreement:


 


		(a)	“Affiliate” has the meaning ascribed thereto in the Securities Act (Ontario)
and the rules, regulations, instruments (including national and multilateral instruments) and published policies made thereunder, as now
in effect and as they may be promulgated or amended from time to time;



		(b)	“Arrangement” means an arrangement under the provisions of Section 182 of the OBCA,
on the terms and conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made
in accordance with the terms of the Arrangement Agreement or made at the direction of the Court in the Final Order with the prior written
consent of Aquila, the Parent and the Purchaser, each acting reasonably;



		(c)	“Arrangement Agreement” means the arrangement agreement, including the schedules thereto,
of even date herewith, among the Purchaser, the Parent and Aquila, a copy of which is attached hereto as Appendix “B”, as
it may be amended, supplemented or modified from time to time in accordance with its terms;



		(d)	“Person” includes an individual, sole proprietorship, corporation, body corporate,
incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited
liability company, joint venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator
or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status; and



		(e)	“Transaction Shareholder Approval” has the meaning ascribed thereto in Section 2.1.



		1.2	Definitions in Arrangement Agreement



All terms used in this Agreement that
are not defined in Section 1.1 or elsewhere in this Agreement and that are defined in the Arrangement Agreement shall have the respective
meanings ascribed to them in the Arrangement Agreement.


 


		1.3	Appendices



The following Appendices attached hereto
constitute an integral part of this Agreement:


 


	Appendix “A”	-	Subject Securities
	Appendix “B”	-	Arrangement Agreement


 






     


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Article 2

COVENANTS OF THE Shareholders


 


		2.1	Shareholder Support



In connection with the Arrangement and
any transactions contemplated in connection with the Arrangement Agreement, the Shareholders hereby severally, and not jointly and severally,
covenant, undertake and agree from time to time, until such time as this Agreement is terminated in accordance with Article 4, to
cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities, to
the extent they carry a right to vote: (i) at any meeting of any of the securityholders of Aquila at which the Shareholders or any registered
holder of the Subject Securities are entitled to vote in favour of the approval of the Arrangement, any other matter necessary for the
consummation of the Arrangement and any other transaction contemplated in connection with the Arrangement Agreement; or (ii) in any action
by written consent of securityholders of Aquila, in favour of the approval, consent, ratification and adoption of any resolution approving
the Arrangement, any other matter necessary for the consummation of the Arrangement and any other transaction contemplated in connection
with the Arrangement Agreement (each of (i) or (ii) above, the “Transaction Shareholder Approval”).


 


		2.2	Restrictions with Respect to Subject Securities



Each Shareholder hereby
severally, and not jointly and severally, covenants and agrees that, from the date hereof until the earlier of (i) the Effective Time,
(ii) the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement, such Shareholder:


 


		(a)	will not, directly or indirectly, option, sell, assign, transfer, pledge, encumber, grant a participation
or security interest in or power of attorney over, hypothecate or otherwise convey or dispose of any Subject Securities, or any right
or interest therein (legal or equitable), to any Person or group or Persons acting jointly or in concert or enter into any agreement,
option or other arrangement to do any of the foregoing (each of the foregoing, a “Transfer”), other than: (i) to a
corporation, partnership, limited liability company or other entity controlled solely by such Shareholder; provided, that a Transfer referred
to in this sentence shall only be permitted if, as a precondition to such Transfer, the transferee agrees in writing, in form and substance
reasonably acceptable to the Parent and the Purchaser, to be bound by all of the terms of this Agreement with respect to the Subject Securities;
and provided further, that the transferee shall remain solely controlled by such Shareholder until the earlier of (A) the Effective Time,
and (B) the termination of this Agreement in accordance with Article 4; or (ii) pursuant to the exercise or settlement, as applicable,
in accordance with their respective terms, of any Aquila Convertible Securities. Any purported transfer of any Subject Securities or interest
therein in violation of this Section 2.2(a) shall be null and void;



		(b)	will not, directly or indirectly, grant or agree to grant any proxy or other right to vote any Subject
Securities, except for any proxies granted to vote in accordance with Section 2.1, or enter into any voting trust, vote pooling or other
agreement with respect to the right to vote, call meetings of any of the shareholders of Aquila or give consents or approval of any kind
as to any Subject Securities;



 






     


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		(c)	will not vote or cause to be voted any Subject Securities in favor of, and vote or cause to be voted all
Subject Securities against, any proposed action, transaction or agreement by or involving Aquila or any of its Affiliates or such Shareholder
or any other Person in a manner which could reasonably be expected to (i) prevent, hinder or delay the successful completion of the Arrangement
or the transactions contemplated by the Arrangement Agreement, or (ii) change in any manner the voting rights of any class of shares of
Aquila;



		(d)	other than set forth herein, will take all such steps as are necessary or advisable to ensure that at
all relevant times his, her or its Subject Securities will not be subject to any shareholders’ agreements, voting trust or similar
agreements or any option, right or privilege (whether by Law, pre-emptive or contractual) capable of becoming a shareholders’ agreement,
voting trust or other agreement affecting or restricting the ability of such Shareholder to exercise all voting rights attaching to such
Subject Securities;



		(e)	will not withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend,
modify or qualify, support for the transactions contemplated by the Arrangement Agreement;



		(f)	will not directly or indirectly, (i) make or participate in or take any action that may reasonably be
expected to result in an Acquisition Proposal; or (ii) engage in any discussion, negotiation or inquiries relating thereto or accept any
Acquisition Proposal;



		(g)	will not, directly or indirectly, solicit, assist, initiate, encourage or otherwise facilitate (including
by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities books or
records of Aquila or any of its subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal
or offer that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal;



		(h)	will not, directly or indirectly, continue, enter into or otherwise engage or participate in any discussions
or negotiations with any person (other than with the Parent and the Purchaser or their representatives) regarding any inquiry, proposal
or offer that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal;



		(i)	will not, directly or indirectly, requisition or join in the requisition of any meeting of the securityholders
of Aquila for the purpose of considering any resolution;



		(j)	will not, directly or indirectly, solicit or arrange or provide assistance to any other person to arrange
for the solicitation of, proxies relating to or purchases of or offers to sell Aquila Shares or securities convertible into or exchangeable
or exercisable for Aquila Shares or act jointly or in concert with any other person for the purpose of acquiring any Aquila Shares or
securities convertible into or exchangeable or exercisable for Aquila Shares for the purpose of influencing the voting of Aquila Shares
or affecting the control of Aquila, other than, in the case of proxy solicitation, in support of the Arrangement; and



		(k)	irrevocably waives to the fullest extent permitted by Law any and all rights of such Shareholder to dissent
with respect to the Arrangement, and will not exercise any such rights with respect to the Arrangement
or the transactions contemplated by the Arrangement Agreement.



 






     


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		2.3	Voting of the Subject Securityholders



Each Shareholder hereby agrees with
the Purchaser and the Parent that such Shareholder will, on or before the fifth (5th) Business Day prior to any meeting of
any of the securityholders of Aquila in respect of any Transaction Shareholder Approval, duly complete forms of proxy in respect of all
of its Subject Securities, and any other required documents in connection therewith, and cause the same to be validly delivered in support
of (and indicating that all Subject Securities are voted in favour of approving) the Arrangement and any transactions contemplated in
connection with the Arrangement Agreement, and will not withdraw such forms of proxy except as expressly otherwise provided in this Agreement,
and agrees following the delivery of such proxies to provide written confirmation of same.


 


		2.4	Meaning of Subject Securities.



The term “Subject Securities”
means that number of Aquila Shares and Aquila Convertible Securities set forth opposite the Shareholders’ respective names in Appendix
 “A” hereto, being all of the securities of Aquila owned legally or beneficially, either directly or indirectly, by the Shareholders
or over which the Shareholders exercise direct or indirect control or direction, and will be deemed to also include (a) any Aquila Shares
and Aquila Convertible Securities issued to a Shareholder pursuant to any stock dividend, stock split, recapitalization, reclassification,
combination or exchange of Aquila Shares or Aquila Convertible Securities on, of, or affecting the Subject Securities on or after the
date of this Agreement, and (b) any Aquila Shares and Aquila Convertible Securities acquired by such Shareholder, or issued to such Shareholder,
on or after the date of this Agreement (including pursuant to the exercise, conversion or vesting of any securities of Aquila that are
exercisable for, convertible into or vest as Aquila Shares (including all Subject Securities)), and all such acquired Aquila Shares and
Aquila Convertible Securities shall be deemed Subject Securities and subject to the terms of this Agreement as though owned by such Shareholder
as of the date hereof.


 


Article 3

REPRESENTATIONS AND WARRANTiES


 


		3.1	Representations and Warranties of the Shareholders



Each Shareholder hereby severally, and
not jointly and severally, represents and warrants to and covenants with the Purchaser and the Parent as follows, and acknowledges that
the Purchaser and the Parent are relying upon such representations and warranties in entering into this Agreement:


 


		(a)	Incorporation; Authorization. Each Shareholder is a subsisting corporation or other legal entity
under the laws of its incorporating or organizational jurisdiction. The Shareholder has all necessary power, authority, capacity and right
to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and
delivered by such Shareholder and, assuming due authorization, execution and delivery by the Purchaser and the Parent, constitutes a legal,
valid and binding agreement enforceable by the Purchaser
and the Parent against such Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other Laws
affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted
in the discretion of a court of competent jurisdiction.



 






     


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		(b)	Ownership of Subject Securities. Each Shareholder is the legal and beneficial owner of the Subject
Securities set out opposite the Shareholder’s name at Appendix “A”, with good and marketable title thereto, free and
clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or
rights of others of any nature or kind whatsoever. Each Shareholder does not own or have any interest in any securities of Aquila other
than the Subject Securities. Each Shareholder is not a party to, bound or affected by or subject to, any charter or by-law, contract,
agreement provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which
any default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided
for in this Agreement.



		(c)	No Agreements. To the knowledge of each Shareholder, no Person has any agreement or option, or
any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition
or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.



		(d)	Voting. None of the Subject Securities is subject to any proxy, power of attorney, voting trust,
vote pooling or other agreement with respect to the right to vote, call meetings of any of the shareholders of Aquila or give consents
or approvals of any kind, except pursuant to this Agreement.



		(e)	Consents. No consent, waiver, approval, authorization, exemption, registration, licence or declaration
of or by, or filing with, or notification to any Governmental Entity which has not been made or obtained is required to be made or obtained
by such Shareholder in connection with (i) the execution and delivery by the Shareholder and enforcement against such Shareholder of this
Agreement, or (ii) the consummation of any transactions by such Shareholder provided for herein.



		(f)	Legal Proceedings. There are no legal proceedings in progress or pending before any Governmental
Entity or, to the knowledge of each Shareholder, threatened against such Shareholder or any of its Affiliates, or any of the Subject Securities
or other property of such Shareholder or any of its Affiliates, and there is no judgment, decree or order against such Shareholder or
its Affiliates, or any of the Subject Securities or other property of such Shareholder or any of its Affiliates, that in each case would
adversely affect in any manner the ability of the Shareholder to enter into this Agreement or adversely affect such Shareholder’s
ability to perform its obligations hereunder or the title of the Shareholder to any of its Subject Securities.



		(g)	No Commitment. None of the Subject Securities held by the Shareholder is the subject of any commitment,
undertaking or agreement, the terms of which would affect in any way the ability of the Shareholder to perform
the Shareholder’s obligations with respect to such Subject Securities as set out in this Agreement.



 






     


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		3.2	Representations and Warranties of the Purchaser and the Parent



Each of the Purchaser and the Parent
hereby represents and warrants to the Shareholder as follows, and acknowledges that each of the Shareholders is relying upon such representations
and warranties in entering into this Agreement:


 


		(a)	Each of the Purchaser and the Parent is a corporation duly incorporated and validly existing under the
laws of its jurisdiction of incorporation and each of the Purchaser and the Parent has the requisite corporate power, authority and capacity
to enter into this Agreement and to perform its respective obligations hereunder;



		(b)	this Agreement has been duly executed and delivered by each of the Purchaser and the Parent and constitutes
a legal, valid and binding agreement enforceable by the Shareholders against the Purchaser and the Parent in accordance with its terms,
except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject
to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;



		(c)	none of the execution and delivery by the Purchaser and the Parent of this Agreement or the compliance
by the Purchaser or the Parent with their respective obligations hereunder will violate, contravene, result in any breach of, or be in
conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute
a default under, any term or provision of: (i) any organizational documents of the Purchaser or the Parent; (ii) any contract to which
the Purchaser or the Parent is a party or by which the Purchaser or the Parent is bound; (iii) any judgment, decree, order or award of
any Governmental Authority; or (iv) any applicable Law, except in each case as would not reasonably be expected, either individually or
in the aggregate, to materially impair the ability of the Purchaser or the Parent to perform their respective obligations hereunder or
that would reasonably be expected to prevent or materially delay the completion of the Arrangement; and



		(d)	there are no legal proceedings in progress or pending against or, to the knowledge of the Purchaser and
the Parent, threatened against the Purchaser or the Parent or any of their respective Affiliates that would adversely affect in any manner
the ability of the Purchaser or the Parent to enter into this Agreement and to perform their respective obligations hereunder or that
would reasonably be expected to prevent or materially delay the completion of the Arrangement.



 






     


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Article 4

TERMINATION


 


		4.1	Termination



This
Agreement shall terminate: (i) by a written instrument executed by the Shareholders, the Purchaser and the Parent; (ii) in the event
that the Arrangement Agreement is terminated in accordance with its terms; (iii) in the event that the Arrangement Agreement is
amended in a manner that has a material and adverse impact on the Shareholders; (iv) at the Effective Time; or (v) upon it being
determined (by agreement of the Purchaser, the Parent and Aquila) that the Transaction Shareholder Approval is not required.


 


		4.2	Effect of Termination



If this Agreement is terminated in accordance
with this Article 4, no party hereto shall have liability to any other party hereto except in respect of a wilful, intentional or
material breach of the representations, warranties, obligations, terms or conditions of this Agreement which occurred prior to such termination
in which case the non-breaching party to this Agreement shall be entitled to pursue any and all remedies at law or equity which may be
available to it.


 


Article 5

GENERAL


 


		5.1	Further Assurances



The Shareholders will, from time to
time, execute and deliver all such further documents and instruments and do all such acts and things as the Purchaser or the Parent may
reasonably require to effectively carry out or better evidence or perfect the full intent of the parties and meaning of this Agreement.


 


		5.2	Survival of Representations and Warranties



No investigations
made by or on behalf any party or any of its authorized agents at any time shall have the effect of waiving, diminishing the scope of
or otherwise affecting any representation, warranty or covenant made by any other party herein or pursuant hereto.


 


		5.3	Disclosure



The
parties shall reasonably consult with each other before issuing any press release or otherwise making any public statements with
respect to this Agreement or the transactions between the parties contemplated hereby, and, subject to compliance with applicable
Law, none of the parties shall issue any press release or make any public statement in respect of this Agreement prior to obtaining
the other parties’ written approval, which approval shall not be unreasonably withheld. No disclosure (public or otherwise)
with respect to the existence or details of this Agreement or the Arrangement shall be made by the Shareholder without the prior
written consent of the Purchaser and the Parent, except (a) to the extent required by applicable Law, or (b) to the
Shareholders’ legal and financial advisors, provided that such advisors shall be required to comply with the foregoing
disclosure obligations and the Shareholders agree to be responsible for any breach of such disclosure obligations by any of such
advisors. The Shareholders hereby consent to the disclosure of the substance of this Agreement in any management information
circular of Aquila or any press release or other public disclosure document prepared and disclosed by Aquila, the Parent or the
Purchaser in accordance with applicable Laws provided that Aquila, the Parent or the Purchaser (as applicable) reasonably consult
with the Shareholders with respect to such disclosure and agree to reasonably consider any comments provided by the Shareholders,
and the Shareholders agree to the filing of this Agreement on SEDAR as may be required pursuant to applicable Securities Laws. A
copy of this Agreement may be provided to Aquila.


 






     


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		5.4	Assignment



Other then as expressly
contemplated by Section 2.2(a), this Agreement shall not be otherwise assignable by a Shareholder without the prior written consent of
the Purchaser and the Parent, which consent may not be unreasonably withheld. Neither the Purchaser nor the Parent may assign this Agreement
to any third parties.


 


		5.5	Time



Time shall be of the essence of this
Agreement.


 


		5.6	Governing Law



This Agreement will be governed by,
and interpreted and enforced in accordance with, the laws in force in the Province of Ontario (excluding any rule or principle of the
conflict of laws which might refer such interpretation to the laws of another jurisdiction) and the federal laws of Canada applicable
therein. Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect
to any matter arising hereunder or related hereto. The parties to this Agreement hereby irrevocably and unconditionally waive any objection
to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts
of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court
that any such action, suit or proceeding so brought has been brought in an inconvenient forum. This Section 5.6 shall survive the termination
of this Agreement.


 


		5.7	Entire Agreement



This Agreement, including the appendices
hereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof. There are no representations, warranties,
conditions, undertakings, commitments, other agreements or acknowledgements, whether direct or collateral, express or implied, that form
part of or affect this Agreement, or which induced any party hereto to enter into this Agreement or on which reliance is placed by any
party hereto, except as specifically set forth in this Agreement.


 


		5.8	Amendments



This Agreement may be amended, modified
or supplemented only by a written agreement signed by all of the parties hereto.


 


		5.9	Severability



If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a
mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent
possible.


 






     


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		5.10	Notices



Any demand, notice or other communication
to be given in connection with this Agreement must be given in writing and will be given by mail or electronic mail addressed to the recipient
as follows:


 


		(a)	if to a Shareholder, at the address or e-mail address indicated in Appendix “A”;



		(b)	if to the Parent or the Purchaser:



 


	Gold Resource Corporation
	2000 South Colorado Blvd.
	Tower 1, Suite 10200
	Denver, Colorado, USA 80222
	 
	Attention:	Allen Palmiere, CEO, President and Director
	E-mail:	[***]
	 
	with a copy (which will not constitute notice) to:
	 
	Fasken Martineau DuMoulin LLP
	333 Bay Street, Suite 2400,
	Toronto, Ontario
	M5H 2T6
	 
	Attention:	Brian Graves
	Email:	bgraves@fasken.com



 


or to such other street address, individual
or e-mail address as may be designated by notice given by either party to the other. Any demand, notice or other communication given by
electronic mail will be conclusively deemed to have been given on the day of transmittal thereof if given during the normal business hours
of the recipient and on the Business Day during which such normal business hours next occur if not given during such hours on any day.


 


	5.11	Specific Performance and other Equitable Rights



It
is recognized and acknowledged that a breach by a Shareholder, or by the Parent or the Purchaser, of any material obligations
contained in this Agreement will cause the Parent and the Purchaser, or the Shareholders (as the case may be), to sustain injury for
which they would not have an adequate remedy at Law for money damages. Accordingly, in the event of any such breach, any aggrieved
party shall be entitled to the remedy of specific performance of such obligations and interlocutory, preliminary and permanent
injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and each
party will waive, in any action for specific performance, interlocutory, preliminary and permanent injunctive relief and/or any
other equitable relief, the defence of adequacy of a remedy at Law and any requirement for the securing or posting of any bond in
connection with the obtaining of any such relief.


 






     


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		5.12	Expenses



Each of the parties shall pay its respective
legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this
Agreement and all documents and instruments executed or prepared pursuant hereto and any other related costs and expenses whatsoever and
howsoever incurred.


 


		5.13	Counterparts



This Agreement may
be executed in any number of counterparts. Each executed counterpart will be deemed to be an original. All executed counterparts taken
together will constitute one agreement.


 


To evidence the fact
that a party hereto has executed this Agreement, such party may send a copy of its executed counterpart to the other parties hereto by
electronic mail in Portable Document File (PDF) format. That party will be deemed to have executed this Agreement on the date it sent
such electronic mail.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK. SIGNATURE PAGES FOLLOW.]


 






     


     


    

 


IN WITNESS WHEREOF the parties have executed
this Agreement as of the date first written above.


 


 


	 	
    BETELGEUSE LLC

     

	 	Per:	/s/ Oskar Lewnowski

	 	 	Name:  Oskar Lewnowski
	 	 	Title: Director of Orion Mine Finance Management I Limited, the managing member
	 	 	 
	 	
    ORION FUND JV LIMITED

	 	 
	 	Per:	/s/ Oskar Lewnowski

	 	 	Name: Oskar Lewnowski
	 	 	Title: Director


 


Signature Page to Voting
Support Agreement (Orion)


 






     


     


    

 


	 	
    GOLD
    RESOURCE CORPORATION

     

	 	Per:	/s/ Allen Palmiere

	 	 	Name: Allen Palmiere
	 	 	Title: CEO, President and Director
	 	 	 
	 	
    Gold
    Resource Acquisition Sub, Inc.

     

	 	Per:	/s/ Allen Palmiere

	 	 	Name: Allen Palmiere
	 	 	Title: CEO


 


Signature Page to Voting Support Agreement (Orion)


 






     


     


    

 


APPENDIX “A”


 


Subject
Securities


 


	Name of 

Shareholder	Address and email of 

Shareholder	Number(s) and type(s) 

of Subject Securities held, 

directly or indirectly, by

the Shareholder	Name of registered

holder (if different

from the

Shareholder)
	Betelgeuse LLC	[***]	49,651,857 Aquila Shares	N/A
	Orion Fund JV 

Limited	[***]	47,378,752 Aquila Shares	N/A


 






     


     


    

 


APPENDIX “B”


 


Arrangement Agreement


 


See attached.