Exhibit 10.1

Option Agreement

Made between

Silver Bull Resources Inc.

and

Minera Metalin S.A, de C.V.

and

Contratistas de Sierra Mojada S.A. de C.V.

and

South32 International Investment Holdings Pty Ltd

Sierra Mojada Project

June 1, 2018

Table of Contents

		Page
1.	Definitions and Interpretation	2
1.1	Definitions	2
1.2	Interpretation	15
1.3	Parties and Other Matters	16
1.4	Schedules	17
2.	Representations and Warranties	17
2.1	Mutual Representations and Warranties	17
2.2	Silver Bull Parties Representations and Warranties	18
2.3	When Warranties Given and Breach	25
2.4	Silver Bull Indemnity	26
2.5	South32 Indemnity	27
2.6	Indemnification and Third-Party Claims	27
2.7	South32 Access	28
3.	Option	29
3.1	Right to Subscribe	29
3.2	First Tranche	29
3.3	Second Tranche	30
3.4	Third Tranche	30
3.5	Fourth Tranche	31
3.6	Extension of Option Period	31
3.7	Extension of Approved Program	32
3.8	Application of South32 Initial Funding	33
3.9	South32 Initial Funding and Capital Advance Notices	34
3.10	Tax Inclusive	34
3.11	Tax Indemnity	34
4.	Exercise and Termination of Option	35
4.1	Condition of Exercise of Option	35
4.2	Further South32 Initial Funding or Exercise of Option	36
4.3	Completion Date and Location	38
4.4	Obligations of the Silver Bull Parties Prior to Completion	38
4.5	Obligations of South32 Prior to Completion	39
4.6	Subscription Price and Documents to be Delivered by South32	40
4.7	Documents to be Delivered by Silver Bull Parties	40
4.8	Certification of Completion	41
4.9	South32’s Election to Terminate Without Cause	41
4.10	Effect of Termination	41
5.	Covenants of the Silver Bull Parties	42
5.1	General	42
5.2	Encumbrances on Property and Assets	42
5.3	No Transfer of Property or Assets	43
5.4	No Transfer of Shares or Control	43
5.5	Other Dealings	43
5.6	No Dividends of the Company and Contratistas	44
5.7	Conduct of Business of the Company and Contratistas	44
5.8	Existing Agreements	45
6.	Operations	45
6.1	Operator	45
6.2	Removal of Operator	45

6.3	Affiliate as Operator and Third Party Operator	46
6.4	Authority of Operator	46
6.5	Programs, Budgets and Reports	46
6.6	Operator’s Obligations	47
6.7	Indemnity on Access	49
6.8	Unsafe Acts or Conditions	49
6.9	Obligations to Inform	49
6.10	Property Matters	49
6.11	Technical Committee	50
6.12	Audit	51
7.	Assignment	51
7.1	Assignment by Silver Bull Party	51
7.2	Assignment by South32	52
7.3	Exceptions	52
8.	Force Majeure	52
8.1	Notice of Force Majeure	52
8.2	Force Majeure notice	52
8.3	Obligation to remedy and mitigate	53
8.4	Effect of Force Majeure on Time and Payment	53
9.	Confidential Information	53
9.1	Confidentiality	53
9.2	Public Announcements	54
9.3	Effect of Disclosure	55
10.	Area of Interest	55
10.1	AOI Property	55
10.2	Election to stake or acquire AOI Property	55
11.	Termination and Remedies	56
11.1	Events of Default	56
11.2	Other Rights	57
11.3	Consequences of Termination	57
11.4	Interpretation and Other Matters	57
12.	Disputes and Arbitration	57
12.1	Disputes	57
12.2	Dispute Representatives to Seek Resolution	58
12.3	Arbitration	58
12.4	Inconsistency between Rules and Agreement	59
12.5	Effect of Arbitration	59
12.6	Enforcement	59
12.7	Performance of Obligations During Dispute	59
12.8	Consolidation of Arbitration	60
13.	Notice	60
13.1	Form of Notice	60
13.2	Delivery	60
13.3	Address for Notice	60
14.	General	61
14.1	Parties	61
14.2	Relationship of Parties	61
14.3	No Holding Out	62
14.4	No Obligations	62
14.5	Other Activities and Interests	62
14.6	Recording of this Agreement	62

14.7	Entire Agreement	62
14.8	Amendment and variation	63
14.9	Consents or Approvals	63
14.10	Waiver	63
14.11	Costs and outlays	63
14.12	Manner of Payment	63
14.13	Further Assurances	63
14.14	Special Remedies	63
14.15	Survival	64
14.16	Governing Law	64
14.17	Violation of Law of another Jurisdiction	64
14.18	Language	64
14.19	Corrupt Practices	65
14.20	Severability	66
14.21	Successors and Assigns	66
14.22	Counterparts	66
14.23	Execution – Authorized Officer to Sign	67

Schedule 1 – Property Description

Schedule 2 – Existing Agreements

Schedule 3 - Company Shareholders Agreement

Schedule 4 - Contratistas Shareholders Agreement

Schedule 5 – Year 1 Approved Program

Schedule 6 – Disclosure Schedule

Option Agreement

This Agreement made as of the 1st day of June, 2018

Between:

Silver Bull Resources Inc. of 1610 - 777 Dunsmuir Street, Vancouver, British Columbia, Canada, V7Y 1K4

(“Silver Bull”)

and:

Minera Metalin S.A. de C.V. c/o Silver Bull Resources Inc. of 1610 - 777 Dunsmuir Street, Vancouver, British Columbia, Canada, V7Y 1K4

(“Company”)

and:

Contratistas de Sierra Mojada S.A. de C.V. c/o Silver Bull Resources Inc. of 1610 - 777 Dunsmuir Street, Vancouver, British Columbia, Canada, V7Y 1K4

(“Contratistas”)

and:

South32 International Investment Holdings Pty Ltd (ABN 28 601 444 704) of 108 St Georges Terrace, Perth, Western Australia, Australia 6000

(“South32”)

Introduction

A. Silver Bull is the legal and beneficial owner of 99.98% of all the issued and outstanding shares of the Company and of 98% of all of the issued and outstanding shares of Contratistas.

B. The Company is the legal and beneficial owner of the Property and Contratistas conducts operations on the Property.

C. In accordance with the terms of this Agreement, the Silver Bull Parties have agreed to grant to South32 an option to subscribe for, be issued and become the holder of 70% of all of the issued and outstanding shares of the Company and 70% of all of the issued and outstanding shares of Contratistas.

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In consideration of, among other things, the mutual promises contained in this Agreement, the Parties agree as follows:

1. Definitions and Interpretation

1.1 Definitions

Unless the context otherwise expressly requires, in this Agreement:

(1) “Acquiring Party” has the meaning given in section 10.1;

(2) “Additional Income Tax” has the meaning given in section 3.11(1);

(3) “Additional Qualifying Expenditure” means the amount of Qualifying Expenditure in any Year which is approved by the Technical Committee pursuant to section 6.11(8);

(4) “Affiliate” means any person which directly or indirectly Controls, is Controlled by, or is under common Control with, a person;

(5) “Agreement” or “this Agreement” means this document including any schedule or appendix to it;

(6) “Annual Exploration Report” has the meaning given in section 6.6(12);

(7) “Anti-Corruption Law” means any anti-corruption Law applicable to any Party (including any Affiliate) or this Agreement, and includes (but is not limited to) the Criminal Code Act 1995 and other applicable Laws of Australia, Canadian Corruption of Foreign Public Officials Act, the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act, the Criminal Code of Canada, Federal and applicable state law of the United States of America regarding corruption and the U.S. Foreign Corrupt Practices Act, and any applicable federal and state law of the United Mexican States regarding Bribery or other corruption (including the Mexican Federal Criminal Code and Mexican General Law of Administrative Responsibilities);

(8) “Antitrust Authorization” means the authorization required from COFECE in order for South32 to acquire the Option Shares pursuant to the Option;

(9) “AOI Property” means any interest or right including any Mineral Rights or Other Rights (direct or indirect) in any property which is all or partly within the Area of Interest;

(10) “AOI Property Notice” has the meaning given in section 10.1;

(11) “Application Period” means the period commencing on the date on which South32 gives the Silver Bull Parties the Option Exercise Notice and which expires on the date on which the Antitrust Authorization is granted to South32;

(12) “Approved Budget” means a budget of estimated Qualifying Expenditure approved by the Technical Committee, or failing approval, as approved by South32, relating to the carrying out of an Approved Program or otherwise to be incurred during the period to which an Approved Budget relates and, for certainty, includes any Approved Budget which is increased pursuant to section 6.11(8);

(13) “Approved Program” means the Year 1 Approved Program, the Year 2 Approved Program, the Year 3 Approved Program or the Year 4 Approved Program, as the context dictates, and, for certainty, includes any Approved Program which is altered or modified pursuant to section 6.11(8);

(14) “Approved Program and Budget” means a Program and Budget approved by the Technical Committee;

(15) “Area of Interest” means the land included within the area which is more particularly described and depicted as the Area of Interest in Schedule 1;

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(16) “Assets” means all property or assets of any nature or kind, whether real or personal, tangible or intangible, corporeal or incorporeal, and includes any other interest in that property or those assets;

(17) “BCICAC” means the British Columbia International Commercial Arbitration Centre and includes any entity which replaces the BCICAC or which substantially succeeds to its powers or functions;

(18) “Bribery” means the offering, authorising, giving, soliciting or accepting any monetary or other benefit to influence action of a Government Official in an official capacity, or to otherwise influence any person to act improperly. Bribery includes the making of facilitation payments, which are improper payments made to induce required routine official action;

(19) “Business Day” means any day other than a Saturday, Sunday or a public or statutory holiday in the place where an act is to be performed or a payment is to be made;

(20) “Capital Advance” has the meaning given in section 3.9(1)(b);

(21) “Capital Advance Notice” has the meaning given in section 3.9(1);

(22) “Charter Documents” means a constitution, articles, articles of incorporation, notice of articles, memoranda, by-laws or any similar constating document of a corporate entity;

(23) “Claim” means any claim, action, proceeding, damage, loss, liability, cost, charge, expense, outgoing, payment or demand of any nature and whether present or future, fixed or unascertained, actual or contingent and whether at law, in equity, under statute, contract or otherwise;

(24) “COFECE” means the Federal Economic Competition Commission of Mexico (Comisión Federal de Competencia Económica);

(25) “Company Shareholders Agreement” means an agreement between Silver Bull and South32 (as the shareholders of the Company) and the Company on the terms set out in Schedule 3;

(26) “Company Shares” means all of the issued and outstanding shares of the Company upon the performance by each Silver Bull Party of all of its obligations under section 4.4;

(27) “Company Existing Shares” has the meaning given in section 2.2(22)(a);

(28) “Company Series One Shares” has the meaning given in section 2.2(22)(b);

(29) “Company Series Two Shares” has the meaning given in section 2.2(22)(b);

(30) “Completion” means completion by the Parties of the subscription for and the issue of the Option Shares to South32 as provided in section 4;

(31) “Completion Date” means the date of Completion;

(32) “Confidential Information” has the meaning given in section 9.1;

(33) “Confidentiality Agreement” means the confidentiality agreement between Silver Bull and South32 Group Operations Pty Ltd, dated June 7, 2017;

(34) “Contratistas Existing Shares” has the meaning given in section 2.2(22)(d);

(35) “Contratistas Series One Shares” has the meaning given in section 2.2(22)(d);

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(36) “Contratistas Shareholders Agreement” means an agreement between Silver Bull and South32 (as the shareholders of Contratistas) and Contratistas on the terms set out in Schedule 4;

(37) “Contratistas Shares” means all of the issued and outstanding shares of Contratistas upon the performance by each Silver Bull Party of all of its obligations under section 4.4;

(38) “Control” means, in relation to any person, possession, directly or indirectly, of the power to direct or cause direction of management and policies of that person through ownership of voting securities, contract, voting trust or otherwise;

(39) “Defaulting Party” has the meaning given in section 11.1(1);

(40) “Delay Notice” has the meaning given in section 3.6(2);

(41) “Disclosure Material” means any item of information or any document or communication (whether written or oral or embodied in tangible or electronic form) which has been created or generated by or on behalf of a Silver Bull Party and disclosed and provided by or on behalf of a Silver Bull Party to South32 or its Personnel but, for certainty, does not include Third Party Disclosure Material;

(42) “Disclosure Schedule” means the schedule titled “Disclosure Schedule” and attached as Schedule 6 to and forming part of this Agreement;

(43) “Dispute” means a dispute, controversy or Claim arising out of or in relation to this Agreement including in relation to its existence, validity, interpretation, performance, breach or termination of this Agreement;

(44) “Dispute Notice” has the meaning given in section 12.1;

(45) “Dispute Representative” has the meaning given in section 12.2;

(46) “Effective Date” means the date of this Agreement;

(47) “Effective Date Warranties” means the representations and warranties of the Silver Bull Parties set out in sections 2.2(1), 2.2(2), 2.2(4), 2.2(5), 2.2(8), 2.2(9), 2.2(10), 2.2(11), 2.2(12), 2.2(13), 2.2(14), 2.2(15), 2.2(16), 2.2(17), 2.2(18), 2.2(19), 2.2(20), 2.2(21), 2.2(30), 2.2(31), 2.2(32), 2.2(33), 2.2(34) and 2.2(44);

(48) “Encumbrance” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, option, earn-in, licence or licence fee, royalty, production or streaming payment, back-in right, claw-back right, restrictive covenant or other encumbrance of any nature or any agreement to give or create any of the foregoing, whether registerable or not;

(49) “Environment” means components of the earth including:

(a) land, air or water;

(b) any layer of the atmosphere;

(c) any organic or inorganic matter and any living organism,

and includes interacting natural ecosystems that include any of the components of the kind referred to in sections 1.1(49)(a) to 1.1(49)(c);

(50) “Environmental Law” means any applicable Law relating to restoration or reclamation of the Property, abatement of pollution, protection of the Environment, protection of wildlife including endangered species, ensuring public safety from environmental hazards, protection of cultural or historic resources, management, storage or control of Regulated Substances, releases or threatened release of Regulated Substances into the Environment (including ambient air, surface water, ground water and land) and all other Laws relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Regulated Substances;

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(51) “Environmental Liabilities” means all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, settlements, costs, disbursements or expenses (including without limitation attorney's fees and experts' fees) of any kind or of any nature whatsoever (including liability for study, testing or investigatory costs, cleanup costs, response actions or costs, removal actions or costs, remediation costs, containment costs, restoration costs, reclamation costs, corrective action costs, closure costs, natural resources damages, nuisances, property damages, business losses, penalties or fines) arising out of, based upon or resulting from, relating to, connected with or caused by the Assets of the Company or operations on or related to the Assets of the Company, however and by whomsoever caused, and whether caused by a breach of or arising under Environmental Laws, or otherwise, including without limiting the generality of the foregoing those existing as, arising from or related to:

(a) the presence, release, threatened release, discharge or emission into the Environment of any Regulated Substance;

(b) the violation or alleged violation of any Environmental Law;

(c) surface, underground, air, ground water, surface water or marine environment contamination;

(d) reclamation obligations;

(e) the removal of or failure to remove foundations, structures or equipment; and

(f) losses or damages suffered, sustained, paid or incurred by third parties as a result of any of the matters described in the foregoing provisions of this definition;

(52) “Existing Agreements” means those agreements listed in Schedule 2;

(53) “Existing Share Owners” has the meaning given in section 2.2(22)(f);

(54) “Existing Shares” means the Company Existing Shares and the Contratistas Existing Shares;

(55) “Expenditure” means all costs and expenses of whatever kind or nature funded, spent or incurred in the conduct of the Operations on or in relation to the Property including:

(a) in holding the Property in good standing (including land maintenance costs and any monies expended as required to comply with applicable Law), in curing title defects and in acquiring and maintaining surface and other ancillary rights;

(b) in preparing for and in the application for and acquisition of environmental and other Permits necessary or desirable to commence and complete exploration and development activities;

(c) in connection with any applications and necessary studies in order to obtain Permits including the preparation for and attendance at hearings and other meetings related to the Property,

Page 5

(d) in undertaking geophysical, geological surveys and airborne surveys, drilling, assaying and metallurgical testing in, on or in respect of the Property, including costs of surface access, assays, metallurgical testing and other tests and analyses (including downhole photography) to determine the quantity and quality of Minerals, water and other materials or substances;

(e) in the preparation of work programs and the presentation and reporting of data and other results obtained from those work programs including any program for the preparation of any preliminary assessment, technical report, pre-feasibility study, feasibility study or other evaluation of the Property;

(f) in searching for, digging, trenching, sampling, assaying, testing or working Minerals;

(g) in transporting samples of Minerals, personnel, supplies, buildings, machinery, tools, appliances or equipment in, to or from the Property;

(h) in acquiring, erecting and installing improvements or maintenance to site facilities, tools, appliances or equipment to the extent necessary to carry out the Operations the subject of an Approved Program;

(i) for environmental remediation and rehabilitation as required by applicable Law in connection with the Operations;

(j) in acquiring or obtaining the use of facilities, equipment or machinery, and for all parts, supplies and consumables;

(k) for salaries, wages and related costs for Personnel assigned to exploration, evaluation and development activities (other than non-cash items such as stock-based compensation payments);

(l) in paying assessments or contributions under worker’s compensation, employment insurance, pension or other similar legislation or ordinances relating to the Personnel described in section 1.1(55)(k);

(m) travelling expenses of all persons engaged in work with respect to and for the benefit of the Property, including for their food, lodging and other reasonable needs;

(n) payments to contractors or consultants for work done, services rendered or materials supplied;

(o) the cost of insurance premiums and performance bonds or other security;

(p) the costs to be incurred in respect of maintenance and reporting of accounts and Expenditures; and

(q) all Taxes levied against, or in respect of, the foregoing items of Expenditure, the Property, or activities on, or in respect of, the Property,

but Expenditure will not in any circumstances include:

(r) any amount paid under any Related Party Agreement which represents:

(i) any profit element, mark up or margin on the provision of goods and services which has not been disclosed in writing to South32 on or before the Effective Date or which exceeds ten (10%) of the value of the goods or services the subject of such disclosed Related Party Agreements; or

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(ii) payment for services which exceeds the cash cost of providing such services (such that any payment which relates to stock based compensation payments to Personnel or others will not be or constitute Expenditure);

(s) severance payments for any person other than employees of the Company or Contratistas who have been engaged by either the Company or Contratistas solely in order to conduct the Operations the subject of Approved Programs and Budgets;

(t) severance payments for employees of the Company or Contratistas who are involved in the conduct of the Operations that relate to any period other than the Option Period or severance payments for employees of the Company or Contratistas who are involved in the conduct of the Operations whose employment continues or would have continued irrespective of whether or not the Approved Programs and Budgets existed or the Operations the subject of Approved Programs and Budgets are carried out;

(u) any allocation of cost (including overhead) which does not fairly reflect the proportion of such allocated cost properly attributable to the Operations;

(v) any Tax on goods and services provided under a Related Party Agreement; or

(w) any payment made by way of indemnity contained in a Related Party Agreement or in respect of breach of a Related Party Agreement;

(56) “Exploration Data” means any map, drill core, sample, assay, geological, geophysical, geochemical or other technical report or technical information and any study, design, plan and financial or other record (whether in tangible or electronic form) related to the Property or Operations in the possession, or under the control of, a Party or its Affiliates as at the Effective Date or thereafter acquired by any Party or its Affiliates with respect to the Property;

(57) “First Tranche” means an advance of capital of not less than three million dollars ($3,000,000) to be advanced by South32 to the Company in accordance with section 3.2 together with, if applicable, any additional advance of capital by South32 to the Company to fund Additional Qualifying Expenditure approved by the Technical Committee;

(58) “Force Majeure” means, other than as a consequence of the negligence or default of a Party, an event or cause which is beyond the control of the Party claiming force majeure, not able to be overcome by the exercise of reasonable care, proper precautions and the consideration of reasonable alternatives with the intention of avoiding the effects of the force majeure by that Party, and which could not have been reasonably foreseen, and includes (subject to satisfying the requirements of the foregoing):

(a) an act of God (other than adverse weather);

(b) earthquakes, cyclones, blizzards, fire or flood;

(c) acts of war, acts of public enemies, terrorist acts, riots or civil commotions, criminal acts and cartel activities;

(d) shortages of labour or strikes, interference of trade unions, lockout, secondary boycott, other labour difficulties (without regard to whether such difficulties can be resolved by acceding to the demands of the union);

Page 7

(e) break down or destruction of machinery, plant or equipment, delays in transportation, shortages or inability to obtain contractors, machinery, plant or equipment, fuel, transportation or power;

(f) any action or failure to act within a reasonable time without justifiable cause by any Governmental Authority (including any action or failure to act within a reasonable time without justifiable cause by any duly authorized agent of any such Governmental Authority), including the denial of or delay in granting any Permit upon due application and diligent effort by the Party to obtain same, or the failure once granted to remain (without justifiable cause) in full force and effect or to be renewed on substantially similar terms;

(g) laws, rules and regulations or orders of any Governmental Authority enacted or made after the Effective Date that cause the Operations to cease;

(h) injunctions, civil disobedience, protests and other delays and disturbances caused by aboriginal or indigenous peoples that cause the Operations to cease; or

(i) protests, demonstrations, blockades or other events by environmental lobbyists, non-governmental organisations or local community groups that cause the Operations to cease,

but does not include:

(j) economic hardship, lack of money, credit or markets or inability to pay any sum of money; or

(k) delays in the performance of the obligations of a Party or its Personnel unless that delay is itself caused by Force Majeure or by the default or negligence of the other Party or its Personnel;

(59) “Fourth Tranche” means an advance of capital equal to the full amount of the estimated Qualifying Expenditure provided for in the Approved Program (which forms part of the Year 4 Approved Program) to be advanced by South32 to the Company in accordance with section 3.5 together with, if applicable, any additional advance of capital by South32 to the Company to fund Additional Qualifying Expenditure approved by the Technical Committee, which advance of capital must not be less than two million dollars ($2,000,000) but if the aggregate of the First Tranche, the Second Tranche and the Third Tranche exceeds eight million dollars ($8,000,000), then such excess will reduce such minimum;

(60) “Governmental Authority” means any federal, provincial, state, territorial, regional, municipal, local government or authority, quasi government authority, fiscal or judicial body, government or self-regulatory organisation, commission, board, tribunal, organisation, stock exchange or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing including any indigenous or native body (or both, as the case may be) exercising governance powers by right, title or custom;

(61) “Government Official” includes any:

(a) individual who is employed by or acting on behalf of a Governmental Authority, a person Controlled by a Governmental Authority (including state owned enterprises) or a public international organisation;

(b) political party, party official or political office candidate;

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(c) individual who holds or performs the duties of an appointment, office or position created by custom or convention, including, potentially, some tribal leaders and members of royal families; or

(d) individual who holds themselves out to be the authorised intermediary of any person specified in sections 1.1(61)(a), 1.1(61)(b) and 1.1(61)(c);

(62) “IFRS” means the international financial reporting standards adopted by the International Accounting Standards Board, as amended from time to time or any successor standards;

(63) “Indemnified Party” has the meaning given in section 2.6(2);

(64) “Indemnifying Party” has the meaning given in section 2.6(2);

(65) “Initial Contribution” has the meaning given in the Company Shareholders Agreement;

(66) “Insolvent Party” has the meaning given in section 11.1(2);

(67) “Law” includes:

(a) Federal, Provincial, State and local government legislation including regulations and by-laws;

(b) legislation of any jurisdiction other than those referred to in section 1.1(67)(a) with which a Party must comply;

(c) common law and equity;

(d) judgments, decrees, writs, administrative interpretations, guidelines, policies, injunctions, orders or the like, of any Governmental Authority with which a Party is legally required to comply; and

(e) Governmental Authority requirements and consents, certificates, licences, permits and approvals (including conditions in respect of those consents, certificates, licences, permits and approvals);

(68) “Material Decision” means a decision relating to one or more of the following:

(a) financial accommodation - the Company or Contratistas entering into borrowings or other financial accommodation resulting in total financial accommodation to, or borrowings of, the Company or Contratistas exceeding fifty thousand dollars ($50,000);

(b) unusual transactions - the Company or Contratistas entering into any transaction that is not in the ordinary course of its business, or that requires the Company or Contratistas to outlay funds exceeding one percent (1%) of its net tangible Assets;

(c) provision of loans - the provision of any loan to any person;

(d) guarantees - the Company or Contratistas entering into or becoming liable under any guarantee or indemnity, or similar arrangement under which the Company or Contratistas may incur liability in respect of the financial obligation of any other person;

(e) encumbrance - the creation of any Encumbrance over the Assets of the Company or Contratistas in favour of any person;

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(f) Assets - except as expressly contemplated by this Agreement, the sale, transfer, lease, assignment, disposal or acquisition of Assets or any contract to do so where the market value of such Assets or the consideration in respect of the sale or acquisition of such Assets is in excess of twenty five thousand dollars ($25,000);

(g) winding up - the appointment of a receiver, liquidator or administrator to the Company or Contratistas or any proposal to wind up the Company or Contratistas or make any composition or arrangement with creditors;

(h) litigation - the commencement or settlement of any litigation, arbitration or other proceedings that will cause, or is likely to cause, the Company or Contratistas to incur liabilities, losses, damages, costs or expenses (including legal costs) in excess of twenty five thousand dollars ($25,000)in aggregate;

(i) Directors’ fees - the payment of any fee or other remuneration to a director for his or her service as a director of the Company or Contratistas;

(j) Related Party Transactions - the making or entry into by the Company or Contratistas of any agreement, contract, arrangement or understanding with an Affiliate of the Company or Contratistas, a shareholder of the Company or Contratistas or a shareholder of any Affiliate of the Company or Contratistas other than related party transactions made or entered into in the ordinary course consistent with past practice and which are consistent with related party transactions made or entered into by the Company or Contratistas prior to the Effective Date and which have been expressly disclosed to South32 prior to the Effective Date; or

(k) Non-Arm’s Length - the making or entry into by the Company or Contratistas of any agreement, contract, arrangement or understanding which is not in the ordinary course of business or which is not on an arm’s length basis at market terms, or both, as the case may be;

(69) “Metalline” means Metalline, Inc.;

(70) “Mexico” means the United Mexican States;

(71) “Mineral Rights”means any claim, prospecting licence, exploration licence, exploration or mining lease, mining licence, mining claim, mineral concession, mineral claim and other forms of mineral tenure (including any application for the grant or issue of any of the foregoing) or other rights to minerals, or to work upon lands for the purpose of searching for, developing or extracting minerals under any form of mineral title recognized under applicable Law in Mexico, whether contractual, statutory or otherwise;

(72) “Minerals” means all ores, solutions and concentrates or metals derived from them, containing precious, base and industrial minerals (including gems and uranium) which are found in, on or under the Property and may lawfully be explored for, mined and sold under the Mineral Rights and other instruments of title under which the Property is held;

(73) “NI 43-101” means National Instrument 43-101, “Standards of Disclosure for Mineral Projects” published by the Canadian Securities Administrators, as amended from time to time, as amended from time to time or any successor instrument, rule or policy;

(74) “Non-Defaulting Party” has the meaning given in section 11.1;

(75) “Non-operating Party” has the meaning given in section 6.7;

(76) “Notice” or “notice” has the meaning given in section 13;

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(77) “Operations” means every kind of work done, or activity performed on or in respect of the Property to explore for Minerals including investigating, prospecting, exploring, drilling, analysing, property maintenance, permitting, sampling, assaying, preparation of reports, estimates and studies (including feasibility studies), surveying, rehabilitation, reclamation and environmental protection, and any management and administration necessary to conduct the foregoing work or activities;

(78) “Operator” means the operator of the Operations prior to the exercise of the Option;

(79) “Option” has the meaning given in section 3.1(1);

(80) “Option Agreement Accounts” has the meaning given in section 3.8(1);

(81) “Option Condition”has the meaning given in section 4.1;

(82) “Option Exercise Notice” has the meaning given in section 4.2(6);

(83) “Option Period” means the period from the Effective Date to the earlier of:

(a) the date on which Completion has been completed; or

(b) the date on which this Agreement is terminated;

(84) “Option Shares” means 70% of all of the Company Shares and 70% of all of the issued and outstanding shares of Contratistas;

(85) “Other Party” has the meaning given in section 10.1;

(86) “Other Rights”means any interest in real property, whether freehold, leasehold, licence, right of way, easement, any other surface or other right in relation to real property, and any right, licence or permit in relation to the use or diversion of water, but excluding any Mineral Rights;

(87) “Party” means either Silver Bull, the Company or South32, as the context dictates;

(88) “Parties” means Silver Bull, the Company and South32;

(89) “Percentage Interest” has the meaning given in the Company Shareholders Agreement;

(90) “Permit” means any applicable permit, consent, authorisation, registration, filing, lodgement, notarisation, certificate, endorsement, permission, licence, approval, authority or exemption by or with a Governmental Authority or other person or body having jurisdiction or authority in any way over the subject matter of this Agreement, the Property or the Operations;

(91) “Permitted Encumbrances” means, with respect to the Property:

(a) the exceptions and reservations contained in the original grant of the Mineral Rights or contained in any other grant or disposition from the relevant Governmental Authority;

(b) bona fide easements, rights of way, servitudes or other similar surface rights granted in the ordinary course of business that, if not required to be granted under applicable Law, do not materially impair the exercise of the rights which comprise the Property or use of the Property for the purposes for which it is held which purposes include the exploration for Minerals and the development of a mining project within the mining plots which comprise the Property, and are currently of record in the Mining Public Registry or in the case of surface rights and rights affecting real property, in the corresponding Public Registry of Property, including rights of way and servitudes for highways, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone or cable television conduits, poles, wires or cables;

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(c) rights in the Property which are reserved to or vested in any Governmental Authority by applicable Law;

(d) any mineral royalty due to any Governmental Authority;

(e) liens granted in the ordinary course of business to a public utility, municipality or Governmental Authority with respect to operations pertaining to any part of the Property;

(f) liens for taxes, charges, rates, duties, levies and assessments which relate to obligations not at the time due or delinquent;

(g) builder’s, mechanic’s, materialmen’s and similar liens in respect of services rendered or goods supplied and undetermined or inchoate liens and charges incidental to current construction or current operation or which relate to obligations not at the time due or delinquent;

(h) any Encumbrance specifically disclosed in the Technical Report; and

(i) any Encumbrance expressly created by or arising from this Agreement.

(92) “Personnel” means:

(a) in relation to a Party, any of its (or any Affiliates) directors, officers, employees, agents, consultants, invitees, Subcontractors (including Subcontractors’ Personnel) and representatives involved either directly or indirectly in the performance of the Party’s obligations under this Agreement; and

(b) in relation to a Subcontractor, any of its directors, officers, employees, agents, consultants, invitees, subcontractors or representatives involved either directly or indirectly in the performance of a Party’s obligations under this Agreement;

(93) “Property” means the Mineral Rights and Other Rights, if any, described in Schedule 1, together with any present or future renewal, extension, modification, substitution, amalgamation or variation of any of those Mineral Rights or Other Rights that derive directly from those Mineral Rights or Other Rights (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain) and where the context requires Property will also mean the geographical area which is the subject of the relevant rights;

(94) “Qualifying Expenditure” means an item of Expenditure that, in accordance with an Approved Program, is permitted to be or qualifies as Qualifying Expenditure for the purposes of this Agreement and, for certainty, Qualifying Expenditure will include any Additional Qualifying Expenditure;

(95) “Regulated Substances” means all pollutants, contaminants, chemicals, industrial, toxic, hazardous or noxious substances or wastes or any other materials or substances that are now or hereafter prohibited, controlled, prescribed or regulated by any Governmental Authority or applicable Law, or the presence or quantity of which now or hereafter requires reporting, monitoring, investigation, removal or remediation by any Governmental Authority or applicable Law, including:

(a) any petroleum or petroleum compound (refined or crude), natural gas, natural gas liquids or related hydrocarbons, flammable substance, explosive, radioactive material or any other material or pollutant that poses a hazard or potential hazard to the Environment or any person;

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(b) asbestos or any asbestos-containing material of any kind or character, any materials or substances containing polychlorinated biphenyls or urea formaldehyde insulation;

(c) any materials or substances designated as a “hazardous waste”, “hazardous substance”, “toxic pollutant” or “contaminant” under any Environmental Law; and

(d) any materials or substances that are toxic, explosive, corrosive, flammable, ignitable, infectious, radioactive, reactive, carcinogenic, mutagenic or otherwise hazardous;

(96) “Representative” means the individual appointed from time to time by a Party to act as a Party’s representative in respect of this Agreement and its subject matter;

(97) “Related Party” means Silver Bull or an Affiliate of Silver Bull;

(98) “Related Party Agreement” means any contract or other legally binding transaction, arrangement or understanding between the Company and a Related Party;

(99) “Report and Budget” means the Year 1 Report and Budget, the Year 2 Report and Budget or the Year 3 Report and Budget, as the context dictates;

(100) “Rules” has the meaning given in section 12.3(1);

(101) “Second Tranche” means an advance of capital equal to the full amount of the estimated Qualifying Expenditure provided for in the Approved Program (which forms part of the Year 2 Approved Program) to be advanced by South32 to the Company in accordance with section 3.3 together with, if applicable, any additional advance of capital by South32 to the Company to fund Additional Qualifying Expenditure approved by the Technical Committee, which advance of capital must not be less than three million dollars ($3,000,000) but if the amount of the First Tranche exceeds three million dollars ($3,000,000), then such excess will reduce such minimum;

(102) “Share Certificates” has the meaning given in section 4.4(4);

(103) “Silver Bull Party” means either Silver Bull, the Company or Contratistas, as the context dictates;

(104) “Silver Bull Parties” means Silver Bull, the Company and Contratistas;

(105) “Silver Bull Records” has the meaning given in section 2.7(2);

(106) “South32 Initial Funding” means, together, any of the First Tranche, Second Tranche, Third Tranche or Fourth Tranche advanced by South32 to the Company (as an advance of capital) during the Option Period;

(107) “Subcontractor” means any person engaged by a Party to perform any part of that Party’s obligations under this Agreement and includes a supplier of that Party;

(108) “Subscription Amount” means the aggregate of the Subscription Price and all advances of capital made by South32 to the Company pursuant to the South32 Initial Funding;

(109) “Subscription Price”, determined as at the date of the Option Exercise Notice, means one hundred million dollars ($100,000,000) less the aggregate of all South32 Initial Funding;

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(110) “Tax” means:

(a) a tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding; or

(b) an income, value added tax, customs, mining, stamp or transaction duty, tax or charge,

(or both, as the case may be) that is or may be at any time assessed, levied, imposed or collected by a Governmental Authority and includes interest, fines, penalties, charges, fees or other amounts imposed on or in respect of any of the foregoing;

(111) “Technical Committee” has the meaning given in section 6.11(1);

(112) “Technical Report” means the Updated NI 43-101 Technical Report on the Resources of the Sierra Mojada Project Coahuila, Mexico, dated June 8, 2015 with an effective date of May 3, 2015;

(113) “Third-Party Claim” has the meaning given in section 2.6(2);

(114) “Third Party Disclosure Material” means any item of information in writing or any document or written communication (whether embodied in tangible or electronic form) which has been created or generated by a person other than a Silver Bull Party or its Personnel and which has been disclosed and provided by or on behalf of a Silver Bull Party to South32 or its Personnel prior to the Effective Date;

(115) “Third Tranche” means an advance of capital equal to the full amount of the estimated Qualifying Expenditure provided for in the Approved Program (which forms part of the Year 3 Approved Program) to be advanced by South32 to the Company in accordance with section 3.4 together with, if applicable, any additional advance of capital by South32 to the Company to fund Additional Qualifying Expenditure approved by the Technical Committee, which advance of capital must not be less than two million dollars ($2,000,000) but if the aggregate of the First Tranche and the Second Tranche exceeds six million dollars ($6,000,000), then such excess will reduce such minimum;

(116) “Tranche” means the First Tranche, the Second Tranche, the Third Tranche or the Fourth Tranche, as the context dictates;

(117) “U.S. GAAP” means generally accepted accounting principles in the United States of America;

(118) “Unsafe” includes actual or potential hazards and incidents relating to safety, health or the Environment;

(119) “Warranty Period” means:

(a) in the case of the representations and warranties set out in sections 2.2(1) to 2.2(14) (inclusive), sections 2.2(19) to 2.2(46) (inclusive) and sections 2.2(55) to 2.2(59) (inclusive), eighteen (18) months; and

(b) in the case of the representations and warranties set out in sections 2.2(15) to 2.2(18) (inclusive) and sections 2.2(47) to 2.2(51) (inclusive), six (6) years;

(120) “Year” means each period of 12 successive months, with the first such period commencing on the Effective Date and each successive period commencing on an anniversary of the Effective Date and, for the avoidance of doubt, the “Final Year” will, as the context requires, be the period commencing on an anniversary of the Effective Date occurring immediately prior to the earlier of:

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(a) the date of satisfaction of the Option Condition; or

(b) the date of termination or expiry of this Agreement;

(121) “Year 1 Expiration Date” means, subject to sections 3.7, 4.2(7) and 8.4, the date on which Year 1 expires;

(122) “Year 2 Expiration Date” means, subject to sections 3.7, 4.2(7) and 8.4, the date on which Year 2 expires;

(123) “Year 3 Expiration Date” means, subject to sections 3.7, 4.2(7) and 8.4, the date on which Year 3 expires;

(124) “Year 4 Expiration Date” means, subject to sections 3.6, 4.2(7) and 8.4, the date on which Year 4 expires;

(125) “Year 1 Approved Program” means the program of Operations (and related Approved Budget) to be undertaken in Year 1 set out in Schedule 5 to this Agreement, as altered or modified pursuant to section 6.11(8) (as the case may be);

(126) “Year 2 Approved Program” means the program of Operations (and related Approved Budget) to be undertaken in Year 2 as approved by the members of the Technical Committee in accordance with section 6.11(6) or approved by South32 in accordance with section 6.11(9) (as the case may be), as altered or modified pursuant to section 6.11(8) (as the case may be);

(127) “Year 3 Approved Program” means the program of Operations (and related Approved Budget) to be undertaken in Year 3 as approved by the members of the Technical Committee in accordance with section 6.11(6) or approved by South32 in accordance with section 6.11(9) (as the case may be), as altered or modified pursuant to section 6.11(8) (as the case may be);

(128) “Year 4 Approved Program” means the program of Operations (and related Approved Budget) to be undertaken in Year 4 as approved by the members of the Technical Committee in accordance with section 6.11(6) or approved by South32 in accordance with section 6.11(9) (as the case may be), as altered or modified pursuant to section 6.11(8) (as the case may be);

(129) “Year 4 Option Exercise Date” has the meaning given in section 4.2(3);

(130) “Year 1 Report and Budget” has the meaning given in section 6.5(2)(a);

(131) “Year 2 Report and Budget” has the meaning given in section 6.5(2)(b); and

(132) “Year 3 Report and Budget” has the meaning given in section 6.5(2)(c).

1.2 Interpretation

Unless the context otherwise expressly requires, in this Agreement:

(1) the singular includes the plural and conversely and a gender includes all genders;

(2) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(3) a reference to a person (including a Party) includes an individual, company, other body corporate, association, partnership, firm, joint venture, trust or Governmental Authority;

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(4) a reference to a section, schedule or annexure is a reference to a section of or a schedule or annexure to this Agreement;

(5) a reference to any party (including a Party) includes that party’s executors, administrators, substitutes (including, but not limited to, persons taking by novation), successors and permitted assigns;

(6) a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by this Agreement or that other agreement or document;

(7) a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation, code, by-law, ordinance or statutory instrument issued under it;

(8) a reference to writing includes a facsimile or electronic mail transmission and any means of reproducing words in a tangible and permanently visible form;

(9) a reference to, “dollars”, “$” or “USD” is to currency of the United States of America;

(10) a reference to “CAD$” or “C$” is to the currency of Canada;

(11) a reference to “MEX$” is to the currency of Mexico;

(12) the word “including” means “including without limitation” and “include” and, “includes” will be construed similarly;

(13) headings and any table of contents or index are for convenience only and do not form part of this Agreement or affect its interpretation;

(14) a provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement;

(15) if an act is prescribed to be done on a specified day which is not a Business Day, it must be done instead on the next Business Day;

(16) where any representation, warranty or other statement in this Agreement is expressed to be given or made by Silver Bull (or the Silver Bull Parties) or South32, as applicable, to its knowledge or is otherwise expressed to be limited in scope to facts or matters known to Silver Bull (or the Silver Bull Parties) or South32, as applicable, or of which Silver Bull (or the Silver Bull Parties) or South32, as applicable, is aware, it will mean such knowledge as is actually known to the directors and officers of Silver Bull or the directors and officers of South32, as applicable, in each case after having made due inquiry; and

(17) a reference to a thing (including a right, obligation or concept) includes a part of that thing but nothing in this section 1.2(17) implies that performance of part of an obligation constitutes performance of the obligation.

1.3 Parties and Other Matters

During the Option Period the Parties agree that for the purposes of this Agreement:

(1) a notice given by South32 to one Silver Bull Party will be deemed to have been given to each Silver Bull Party;

(2) any consent given, or agreement made, by a Silver Bull Party will be deemed to have been given or made (as the case may be) by each Silver Bull Party;

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(3) any consultation by South32 with one Silver Bull Party will be deemed to be consultation by South32 with each Silver Bull Party;

(4) any election by one Silver Bull Party will be deemed to have been made by each Silver Bull Party and any failure by one Silver Bull Party to make an election will be deemed to be a failure of each Silver Bull Party to make an election;

(5) a Dispute Representative nominated by a Silver Bull Party will be the Dispute Representative for each Silver Bull Party;

(6) a breach of any representation or warranty given or made by a Silver Bull Party under this Agreement or a breach of, or failure by, a Silver Bull Party or its Personnel to perform any covenant or obligation of that Silver Bull Party under this Agreement will be deemed to be a breach of failure by each Silver Bull Party;

(7) if a Silver Bull Party commits or is the subject of an Insolvency Event then each Silver Bull Party will be deemed to have committed or be the subject of that Insolvency Event; and

(8) any right, power, authority, discretion, right of enforcement or remedy that is capable of exercise by each Silver Bull Party under or in connection with this Agreement will, when exercised by one Silver Bull Party, be deemed to have been exercised by each Silver Bull Party.

1.4 Schedules

The following schedules are attached to and incorporated in this Agreement:

(1) Schedule 1 – Property Description;

(2) Schedule 2 – Existing Agreements;

(3) Schedule 3 – Company Shareholders Agreement;

(4) Schedule 4 – Contratistas Shareholders Agreement;

(5) Schedule 5 – Year 1 Approved Program; and

(6) Schedule 6 – Disclosure Schedule

2. Representations and Warranties

2.1 Mutual Representations and Warranties

(1) Silver Bull, the Company and Contratistas, respectively, represent and warrant to South32 and South32 Party represents and warrants to each Silver Bull Party that on the Effective Date:

(a) it is duly formed, incorporated, amalgamated or continued (as the case may be) and validly exists under the law of its place of formation, incorporation, amalgamation or continuance;

(b) it is in good standing under the legislation under which it was formed, incorporated, amalgamated or continued (as the case may be);

(c) it has full legal capacity and power:

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(i) to own its property and assets and to carry on its business; and

(ii) to enter into this Agreement and to perform its obligations under this Agreement.

(d) it is or at the relevant time will be directly or indirectly (through an Affiliate) qualified to do business in Coahuila State, Mexico and lawfully authorized to hold Mineral Rights in Coahuila State, Mexico;

(e) it has taken all action (whether corporate, by its shareholders or otherwise) that is necessary to authorize its entry into this Agreement and to perform its obligations under this Agreement;

(f) this Agreement constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy subject to laws generally affecting creditors’ rights and to principles of equity (where applicable);

(g) the execution, delivery and performance by it of this Agreement does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

(i) its Charter Documents;

(ii) any material term or provision of any security arrangement, undertaking, agreement or deed; or

(iii) any writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it or any of its property is bound;

(h) no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending or, to its knowledge, threatened against it which if adversely decided could, in the reasonable opinion of the Party’s management, have a material adverse effect on the Party’s business, assets (including the Property) or financial condition such as to materially impair its ability to perform its obligations under this Agreement;

(i) no liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator is currently appointed in relation to it or any of its property;

(j) to its knowledge, there are no facts, matters or circumstances which give any person the right to appoint or to apply to appoint (as the case may be) a liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator to it or any of its property; and

(k) it is unaware of any material facts or circumstances that have not been disclosed in this Agreement, which should be disclosed to each other Party in order to prevent the representations and warranties in this section 2.1(1) from being materially misleading.

(2) The representations and warranties contained in section 2.1(1) will be treated as made and be binding upon each Party continuously during the term of this Agreement and each Party must immediately notify each other Party if any of its representations and warranties set out in this section 2.1 are not true and correct in any material respect.

2.2 Silver Bull Parties Representations and Warranties

Each Silver Bull Party jointly and severally represents and warrants to South32 that:

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Absence of Approvals Required

(1) except for the Antitrust Authorization, no authorization, approval, order, licence, permit or consent of any Governmental Authority or other third person, and no registration, declaration or filing by any Silver Bull Party with any such Governmental Authority is required in order for any Silver Bull Party:

(a) to consummate the transactions contemplated by this Agreement;

(b) to execute and deliver all of the documents and instruments to be delivered by a Silver Bull Party under this Agreement;

(c) to duly perform and observe the terms and provisions of this Agreement; and

(d) to render this Agreement legal, valid, binding and enforceable;

The Property and Related Matters

(2) the Property is properly and accurately described in Schedule 1;

(3) the Company is the exclusive beneficial and registered or recorded owner of a 100% undivided interest in the Property;

(4) the Company is legally entitled to hold the Property;

(5) except as disclosed in section 2.2(5) of the Disclosure Schedule, all of the Mineral Rights comprising the Property are current and in good standing and have been validly and properly located, staked, tagged and recorded (as the case may be) in accordance with the laws of the jurisdiction in which the Property is located and there are no disputes, threatened or now existing of which a Silver Bull Party is aware, as to title to or the staking or recording of, those Mineral Rights;

(6) except for the Permitted Encumbrances, the Property and each Silver Bull’s Party’s interest in the Property (whether direct or indirect) is free and clear of any Encumbrance;

(7) without limiting section 2.2(6) except as disclosed in section 2.2(7) of the Disclosure Schedule, there are no outstanding agreements, options or other arrangements to acquire or purchase the Property or any interest in the Property and no person has any royalty or other interest whatsoever in production or profits from the Property;

(8) each Silver Bull Party has made available to South32 all material Exploration Data in its possession as at the Effective Date and such Exploration Data is true and correct (to the knowledge of the Silver Bull Parties) in all material respects and no relevant Exploration Data in respect of the Property has been withheld;

(9) except as disclosed in section 2.2(9) of the Disclosure Schedule, the Company has obtained or acquired all authorizations, rights or powers necessary in, over or to the surface area of the Property to access the Property and to conduct Operations on the Property necessary to be obtained or acquired as at the Effective Date;

(10) all work, payment or expenditure obligations applicable to the Property, all reports or evidence of the work or expenditure and other requirements to be satisfied or filed to keep the Property in good standing which were to have been satisfied by the Effective Date have been satisfied or filed to the satisfaction of the applicable Governmental Authority;

(11) all rentals, taxes, assessments and renewal fees and other governmental charges applicable to, or imposed on, the Property which were due to be paid on or before the Effective Date have been paid in full;

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(12) except as disclosed in section 2.2(12) of the Disclosure Schedule, there are no actual, alleged, or, to the knowledge of the Silver Bull Parties, threatened adverse claims, challenges, suits, actions, prosecutions, investigations or proceedings against or to, the ownership of, or title to, the Property or of any challenge to the Company’s right, title or interest in the Property nor to the knowledge of each Silver Bull Party is there any basis for any of the foregoing;

(13) each Silver Bull Party has no notice, or knowledge, of any proposal to terminate or vary the terms of or rights attaching to, the Property from any Governmental Authority or other person having jurisdiction in any way over the Property;

(14) the Property does not lie within any protected area, rescued area, reserve, reservation or reserved area as designated by any Governmental Authority having jurisdiction, that would impair the exploration for Minerals or the development of a mining project on the Property;

(15) except as disclosed in section 2.2(15) of the Disclosure Schedule, the Property and the Company are not subject to any Environmental Liabilities nor to the knowledge of each Silver Bull Party is there any basis for the Property and the Company to be subject to any Environmental Liabilities;

(16) except as disclosed in section 2.2(16) of the Disclosure Schedule, there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property or the conduct of the business related to the Property, nor to the best of the Silver Bull Parties’ knowledge has any activity by the Company or Contratistas on the Property been in violation of any applicable Environmental Law, and to their knowledge, conditions on and relating to the Property are in compliance with that Environmental Law;

(17) except as disclosed in section 2.2(18) of the Disclosure Schedule, there has been no material spill, discharge, leak, emission, ejection, escape, dumping, or any release or threatened release of any Regulated Substance from, on, in or under the Property or into the Environment by the Company or Contratistas, except releases expressly permitted or otherwise authorized by applicable Law;

(18) except as disclosed in section 2.2(18) of the Disclosure Schedule and except as is expressly permitted by the terms of the Mineral Rights comprising the Property, no Regulated Substance has been treated, disposed of or is located or stored on the Property as a result of activities of a Silver Bull Party or, to its knowledge, its predecessors in title or interest;

(19) except as disclosed in section 2.2(19) of the Disclosure Schedule, to the knowledge of each Silver Bull Party, there is no pending or ongoing claims or actions taken by or on behalf of any native or aboriginal persons, community groups or non-governmental organizations with respect to the Property or the operations and activities of the Company on, in or with respect to the Property and no archaeological remains have been found on the surface of the Property;

Compliance with Applicable Law

(20) each Silver Bull Party and its Personnel, and, to its knowledge, its predecessors in title or interest, have conducted its business, operations and activities (including all activities to acquire interests in, on or in respect of the Property) in compliance in all material respects with all applicable Law (including Anti-corruption Law);

(21) each Silver Bull Party, its Personnel and its Affiliates have not engaged in any conduct that is in breach of section 14.19;

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Existing Shares

(22) as at the Effective Date:

(a) the issued and outstanding share capital of the Company consists of 556,393,500 shares with a par value of MEX$556,393,500.00 (“Company Existing Shares”);

(b) 50,000 of the Company Existing Shares are “Series One” representing the fixed portion of the capital stock of the Company (“Company Series One Shares”), and 556,343,500 of the Company Existing Shares are “Series Two” representing the variable portion of the capital stock of the Company (“Company Series Two Shares”);

(c) Silver Bull is the registered legal owner of 49,999 of the Company Series One Shares, and of 556,343,500 of the Company Series Two Shares and Metalline is the registered legal owner of one (1) Company Series One Share;

(d) the issued and outstanding share capital of Contratistas consists of 50 shares with a par value of MEX$50,000.00 (“Contratistas Existing Shares”) and all of the Contratistas Existing Shares are “Series One” representing the fixed portion of the capital stock of Contratistas (“Contratistas Series One Shares”);

(e) Silver Bull is the registered legal owner of 49 of the Contratistas Series One Shares and Metalline is the registered legal owner of 1 (one) Contratistas Series One Share; and

(f) Silver Bull and Metalline own all of the Existing Shares (“Existing Share Owners”).

The Existing Shares are ordinary shares and do not grant to or confer on the Existing Share Owners any preferential, pre-emptive or other third party rights;

(23) the Existing Share Owners are the registered, legal and beneficial owner of 100% of the Existing Shares, have good and marketable title to the Existing Shares and the Existing Shares are free and clear of any Encumbrance or third party claim;

(24) the Existing Share Owners have not given or agreed to give any Encumbrance over any of the Existing Shares;

(25) the Existing Shares have been validly issued and fully paid and no moneys are owing in respect of them;

(26) none of the Existing Shares has been issued in violation of any preferential, pre-emptive or other third party rights and the Company and Contratistas has not declared any dividend or other distribution and is not under any obligation to redeem or repurchase any shares or other securities issued by it;

(27) there is no shareholder agreement, voting trust, proxy or other agreement or understanding relating to the voting of the Existing Shares;

(28) except for this Agreement, there are no agreements, arrangements or understandings in effect under which the Company or Contratistas is obliged at any time to issue any shares or other securities of the Company or Contratistas;

(29) no person has any agreement, right (including any pre-emptive right) or option, present or future, contingent, absolute or capable of becoming an agreement, or which will with the passage of time or the occurrence of any event become an agreement, right (including a pre-emptive right) or option to acquire any Existing Shares;

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Option Shares

(30) upon issue by the Company and Contratistas the Option Shares will be validly allotted and fully paid and no money will owing in respect of them;

(31) upon issue by the Company and Contratistas no Option Shares will be issued in violation of any preferential, pre-emptive or other rights of others and the Company and Contratistas will have irrevocably and expressly waived any preferential or pre-emptive rights to subscribe for or acquire the Option Shares or any of them. The Company and Contratistas will not declare any dividend or other distribution in respect of the Option Shares and will not be under any obligation to redeem or repurchase any of the Option Shares;

(32) except as provided, respectively, in the Company Shareholders Agreement and the Contratistas Shareholders Agreement, upon issue by the Company and Contratistas of the Option Shares there will be no shareholder agreement, voting trust, proxy or other agreement or understanding relating to the voting of the Option Shares;

(33) except as provided, respectively, in the Company Shareholders Agreement and the Contratistas Shareholders Agreement, upon issue by the Company and Contratistas of the Option Shares there will be no agreements, arrangements or understandings in place in respect of the Option Shares under which the Company or Contratistas is obliged at any time to issue any shares or other securities in the Company or Contratistas;

(34) upon issue by the Company and Contratistas of the Option Shares no person will have any agreement, right or option, present or future, contingent, absolute or capable of becoming an agreement, or which will with the passage of time or the occurrence of any event become an agreement, right or option to acquire the Option Shares or any of them;

(35) upon issue by the Company and Contratistas the Option Shares will grant full voting and economic rights, with no restrictions whatsoever, and will be issued as part of the variable portion of the capital stock of the Company and Contratistas, respectively;

No Indebtedness, Security or Claims

(36) except as disclosed in section 2.2(36) of the Disclosure Schedule and other than as expressly contemplated by or incurred pursuant to Approved Programs, the Company has no liabilities or obligations whatsoever (whether accrued, absolute, contingent or otherwise);

(37) without limiting section 2.2(36) and except as disclosed in section 2.2(37) of the Disclosure Schedule, the Company and Contratistas is not indebted to Silver Bull, its Personnel or any Affiliate of Silver Bull, on any account whatsoever;

(38) except for the Permitted Encumbrances, the Company and its Assets and Contratistas and its Assets are not the subject of any Encumbrance and the Company and Contratistas, respectively, has not given or agreed to give any Encumbrance over it or its Assets (or both);

(39) except as disclosed in section 2.2(39) of the Disclosure Schedule, to the Silver Bull Parties’ knowledge, no person has any Claim of any nature against the Company or its Assets or Contratistas and its Assets;

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Absence of Investments or Agreements

(40) except as disclosed in section 2.2(40) of the Disclosure Schedule, the Company and Contratistas do not own any shares or other securities in any person and has no obligation to acquire any Assets from, or any interest in, any person;

(41) except as disclosed in this Agreement and in Schedule 2, the Company and Contratistas have not made or entered into any material contract, agreement, arrangement or understanding (including with any Government Authority) which is still in force and effect and which are in respect of or which pertain to the Property, the Company or Contratistas;

Assets of Company

(42) except for the Permitted Encumbrances, the Company and Contratistas each own and possess and has a good marketable title to its Assets free and clear of all Encumbrances;

(43) except for the Permitted Encumbrances, no person has any agreement, right (including any pre-emptive right) or option, present or future, contingent, absolute or capable of becoming an agreement, or which will with the passage of time or the occurrence of any event become an agreement, right (including a pre-emptive right) or option to acquire:

(a) the Assets of the Company or any of them or an interest (whether direct or indirect) in the Assets of the Company; or

(b) the Assets of Contratistas or any of them or an interest (whether direct or indirect) in the Assets of Contratistas;

(44) all Permits required as at the Effective Date for the uses to which the Assets of the Company have been put, have been obtained in compliance with all applicable Law (including Anti-corruption Law) and, to the knowledge of each Silver Bull Party, are in good standing;

Corporate Records/Books and Records of the Company

(45) the corporate records of the Company and Contratistas, as required to be maintained by it pursuant to applicable Law, are accurate, complete and up to date in all material respects, and are maintained at the records office of the Company and Contratistas. Without limiting the foregoing, the minute books of the Company and Contratistas contain true, correct and complete copies of the minutes of every meeting of its board of directors and of its shareholders and every written resolution of its directors and shareholders during the periods covered by such minute books. All corporate proceedings and actions reflected in the corporate records of the Company and Contratistas (including the minute books) have been, in all material respects, conducted or taken in compliance with applicable Law and with the Charter Documents of the Company and of Contratistas;

(46) all transactions of the Company and Contratistas have been properly and accurately recorded in the appropriate books and records of the Company and Contratistas and such books and records are correct and complete in all material respects and have been maintained and retained in accordance with applicable Law, including tax and corporate laws and regulations, accounting requirements and good business practice in the jurisdictions where the Company and Contratistas operate;

Tax and Tax Returns of the Company

(47) all Tax and other information returns required to be filed with respect to:

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(a) the Company or its Assets (including the relevant parts of the Property), business or income; and

(b) Contratistas or its Assets, business or income,

for all previous years or other reporting periods, under applicable Law (including the laws of Canada and Mexico) have been prepared and duly filed on or before their respective due dates or as such dates may have been extended in accordance with applicable Law, and all amounts due and owing in respect of such returns, for all previous years or other reporting periods, whether for Tax, interest, penalties or otherwise, have been duly paid, and all required instalments that have become due have been paid by their due dates;

(48) all the Tax and information returns referred to in section 2.2(47) have been completed accurately and correctly in all material respects, no Claim has been asserted against the Company or Contratistas with respect to any Taxes arising with respect to the income of the Company or Contratistas for any period and there are no agreements, waivers or other arrangements providing for extensions of time with respect to the filing of any return or the payment of any Tax or the assessment or collection of unpaid Tax with respect to the income of the Company or Contratistas;

(49) there are no tax audits, reviews, examinations, actions, suits, proceedings, investigations or claims now threatened or pending against the Company or Contratistas with respect to any unpaid Tax, nor are there any matters under discussion with any Governmental Authority of Canada or Mexico relating to any amount of unpaid Tax in any taxation periods that remain open for assessment or reassessment as of the Effective Date;

(50) to the Silver Bull Parties’ knowledge there are no contingent Tax liabilities of the Company or Contratistas nor are there any grounds that would prompt a reassessment for Tax purposes of the Company or Contratistas, including grounds based on aggressive unlawful treatment of income and expenses;

(51) to the Silver Bull Parties’ knowledge, the financial statements, tax accounting records and schedules attached to the corporate income tax returns as filed by the Company and Contratistas for each of its taxation years reflect and disclose all transactions to which the Company or Contratistas (as the case may be) was a party as required by the applicable revenue or tax Laws of Canada and Mexico and all of the transactions to which the Company or Contratistas (as the case may be) was or is a party are reflected or disclosed in such financial statements and schedules and the corporate income tax returns and schedules have been duly and accurately completed in all material respects as required by the applicable revenue and tax Laws of Canada and Mexico;

(52) the Company and Contratistas retain all tax accounting and corporate records required by Law to support any tax or accounting position, filing or claim with respect to Taxes imposed by Mexico within the statutory period provided by applicable tax Laws;

(53) neither the Company nor Contratistas have ever:

(a) been a member of an affiliated group of corporations; or

(b) been included in any “consolidated”, “unitary” or “combined” tax return;

(54) all Taxes that the Company and Contratistas are (or were) required by Law to withhold or collect in connection with amounts paid to any employee, independent contractor, creditor, shareholder, member or other third party have been duly withheld or collected, and have been timely paid over to the proper Governmental Authorities to the extent due and payable;

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Existing Agreements

(55) the Company and Contratistas is not in default of any covenant or agreement arising under or by virtue of the Existing Agreements to which it is a party;

(56) the Company and Contratistas has made available to South32 complete, true and accurate copies of all the Existing Agreements to which it is a party;

(57) the creation of the Option, the execution and delivery of this Agreement and the performance by the Silver Bull Parties of their respective obligations under this Agreement and the other documents and agreements referred to in this Agreement, does not and will not constitute a breach of, or default under, any Existing Agreement;

Accuracy of Information

(58) the Disclosure Material that was provided by or on behalf of each Silver Bull Party was provided in good faith and in so doing each Silver Bull Party has, to its knowledge, not:

(a) omitted anything material to the Assets of the Company or Contratistas including the relevant parts of the Property or to the Company or Contratistas from such Disclosure Material that has not separately been disclosed in writing to South32; or

(b) included anything materially misleading in such Disclosure Material;

(59) subject to section 2.3(5), the Third Party Disclosure Material that was provided by or on behalf of each Silver Bull Party was provided in good faith and in so doing each Silver Bull Party has, to its knowledge, not:

(a) omitted to disclose or provide any material Third Party Disclosure Material relevant to the Assets of the Company or Contratistas including the Property or to the Company or Contratistas that was or is in the possession or under the control of a Silver Bull Party that has not separately been disclosed in writing to South32; or

(b) included anything that is materially inaccurate or materially misleading in such Third Party Disclosure Material; and;

(60) it is unaware of any material facts or circumstances that have not been disclosed in this Agreement, which should be disclosed to South32 in order to prevent the representations and warranties in this section 2.2 from being materially misleading.

2.3 When Warranties Given and Breach

(1) South32 acknowledges and agrees that the Effective Date Warranties are given and made only as of and at the Effective Date.

(2) Except for the Effective Date Warranties, the representations and warranties given in and under section 2.2:

(a) will be treated as made and be binding upon each Silver Bull Party continuously during the period commencing on and from the Effective Date to that date which is the day immediately prior to the date of exercise by South32 of the Option;

(b) without limiting section 2.3(2)(a), will be treated as re-made and be binding upon each Silver Bull Party as at the time immediately before Completion; and

(c) subject to section 2.3(5), will remain in full force and effect after the Completion Date despite Completion.

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(3) No Silver Bull Party will have any liability, obligation or other responsibility whatsoever to South32 arising out of a breach of, or inaccuracy in, any representation or warranty of a Silver Bull Party given or made in this Agreement if South32 had actual knowledge of such breach or inaccuracy on or prior to the Effective Date, it being acknowledged by South32 that it has had the opportunity to conduct due diligence and investigation with respect to the Silver Bull Parties and the Property. For purposes of this section 2.3(3), “knowledge” of South32 is limited to the actual knowledge of South32, its directors and officers and Darryl Steane and Mirek Wozga (both being employees and respectively being a manager corporate development and a senior manager resource evaluation) obtained in connection with this Agreement and the transactions contemplated by this Agreement.

(4) In addition and with reference to section 2.3(3), no Party will be entitled to indemnification in respect of a Claim for breach of, or inaccuracy in, any representation or warranty given or made in this Agreement to the extent that this Agreement or any one or more of the sections to the Disclosure Schedule describes facts or events which make it reasonably apparent that an exception to the representation or warranty which gives rise to the Claim is made in this Agreement or in the applicable portion of the Disclosure Schedule, whether or not so stated in that specific representation or warranty or that specific section of the Disclosure Schedule.

(5) Except to the extent set out in section 2.2(59), South32 acknowledges and agrees that no Silver Bull Party has given or made any representation or warranty (whether express, implied or otherwise) in respect of the Third Party Disclosure Material including that the Third Party Disclosure Material is free of inaccuracies, errors or is complete.

(6) Except for the Effective Date Warranties, all representations and warranties set out in section 2.2 will survive the Completion Date for the Warranty Period, after which time neither Party will have any further liability under this Agreement with respect to such representations or warranties, except in respect of any claim with respect to any breach of any such representation and warranty made or brought in writing by a Party against another Party in accordance with this Agreement prior to the expiration of the Warranty Period or in respect of a claim against a Party based on fraud or willful misconduct.

(7) For the purposes of section 2.3(2)(b), a reference in section 2.2(44) to the Effective Date will be taken to be a reference to the time immediately before Completion.

2.4 Silver Bull Indemnity

(1) Subject to sections 2.3 and 2.6, Silver Bull indemnifies and must keep indemnified South32 from and against any Claim which South32 suffers, sustains or incurs arising out of or in connection with:

(a) the breach of any representation or warranty given or made by a Silver Bull Party under this Agreement;

(b) the breach of, or failure by, a Silver Bull Party to perform any covenant or obligation of that Silver Bull Party under this Agreement; or

(c) any act, matter, event or other circumstance that occurred or arose in connection with the Property or the Company from April 16, 2010 to the Effective Date including the presence, release or discharge of any Regulated Substance.

(2) It is not necessary for South32 to make an out-of-pocket payment before enforcing a right of indemnity conferred by this Agreement.

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(3) A Silver Bull Party must promptly give notice to South32 in the event that there is a material breach of a representation or warranty given or made by a Silver Bull Party under this Agreement.

(4) A Silver Bull Party must promptly give notice to South32 if at any time during the Option Period any Silver Bull Party becomes aware of any matter, fact, circumstance or thing that would constitute a material breach of a representation or warranty given or made by a Silver Bull Party in sections 2.2(12), 2.2(13), 2.2(15), 2.2(16), 2.2(17), 2.2(18) and 2.2(19) if such representations and warranties continued to be binding on the Silver Bull Parties during the Option Period.

2.5 South32 Indemnity

(1) Subject to sections 2.3 and 2.6, South32 indemnifies and must keep indemnified each Silver Bull Party from and against any Claim which a Silver Bull Party suffers, sustains or incurs arising out of or in connection with:

(a) the breach of any representation or warranty given or made by South32 under this Agreement; or

(b) the breach of, or failure by, a South32 to perform any covenant or obligation of South32 under this Agreement.

(2) It is not necessary for a Silver Bull Party to make an out-of-pocket payment before enforcing a right of indemnity conferred by this Agreement.

(3) South32 must promptly give notice to the Silver Bull Parties in the event that there is a material breach of a representation or warranty given or made by South32 under this Agreement.

2.6 Indemnification and Third-Party Claims

(1) All claims for indemnification by any indemnified Party under section 2.4 or section 2.5 (as the case may be) as to a third party claim asserted or initiated against such indemnified Party must be asserted and resolved as set out in this section 2.6.

(2) If any third person notifies any Party indemnified under section 2.4 or section 2.5 (“Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against a Party (“Indemnifying Party”) under section 2.4 or section 2.5 (as the case may be), then the Indemnified Party must promptly (and in any event within fourteen (14) days after receiving notice of the Third-Party Claim from such third party) notify the Indemnifying Party of the Third-Party Claim.

(3) Notwithstanding section 2.6(2), no delay on the part of an Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party of any of its obligations under section 2.4 or section 2.5 (as the case may be) unless and then solely to the extent that the Indemnifying Party is irrevocably prejudiced by such delay.

(4) The notice given by an Indemnified Party under section 2.6(2) must include a description of the Third-Party Claim and copies of all documents relating to the Third-Party Claim.  Any Indemnifying Party will have the right to assume and thereafter conduct the defence of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party will have the right to retain its own counsel at its own cost unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses), in which case the cost of such counsel must be paid by the Indemnifying Party. Notwithstanding the foregoing the Indemnifying Party must not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement fully releases such Indemnified Party with respect to such Third-Party Claim or involves only the payment of money damages that are covered in full by the indemnity and does not impose an injunction or other equitable relief upon the Indemnified Party and is subject to confidentiality provisions acceptable to the Indemnified Party (which approval of such provisions must not be unreasonably withheld, conditioned or delayed by the Indemnified Party).

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(5) An election to assume the defence of a Third-Party Claim will not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such Third-Party Claim.  Unless and until an Indemnifying Party assumes the defence of the Third-Party Claim as provided for in this section 2.6 the Indemnified Party may defend against the Third-Party Claim in any manner it reasonably may deem appropriate.

(6) To the extent the Indemnifying Party controls or participates in the defence, settlement or compromise of a Third-Party Claim, the Indemnified Party must, from time to time:

(a) provide the Indemnifying Party and its counsel access to, during normal business hours, documentation and other information of the Indemnified Party relevant to the Third-Party Claim but excluding any documentation or advice (whether in permanent or electronic form):

(i) the disclosure of which would cause the Indemnified Party to breach any contract of insurance to which the Indemnified Party or its Affiliates is a party; or

(ii) which is the subject of legal professional privilege; or

(iii) which is confidential or proprietary information of the Indemnified Party;

(b) permit the Indemnifying Party and its counsel to consult with the Personnel and counsel of the Indemnified Party; and

(c) cooperate with the Indemnifying Party in any reasonable manner requested by the Indemnifying Party and use commercially reasonable efforts to assist the Indemnifying Party in the defence, settlement or compromise of such Third-Party Claim as and when requested by the Indemnifying Party.

2.7 South32 Access

(1) At any time prior to the expiration of the Option Period and upon reasonable prior written notice, the Silver Bull Parties will deliver, grant access or otherwise cause to be made available to South32 and its authorized Personnel all information (whether in tangible or electronic form) comprising or relating to the Assets of the Company or Contratistas, the Company, Contratistas, the Disclosure Material, the Exploration Data and the Property.

(2) The Silver Bull Parties authorize South32 (and any of its authorized Personnel) to access, examine, audit and make copies (in a paper and electronic form) of any of the information and other documents and records provided pursuant to section 2.7(1) (“Silver Bull Records”).

(3) The Silver Bull Parties will, at the risk and cost of South32 and upon reasonable notice, give South32 and any of its authorized Personnel access to the Property to conduct such inspections and investigations of the Property as South32 considers fit. In connection with and to facilitate such access to the Property by South32 and any of its authorized Personnel, reasonable assistance will be provided by the Silver Bull Parties to South32 at no additional cost to South32.

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(4) In connection with any review, access or investigation conducted by South32 pursuant to this section 2.7, the Silver Bull Parties will, upon reasonable notice, grant access to or otherwise make available for the purposes of conducting interviews or meetings, any relevant Personnel of the Silver Bull Parties.

3. Option

3.1 Right to Subscribe

(1) On the terms and conditions set out in this Agreement, the Silver Bull Parties hereby grant to South32 the sole, exclusive and irrevocable right for South32 to subscribe for from, respectively, the Company and Contratistas, be issued and to acquire (in the manner specified in section 4) 70% of the Company Shares and 70% of the Contratistas Shares (“Option”) free and clear of any Encumbrance.

(2) To give effect to the grant of the Option by the Silver Bull Parties pursuant to section 3.1(1), the Silver Bull Parties must, and must cause Metalline to, waive all preferential or pre-emptive rights to subscribe for the Option Shares or any portion of the Option Shares, and must carry out, and cause Metalline to carry out, all corporate acts required for the Company and Contratistas, respectively, to issue the Option Shares, including voting the Existing Shares at a meeting of the shareholders of each of the Company and Contratistas so as to authorize the issue the Option Shares upon the exercise of the Option by South32 in accordance with section 4.2(6).

3.2First Tranche

(1) To maintain the Option in good standing in Year 1, South32 must, in accordance with section 3.9, advance to the Company the First Tranche to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 1 Approved Program.

(2) If pursuant to section 6.11(8) the Technical Committee approves an alteration or modification of the Year 1 Approved Program and an increase in the Approved Budget that relates to the Year 1 Program, then South32 must, in accordance with section 3.9, make an additional advance of capital to the Company to fund the Additional Qualifying Expenditure.

(3) Subject to and in accordance with section 6, the Operator must use commercially reasonable efforts to apply the entire First Tranche to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 1 Approved Program within Year 1.

(4) If the Operator does not apply the entire First Tranche as required by section 3.2(3) then as long as the Operator has otherwise complied with its obligations under section 3.2(3):

(a) no Party will be taken to be in default of this Agreement; and

(b) any amount of the First Tranche not applied will be held by the Operator and carried forward and applied solely to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 2 Approved Program.

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3.3Second Tranche

(1) Subject to exercise of the Option, to maintain the Option in good standing in Year 2, South32 must, in accordance with section 3.9 and after the date on which South32 gives the Silver Bull Parties notice under section 4.2(1)(a)(i), advance to the Company the Second Tranche to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 2 Approved Program.

(2) If pursuant to section 6.11(8) the Technical Committee approves an alteration or modification of the Year 2 Approved Program and an increase in the Approved Budget that relates to the Year 2 Program, then South32 must, in accordance with section 3.9, make an additional advance of capital to the Company to fund the Additional Qualifying Expenditure.

(3) Subject to and in accordance with section 6, the Operator must use commercially reasonable efforts to apply the entire Second Tranche to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 2 Approved Program within Year 2.

(4) If the Operator does not apply the entire Second Tranche as required by section 3.3(3) then as long as the Operator has otherwise complied with its obligations under section 3.3(3):

(a) no Party will be taken to be in default of this Agreement; and

(b) any amount of the Second Tranche not applied will be held by the Operator and carried forward and applied solely to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 3 Approved Program.

3.4Third Tranche

(1) Subject to the exercise of the Option, to maintain the Option in good standing in Year 3, South32 must, in accordance with section 3.9 and after the date on which South32 gives the Silver Bull Parties notice under section 4.2(2)(a)(i), advance to the Company the Third Tranche to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 3 Approved Program.

(2) If pursuant to section 6.11(8) the Technical Committee approves the alteration or modification of the Year 3 Approved Program and an increase in the Approved Budget that relates to the Year 3 Program, then South32 must, in accordance with section 3.9, make an additional advance of capital to the Company to fund the Additional Qualifying Expenditure.

(3) Subject to and in accordance with section 6, the Operator must use commercially reasonable efforts to apply the entire Third Tranche to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 3 Approved Program within Year 3.

(4) If the Operator does not apply the entire Third Tranche as required by section 3.4(3) then as long as the Operator has otherwise complied with its obligations under section 3.4(3):

(a) no Party will be taken to be in default of this Agreement; and

(b) any amount of the Third Tranche not applied will be held by the Operator and carried forward and applied solely to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 4 Approved Program.

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3.5Fourth Tranche

(1) Subject to the exercise of the Option, to maintain the Option in good standing in Year 4, South32 must, in accordance with section 3.9 and after the date on which South32 gives the Silver Bull Parties notice under section 4.2(3)(a)(i), advance to the Company the Fourth Tranche to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 4 Approved Program.

(2) If pursuant to section 6.11(8) the Technical Committee approves the alteration or modification of the Year 4 Approved Program and an increase in the Approved Budget that relates to the Year 4 Program, then South32 must, in accordance with section 3.9, make an additional advance of capital to the Company to fund the Additional Qualifying Expenditure.

(3) Subject to and in accordance with section 6, the Operator must use commercially reasonable efforts to apply the entire Fourth Tranche to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 4 Approved Program within Year 4.

(4) If the Operator does not apply the entire Fourth Tranche as required by section 3.5(3) then as long as the Operator has otherwise complied with its obligations under section 3.5(3):

(a) no Party will be taken to be in default of this Agreement;

(b) if the Option Period is extended pursuant to section 3.6 then any amount of the Fourth Tranche not applied will be held by the Operator and carried forward and applied solely to fund the Qualifying Expenditures to be incurred in undertaking the Operations to be conducted in such extension;

(c) if South32 exercises the Option pursuant to section 4.2(4), any amount of the Fourth Tranche not applied will be applied solely to fund the initial program and budget prepared and approved pursuant to the Shareholders Agreement; and

(d) if South32 terminates this Agreement without exercising the Option, then any amount of the Fourth Tranche not applied must be returned to South32 by the Company within fourteen (14) days of the date of such termination and the Silver Bull Parties will have no Claim against South32 with respect to it.

(5) If the Operator does not apply the entire Fourth Tranche as required by section 3.5(3) and has not otherwise complied with its obligations under section 3.5(3) and South32 terminates this Agreement without exercising the Option, then any amount of the Fourth Tranche not applied will be returned to South32 by the Company within fourteen (14) days of the date of such termination.

3.6Extension of Option Period

(1) Without limiting section 8, the Parties agree that if for any reason (other than South32 failing to advance the Fourth Tranche in accordance with section 3.5(1)) the Operator is unable to complete the Operations and incur at least 90% of all the Qualifying Expenditure contemplated by the Year 4 Approved Program within Year 4 then the Year 4 Option Exercise Date will be extended by the period that is necessary to complete such Operations and incur such Qualifying Expenditure but in no event will the Year 4 Option Exercise Date be extended under this section 3.6(1) for a period exceeding twelve (12) months.

(2) The Operator must, as soon as reasonably possible after it becomes aware that the Operator is unable to complete the Operations and incur at least 90% of all the Qualifying Expenditure contemplated by the Year 4 Approved Program within Year 4, give notice (“Delay Notice”) to each other Party which must specify:

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(a) (in reasonable detail) the events or circumstances that have caused or will cause (as the case may be) the Operator to be unable to complete the Operations contemplated by the Year 4 Approved Program within Year 4;

(b) an estimate of all the Qualifying Expenditure incurred by the Operator in carrying out the Operations contemplated by the Year 4 Approved Program up to and including the date of the Delay Notice; and

(c) an estimate of the time required within Year 5 for the Operator to complete the Operations.

(3) Within thirty (30) days after receipt by South32 of the Delay Notice the Parties must meet and confer (either in person or by electronic means) to determine and agree the extension to the Year 4 Option Exercise Date. Failing agreement but subject to section 3.6(1), the extension to the Year 4 Option Exercise Date will be determined by South32, acting reasonably.

(4) In the event of an extension of the Year 4 Option Exercise Date pursuant to this section 3.6, any date or period provided for in this Agreement will (as applicable) be extended by a period equivalent to the extension of the Year 4 Option Exercise Date.

3.7Extension of Approved Program

(1) Without limiting section 8, the Parties agree that if for any reason (other than South32 failing to advance the relevant Tranche in accordance with section 3.9) the Operator in Year 1, Year 2 or Year 3 (as the case may be) incurs less than 60% of all the Qualifying Expenditure contemplated by the relevant Approved Program and Approved Budget for the relevant Year then:

(a) the incomplete Operations will be completed and the associated Qualifying Expenditure (all as contemplated by the relevant Approved Program) will be completed and incurred in the following Year;

(b) the relevant Year and the following Year (referred to in section 3.7(1)(a)) will together, for the purposes of this Agreement, constitute Year 1, Year 2, or Year 3 (as the case may be);

(c) any date or period provided for in this Agreement will (as applicable) be extended by a period equivalent to a Year; and

(d) unless the Parties otherwise expressly agree, the Operator will not, in accordance with section 6.5(1) be required to prepare and submit a program and budget for the following Year (referred to in section 3.7(1)(a)) unless such following Year is Year 4.

(2) Without limiting section 8, the Parties agree that if for any reason (other than South32 failing to advance the relevant Tranche in accordance with section 3.9) the Operator in Year 1, Year 2, or Year 3 (as the case may be) incurs more than 60% but less than 100% of all the Qualifying Expenditure contemplated by the relevant Approved Program and Approved Budget for the relevant Year then:

(a) the amount of the Qualifying Expenditure that was not expended (as contemplated by the relevant Approved Program and Approved Budget) must be included by the Operator in the following Year’s Program and Budget (that is to be prepared in accordance with section 6.5) and will be incurred in the following Year;

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(b) the following Year will be extended by that period that is reasonably required to expend the remaining Qualifying Expenditure (referred to in section 3.7(2)(a)) and to complete the Operations the subject of relevant Approved Program but any such extension will not exceed that period of the following Year that is proportionate to the amount (expressed as a percentage) that the remaining Qualifying Expenditure (referred to in section 3.7(2)(a)) is of the entire Qualifying Expenditure contemplated by the relevant Approved Budget for the preceding Year; and

(c) any date or period provided for in this Agreement will (as applicable) be extended by a period equivalent to the extension referred to in section 3.7(2)(b).

3.8 Application of South32 Initial Funding

(1) The Company must open in its own name and maintain special purpose bank accounts (which must be interest-bearing if possible), in both Mexican pesos and US Dollars, to be styled the “Option Agreement Accounts” into which account all Capital Advances by South32 on account of any Tranche must be deposited and from which all Qualifying Expenditure which is to be funded by South32 will be paid or reimbursed to the Company.

(2) Subject to section 3.8(3) and for greater certainty all Capital Advances by South32 on account of any Tranche will be held by the Company in the Option Agreement Accounts subject to the following:

(a) the approval or deemed approval of any Approved Program by the Technical Committee will be deemed to be South32’s consent for the Company to withdraw and remit (without deduction of any kind) to the Operator the funds in the Option Agreement Accounts to be expended by the Operator as contemplated by such Approved Program; and

(b) South32 will have no further rights or interests in the Option Agreement Accounts or the South32 Initial Funding upon the expiry or exercise of the Option or upon the termination of this Agreement in accordance with its terms.

(3) If the Company or the Operator is the subject of any of the events described in section 11.1(2) such that the Company or the Operator becomes an Insolvent Party then immediately preceding the happening of any such event, any consent of South32 and any right or authority of the Company to withdraw any funds standing in the Option Agreement Accounts or to remit to the Operator any funds withdrawn from the Option Agreement Accounts will be deemed immediately terminated.

(4) Unless otherwise expressly agreed in writing by South32, all South32 Initial Funding must be applied solely in funding Qualifying Expenditures incurred in undertaking Operations pursuant to Approved Programs and Approved Budgets.

(5) Without limiting section 3.8(1) and during the Option Period, no part of the South32 Initial Funding (whether in cash or other form or thing to which any part of the South32 Initial Funding may be converted) may be paid, transferred or applied (either directly or indirectly) for the benefit of Silver Bull, any Affiliate of Silver Bull (other than the Company and Contratistas) or any director, officer, consultant or adviser of a Silver Bull Party except as reimbursement of the cost of activities undertaken by a Silver Bull Party or its Personnel as part of the Operations authorized by the relevant Approved Program and where the cost of such activities is Qualifying Expenditure contemplated by the relevant Approved Budget.

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3.9 South32 Initial Funding and Capital Advance Notices

(1) For so long as the Company is Operator, the Operator, subject to section 3.9(2), must, in respect of each three (3) month period of an Approved Program and Budget, issue a notice to South32 (“Capital Advance Notice”) which notice must specify:

(a) the Tranche to which it relates; and

(b) the part (expressed as a dollar amount) of the relevant Tranche which the Operator requires South32 to advance to it (“Capital Advance”), which Capital Advance must be equal to the projected Qualifying Expenditure for that three (3) month period. The projected Qualifying Expenditure for any three (3) month period must, to the extent reasonably possible, be calculated by reference to the relevant Approved Program and Budget.

(2) The first Capital Advance Notice issued by the Operator to South32 must be in respect of the period commencing on the Effective Date and expiring on August 31, 2018.

(3) Except for the first Capital Advance Notice, any Capital Advance Notice must not be issued more than thirty (30) days but not less than fourteen (14) days in advance of the three (3) month period to which the Capital Advance Notice relates and must contain reasonable detail as to how the Capital Advance specified in the Capital Advance Notice was calculated.

(4) Except where South32 (acting reasonably) disputes that the Capital Advance specified in a Capital Advance Notice has been calculated in accordance with section 3.9(1)(b), South32 must remit to the Operator the Capital Advance specified in a Capital Advance Notice on or prior to the commencement of the three (3) month period to which the Capital Advance Notice relates.

3.10 Tax Inclusive

(1) Subject to section 3.11, each Party acknowledges and agrees that the South32 Initial Funding and the Subscription Amount are inclusive of any and all Taxes imposed by a Governmental Authority on those advances or payments.

(2) Subject to section 3.11, each Party will be responsible for its own corporate and income taxes with respect to any payments contemplated under this Agreement,

(3) Any value added tax refund from a Governmental Authority of Mexico received by the Company following the Effective Date, with respect to the time period prior to the Effective Date, will be allocated at the sole discretion of the Silver Bull Parties.

3.11 Tax Indemnity

(1) Subject to section 3.10(3) and section 3.11(2), if South32 terminates this Agreement pursuant to section 4.9 and as a consequence of that termination any South32 Initial Funding advanced by South32 to the Company prior to the date of termination is, pursuant to applicable taxation Law in Mexico, assessed as income that has been received by the Company in respect of which the Company is liable to pay income tax to an applicable Governmental Authority in Mexico (such income tax being the “Additional Income Tax”) then South32 must:

(a) remit to the Company the amount of the Additional Income Tax, which amount may be allocated at the sole discretion of the Silver Bull Parties; and

(b) indemnifies the Company for the Additional Income Tax incurred by the Company.

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(2) Notwithstanding section 3.11(1), South32 will not be liable to the Company under section 3.11(1):

(a) in respect of any Additional Income Tax that arises as a result of a breach of, or a failure to comply with, applicable Law by a Silver Bull Party or its Personnel;

(b) for any Additional Income Tax unless the Company has first applied all available operating losses, deductions, Tax credits and any other applicable Tax attributes to reduce, eliminate or mitigate the amount of Additional Income Tax payable by the Company; and

(c) unless the Company has provided South32 with a draft of any Tax return to be filed by the Company with an applicable Governmental Authority that includes an amount payable in respect of Additional Income Tax at least thirty (30) days prior to the due date for the filing of such Tax return.

(3) For certainty, the Silver Bull Parties acknowledge and agree that:

(a) upon South32 remitting to the Company the relevant amount of the Additional Income Tax pursuant to section 3.11(1) the liability of South32 under section 3.11(1) will immediately cease and forever be extinguished; and

(b) South32 will have no liability whatsoever to any Silver Bull Party arising out of or in connection with the allocation by the Silver Bull Parties of the relevant amount of the Additional Income Tax pursuant to section 3.11(1).

4. Exercise and Termination of Option

4.1 Condition of Exercise of Option

The exercise of the Option is conditional on:

(1) in the case where South32 elects to exercise the Option after completion of the Year 1 Approved Program, South32 having performed all of its obligations under section 3.2 and, if prior to the date on which South32 elects to exercise the Option South32 has given written notice of its intention to advance further South32 Initial Funding pursuant to section 4.2(1)(a)(i), section 3.3;

(2) in the case where South32 elects to exercise the Option after completion of the Year 2 Approved Program, South32 having performed all of its obligations under sections 3.2 and 3.3 and, if prior to the date on which South32 elects to exercise the Option South32 has given written notice of its intention to advance further South32 Initial Funding pursuant to section 4.2(2)(a)(i), section 3.4;

(3) in the case where South32 elects to exercise the Option after completion of the Year 3 Approved Program, South32 having performed all of its obligations under sections 3.2, 3.3 and 3.4 and, if prior to the date on which South32 elects to exercise the Option South32 has given written notice of its intention to advance further South32 Initial Funding pursuant to section 4.2(3)(a)(i), section 3.5; or

(4) in the case where South32 elects to exercise the Option after completion of the Year 4 Approved Program, South32 having performed all of its obligations under sections 3.2, 3.3, 3.4 and 3.5,

(“Option Condition”).

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4.2 Further South32 Initial Funding or Exercise of Option

(1) Subject to section 3.7 and the Operator having submitted to South32 the Year 1 Report and Budget in accordance with section 6.5(2)(a), South32 will:

(a) on or before the date that is thirty (30) days prior to the Year 1 Expiration Date, give the Silver Bull Parties:

(i) written notice of its intention to advance further South32 Initial Funding in accordance with section 3.3; or

(ii) written notice of its intention not to advance any further South32 Initial Funding; and

(b) on or within ninety (90) days after the Year 1 Expiration Date, give the Silver Bull Parties the Option Exercise Notice in accordance with section 4.2(6) or written notice of its election not to exercise the Option at that time, and

if South32:

(c) has not given written notice to the Silver Bull Parties under section 4.2(1)(a)(i); and

(d) fails to give the Option Exercise Notice or gives written notice of its election not to exercise the Option at that time under section 4.2(1)(b) then,

this Agreement and the Option will automatically terminate and, subject to section 14.15, be of no further force and effect, and South32 will have no further claims against the Silver Bull Parties in respect of any interest in the Property, the Company, the Exploration Data or any of the South32 Initial Funding advanced prior to the date of termination.

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(2) Subject to section 3.7 and the Operator having submitted to South32 the Year 2 Report and Budget in accordance with section 6.5(2)(b), South32 will:

(a) on or before the date that is thirty (30) days prior to the Year 2 Expiration Date, give the Silver Bull Parties:

(i) written notice of its intention to advance further South32 Initial Funding in accordance with section 3.4; or

(ii) written notice of its intention not to advance any further South32 Initial Funding; and

(b) on or within ninety (90) days after the Year 2 Expiration Date, give the Silver Bull Parties the Option Exercise Notice in accordance with section 4.2(6) or written notice of its election not to exercise the Option at that time, and

if South32:

(c) has not given written notice to the Silver Bull Parties under section 4.2(2)(a)(i); and

(d) fails to give the Option Exercise Notice or gives written notice of its election not to exercise the Option at that time under section 4.2(2)(b) then,

this Agreement and the Option will automatically terminate and, subject to section 14.15, be of no further force and effect, and South32 will have no further claims against the Silver Bull Parties in respect of any interest in the Property, the Company, the Exploration Data or any of the South32 Initial Funding advanced prior to the date of termination.

(3) Subject to section 3.7 and the Operator having submitted to South32 the Year 3 Report and Budget in accordance with section 6.5(2)(c):

(a) on or before the date that is thirty (30) days prior to the Year 3 Expiration Date, give the Silver Bull Parties:

(i) written notice of its intention to advance further South32 Initial Funding in accordance with section 3.5; or

(ii) written notice of its intention not to advance any further South32 Initial Funding; and

(b) on or within ninety (90) days after the Year 3 Expiration Date, give the Silver Bull Parties the Option Exercise Notice in accordance with section 4.2(6) or written notice of its election not to exercise the Option at that time, and

if South32:

(c) has not given written notice to the Silver Bull Parties under section 4.2(3)(a)(i); and

(d) fails to give the Option Exercise Notice or gives written notice of its election not to exercise the Option at that time under section 4.2(3)(b) then,

this Agreement and the Option will automatically terminate and be of no further force and effect, and, subject to section 14.15, South32 will have no further claims against the Silver Bull Parties in respect of any interest in the Property, the Company, the Exploration Data or any of the South32 Initial Funding advanced prior to the date of termination.

(4) Subject to sections 3.6 and 4.2(5) and the Operator having given to South32, on or before the date that is thirty (30) days prior to the Year 4 Expiration Date, an Annual Exploration Report with respect to the Year 4 Approved Program South32 will, on or within ninety (90) days after receipt by it of the Year 4 Expiration Date (“Year 4 Option Exercise Date”) give the Silver Bull Parties:

(a) the Option Exercise Notice in accordance with section 4.2(6); or

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(b) written notice of its termination of this Agreement and the Option, as a consequence of which this Agreement and the Option will automatically terminate and be of no further force and effect, and South32 will have no further claims against the Silver Bull Parties in respect of any interest in the Property, the Company, the Exploration Data or any of the South32 Initial Funding,

failing which, this Agreement and the Option will automatically terminate and, subject to section 14.15, be of no further force and effect, and South32 will have no further claims against the Silver Bull Parties in respect of any interest in the Property, the Company, the Exploration Data or any of the South32 Initial Funding.

(5) If the Operator has not expended all South32 Initial Funding advanced by the Year 4 Expiration Date such that the Year 4 Option Exercise Date has been extended in accordance with section 3.6(3), then South32 will, on or within sixty (60) days after the date on which the Operator has given to South32 an Annual Exploration Report (updated to reflect any material Exploration Data learned or obtained from the Operations conducted to complete the Year 4 Program) with respect to the Year 4 Approved Program, give the Silver Bull Parties:

(a) the Option Exercise Notice in accordance with section 4.2(6); or

(b) written notice of its termination of this Agreement and the Option, as a consequence of which this Agreement and the Option will automatically terminate and be of no further force and effect, and South32 will have no further claims against the Silver Bull Parties in respect of any interest in the Property, the Company, the Exploration Data or any of the South32 Initial Funding,

failing which, this Agreement and the Option will automatically terminate and be of no further force and effect, and South32 will, subject to section 14.15, have no further claims against the Silver Bull Parties in respect of any interest in the Property, the Company, the Exploration Data or any of the South32 Initial Funding.

(6) South32 may, on or before the dates or within the periods specified in sections 4.2(1), 4.2(2), 4.2(3), 4.2(4) or 4.2(5) (as the case may be), give the Silver Bull Parties a notice (“Option Exercise Notice”) by which:

(a) South32 confirms its exercise of the Option; and

(b) states its intention to complete the subscription for the Option Shares contemplated by the exercise of the Option in accordance with sections 4.3 to 4.8 inclusive.

(7) If the Operator does not give South32 a Report and Budget on or before the date specified for the same in any of sections 4.2(1), 4.2(2), 4.2(3) or the Annual Exploration Report on or before the date specified for the same in section 4.2(5) then each other date or period in the relevant section will be automatically extended by a period equivalent to the period of delay in receipt by South32 of the relevant Report.

4.3 Completion Date and Location

(1) Conditional upon the Antitrust Authorization having been granted to South32, the subscription for the Option Shares by South32 contemplated by the exercise of the Option will, subject to section 4.3(2), be completed within sixty (60) days after the date on which South32 has been granted the Antitrust Authorization at the offices of South32’s counsel, Fasken Martineau DuMoulin LLP at Suite 2900 – 550 Burrard Street, Vancouver, British Columbia, or on or at such other date, time or location as may be agreed upon in writing by the Parties.

(2) If the Antitrust Authorization has not been granted to South32 within twelve (12) months after the date on which South32 has given the Silver Bull Parties the Option Exercise Notice, then unless the Parties expressly agree otherwise, this Agreement will be deemed to have been terminated by agreement of the Parties.

4.4 Obligations of the Silver Bull Parties Prior to Completion

If South32 gives an Option Exercise Notice to the Silver Bull Parties in accordance with section 4.2, then prior to or concurrent with Completion, the Silver Bull Parties must:

(1) ensure that the shareholders of the Company and Contratistas:

(a) take all action necessary and waive any preferential, pre-emptive or similar rights that any of them may have to subscribe for the Option Shares (whether before or on the Completion Date); and

(b) without limiting section 4.4(1)(a), vote the Existing Shares to pass all required resolutions for the issuance of the Option Shares and for the right for South32 to subscribe for the Option Shares;

(2) take all corporate and legal action necessary to:

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(a) ensure that at Completion the only shareholders of each of the Company and Contratistas are Silver Bull and South32 including causing Metalline to sell and Silver Bull to purchase as of Completion the shares held by Metalline in the capital stock of the Company and Contratistas; and

(b) permit the Company and Contratistas to issue the Option Shares to South32 in accordance with their Charter Documents applicable Law;

(3) cause the Company and Contratistas to issue the Option Shares and, if applicable, to amend the Charter Documents of the Company and of Contratistas to remove any inconsistency between the provisions of the Company Shareholders Agreement and the Contratistas Shareholders Agreement and the Charter Documents of the Company and of Contratistas, respectively;

(4) prepare and issue share certificates in the name of South32 representing the Option Shares (“Share Certificates”);

(5) record the issue of the Option Shares on the share ledgers of the Company and Contratistas;

(6) procure that, prior to Completion all accrued obligations and liabilities as described in section 2.2(35) of the Disclosure Schedule of each of:

(a) the Company; and

(b) Contratistas,

are duly performed, satisfied or waived prior to Completion. Notwithstanding the foregoing, this section 4.4(6) will not apply to severance payable described in section 2.2(35) of the Disclosure Schedule for any employees of either the Company or Contratistas who are not terminated prior to the Completion;

(7) procure that, prior to Completion all debts owed (on any account whatsoever) including those described in section 2.2(36) of the Disclosure Schedule), or any amounts owing but unbilled, by each of:

(a) the Company; and

(b) Contratistas,

to Silver Bull or any other Affiliate of Silver Bull are duly waived or capitalised prior to Completion; and

(8) fully co-operate with South32 and deliver all information and documents required by South32 to obtain the Antitrust Authorization, as reasonably requested by South 32.

4.5 Obligations of South32 Prior to Completion

(1) If South32 gives an Option Exercise Notice to the Silver Bull Parties in accordance with section 4.2, then prior to or concurrent with Completion, South32 must, at its cost and expense, apply for, and use reasonable efforts to obtain, the Antitrust Authorization. For certainty, the requirement for South32 to use reasonable efforts to obtain the Antitrust Authorization does not include any obligation on South32 to offer any undertakings or accept any undertakings or conditions required by any Governmental Authority.

(2) Notwithstanding section 4.5(1), the Silver Bull Parties acknowledge and agree that to the extent permitted by applicable Law South32 is entitled, at its cost and expense, to apply for the Antitrust Authorization prior to South32 giving the Silver Bull Parties the Option Exercise Notice.

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(3) South32 must timely advance sufficient capital to the Company to fund the Expenditure necessary to keep the Property in good standing during the Application Period as required by applicable Law including the Expenditure necessary for the payment of all rentals, taxes, assessments, renewal fees or other charges, the doing and filing of all necessary work and the doing of all other acts and things and making all other payments which may be necessary in that regard.

(4) Any advances of capital made by South32 pursuant to section 4.5(3) will:

(a) form part of the Initial Contribution that will be deemed to have been made by Silver Bull and South32 to the Company pursuant to section 5.5(2) of the Company Shareholders Agreement; and

(b) will be deemed to have been contributed by Silver Bull and South32 to the Company in proportion to the Percentage Interest of each of Silver Bull and South32 as set out in section 5.5(2) of the Company Shareholders Agreement.

4.6 Subscription Price and Documents to be Delivered by South32

South32 must, subject to the performance by the Silver Bull Parties of their respective obligations under sections 4.4 and 4.7, prior to or concurrent with Completion:

(1) pay the Subscription Price to the Company by way of wire transfer, certified cheque or other immediately available funds;

(2) deliver a certified copy of resolutions of the directors of South32 authorizing the execution and delivery of the Company Shareholders Agreement, the Contratistas Shareholders Agreement and any other documents required to be executed or delivered (or both, as the case may be) on Completion by South32 under this Agreement;

(3) deliver to the Silver Bull Parties two counterparts of the Company Shareholders Agreement and the Contratistas Shareholders Agreement duly executed by South32; and

(4) deliver to the Silver Bull Parties a copy of the Antitrust Authorization.

4.7 Documents to be Delivered by Silver Bull Parties

Prior to or concurrent with Completion, the Silver Bull Parties must deliver or cause to be delivered to South32:

(1) evidence, in form and substance satisfactory to South32, of the issue of the Option Shares to South32 by the Company and Contratistas, in accordance with the Company’s and Contratistas’ Charter Documents and applicable Law;

(2) certified copies of resolutions of the directors and, as applicable, of the shareholders of the Company and Contratistas authorizing the execution and delivery of the Company Shareholders Agreement and the Contratistas Shareholders Agreement and any other documents required to be executed or delivered (or both, as the case may be) on Completion by the Company under this Agreement;

(3) certified copies of the shareholders’ resolutions of the Company and Contratistas approving, respectively:

(a) the issuance of the Option Shares, and the waiver by the shareholders of the Company and Contratistas to subscribe the Option Shares or any portion of the Option Shares;

(b) the right for South32 to subscribe for the Option Shares;

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(c) amendments to the Charter Documents of each of the Company and Contratistas, so that the Charter Documents are consistent with the Company Shareholders Agreement and the Contratistas Shareholders Agreement; and

(d) the adoption of any other resolution pursuant to the Company Shareholders Agreement and the Contratistas Shareholders Agreement necessary or desirable to give effect to the transactions contemplated by this Agreement;

(4) the Share Certificates;

(5) two counterparts of the Company Shareholders Agreement duly executed by the Company and Silver Bull;

(6) two counterparts of the Contratistas Shareholders Agreement duly executed by Contratistas and Silver Bull;

(7) two executed copies of the share purchase agreements dated executed between Metalline (as seller), and Silver Bull (as purchaser), pursuant to which Metalline sold and Silver Bull purchased all of the shares held by Metalline in the capital stock of the Company and Contratistas; and

(8) such further documents or instruments as may be contemplated by this Agreement or as South32 may reasonably require.

4.8 Certification of Completion

Subject to the performance by each Party of its obligations under sections 4.4, 4.6 and 4.7, at Completion each Party must execute a certificate by which each Party certifies that Completion has been completed.

4.9 South32’s Election to Terminate Without Cause

(1) South32 may at any time elect to terminate this Agreement by delivering notice of its election to terminate this Agreement to the Silver Bull Parties.

(2) The notice given under section 4.9(1) must specify the date on which the termination of this Agreement will take effect.

4.10 Effect of Termination

(1) Subject to section 14.15, if this Agreement is terminated in accordance with section 4.2 or section 4.9, then:

(a) South32 will pay to the Operator severance payments for the termination of employees of the Company or Contratistas who were engaged by either the Company or Contratistas solely in order to conduct the Operations during the Option Period if such employees are terminated within three (3) months of the date of termination of this Agreement in accordance with section 4.2 or section 4.9. For certainty, South32 will not be required to pay severance payments for or in respect of any person other than employees of the Company or Contratistas or for any period of employment of such employees other than the Option Period. The liability of South32 to pay any amount on account of severance payments under this section 4.10(1)(a) is conditional upon the Operator first giving South32 an invoice which sets out in reasonable detail how the amount of severance payments has been calculated. South32 will pay to the Operator the amount of such invoice within thirty (30) days of receipt;

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(b) South32 will have no interest in the Company, Contratistas, the South32 Initial Funding advanced to the date of termination nor any interest in the Property or any Exploration Data relating to the Property; and

(c) each Party will be released from further performance of its obligations under this Agreement.

(2) Termination will not release or discharge any Party from any Claim that arose or accrued prior to the date of termination.

5. Covenants of the Silver Bull Parties

5.1 General

(1) During the term of this Agreement Silver Bull:

(a) must cause the Company and Contratistas to observe and perform each covenant and obligation to be observed and performed by the Company and Contratistas under this Agreement; and

(b) unconditionally and irrevocably guarantees to South32 the due and punctual performance by the Company and Contratistas of each covenant and obligation to be observed and performed by the Company and Contratistas under this Agreement.

(2) The liability of Silver Bull under section 5.1(1) will not be affected by any act, omission, matter or thing that would otherwise operate in Law or in equity to reduce or release Silver Bull from that liability and Silver Bull further agrees that it will not be necessary for South32 to institute or exhaust any remedies or causes of action against the Company or Contratistas (or both, as the case may be) as a condition of the performance by Silver Bull of its obligations as a guarantor under section 5.1(1).

(3) During the term of this Agreement:

(a) each of Silver Bull and the Company must use its best efforts to ensure that the Company continues to be legally entitled to hold the Property;

(b) each Silver Bull Party must ensure that the Company and Contratistas continue to be entitled to grant the Option and to issue to South32 upon exercise of the Option the Option Shares free and clear of any Encumbrance; and

(c) each Silver Bull Party must not, and Silver Bull must not allow or permit any other Silver Bull Party to take or omit to take any action that would cause:

(i) the Company to not be legally entitled to hold the Property; and

(ii) the Company and Contratistas to not be entitled to grant the Option and to issue to South32 upon exercise of the Option the Option Shares free and clear of any Encumbrance.

5.2 Encumbrances on Property and Assets

Except as expressly provided otherwise by this Agreement or in an Approved Program and Budget, during the term of this Agreement the Company and Contratistas must not, respectively, create, or if created, permit to remain, any Encumbrance, other than the Permitted Encumbrances, upon the Company, the Property or other Assets of the Company or upon Contratistas or the Assets of Contratistas without the express prior written approval of South32 first being obtained (which approval may be refused, withheld or conditioned at the absolute discretion of South32).

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5.3 No Transfer of Property or Assets

Except as expressly provided otherwise by this Agreement or in an Approved Program and Budget, during the term of this Agreement the Company and Contratistas must not, respectively, allow or permit the Company or Contratistas (or both, as the case may be) to enter into any agreement or understanding to, sell, transfer, assign or otherwise dispose of any of its material Assets (which in the case of the Company, includes the Property) or any interest in any of its material Assets (which in the case of the Company, includes the Property) without the express written consent of South32 first being obtained.

5.4 No Transfer of Shares or Control

(1) Except as expressly provided otherwise by this Agreement, during the term of this Agreement Silver Bull must not and must not allow or permit the Company or Contratistas (or both, as the case may be):

(a) to transfer, assign or otherwise dispose of any of the Existing Shares; or

(b) to create, or if created, permit to remain, any Encumbrance upon any of the Existing Shares.

(2) During the term of this Agreement Silver Bull must ensure each of the Company and Contratistas is Controlled by Silver Bull and remains a wholly owned subsidiary of Silver Bull.

(3) For greater certainty, nothing in this Agreement will prohibit or restrict in any manner any transaction involving Silver Bull securities including a change of Control of Silver Bull as a result of the sale of securities to an arm’s length third party pursuant to an unsolicited or solicited take-over bid or similar transaction.

5.5 Other Dealings

Except as expressly provided otherwise by this Agreement or as is expressly authorized pursuant to an Approved Program and Budget, during the term of this Agreement Silver Bull must:

(1) not allow the Company or Contratistas to issue, enter into or grant any right, agreement, warrant, option or commitment, present or future, contingent or absolute, or anything capable of becoming a right, agreement or option with the passage of time or the occurrence of any event or otherwise:

(a) to require the Company or Contratistas to issue any further or other shares or any other security or other instrument convertible or exchangeable into shares of the Company or Contratistas or to convert or exchange any security or other instrument into or for shares of the Company or Contratistas;

(b) for the issue or allotment of any of the unissued shares of the Company or Contratistas;

(c) to require the Company or Contratistas to purchase, redeem or otherwise acquire any of the Existing Shares;

(d) to purchase or acquire any of the Existing Shares; or

(e) for the Company or Contratistas to incur any indebtedness, except for such indebtedness as may be incurred in the normal and ordinary course of business consistent with past practices;

(2) cause the Company and Contratistas, respectively, not to:

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(a) amalgamate, merge, consolidate or otherwise enter into an arrangement, scheme or other business combination or corporate reorganization (including any and all spin offs) with any other person or acquire all or substantially all of the shares or the business or assets of any other person, or agree to do any of the foregoing;

(b) except as expressly contemplated by this Agreement, or as may be required to give effect to the arrangements and agreements contemplated by the Shareholders Agreement, make changes to its Charter Documents;

(c) increase, reduce or otherwise change its share capital, or transfer an amount to its share capital account from any of its other accounts, or allot or issue any shares or any securities or loan capital convertible into shares, or purchase, redeem, retire or acquire any such shares or securities, or agree to do so, or sell or give any option, right to purchase, mortgage, charge, pledge, lien or other form of security or encumbrance over any such shares or securities;

(d) without the prior written consent of South32, acquire any material Assets or any Mineral Rights or enter into a capital commitment or make any unusual or extraordinary expenditures (whether capital or operating);

(e) change the nature of its business or do any act or thing that would materially adversely affect its business, Assets, prospects or financial condition; or

(f) without the prior written consent of South32, make or implement a Material Decision.

5.6 No Dividends of the Company and Contratistas

During the term of this Agreement, the Company and Contratistas must, respectively, not declare, pay or commit itself to pay any dividend or other distribution with respect to any share in the capital of the Company or Contratistas, other ownership interest in the Company or Contratistas or in any of its Assets or business without the express written consent of South32 first being obtained.

5.7 Conduct of Business of the Company and Contratistas

(1) During the term of this Agreement:

(a) the Company and Contratistas, without limiting any of their other obligations under this Agreement, must, for so long as the Company is Operator, carry on their respective businesses only in accordance with Approved Programs and Approved Budgets; and

(b) subject to section 5.7(2), the Company and Contratistas must, respectively, carry on its business in the normal and ordinary course consistent with past practices which includes the maintenance of all insurance policies existing at the Effective Date; and

(c) without limiting section 5.7(1)(b), the Company and Contratistas must, respectively, conduct its business, operations and activities (including all activities to acquire interests in, on or in respect of the Property) in compliance in all material respects with all applicable Law (including Anti-corruption Law).

(2) Nothing in this Agreement will restrict the Company from incurring reasonable costs associated with certain litigation described in section 2.2(15) of the Disclosure Schedule but in no event will those costs constitute Qualifying Expenditure for the purposes of this Agreement. To the extent not provided for elsewhere in this Agreement or in an Approved Program and Budget, the Company and Contratistas may, respectively, take such action as it determines, acting reasonably, as is necessary or advisable to preserve its Assets and, in the case of the Company and without limiting the foregoing, the Property and any Mineral Rights.

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(3) The Company and Contratistas must, respectively, at all times during the term of this Agreement do and cause to be done all things necessary or advisable in order to maintain its respective corporate existence, including the making of all filings with any person necessary to maintain its corporate existence.  South32 and its Personnel will be entitled to inspect and copy the corporate, financial and other records and documents pertaining to the Company and Contratistas at all reasonable times upon reasonable notice.

(4) If the Technical Committee does not approve a Report and Budget, and further South32 Initial Funding has not been provided prior to or on the expiration date of a Year, then the Operator is authorized to conduct Operations and incur Expenditures utilizing South32 Initial Funding as is necessary to preserve the Property, in its discretion, acting reasonably.

5.8 Existing Agreements

Without limiting any other provision of this section 5, during the term of this Agreement Silver Bull must:

(1) cause the Company and Contratistas to observe and perform each covenant and obligation to be observed and performed by the Company or Contratistas (or both, as the case may be) under the Existing Agreements; and

(2) ensure that each of the Company and Contratistas does not assign, transfer, encumber or otherwise deal with its rights and interests under the Existing Agreements.

6. Operations

6.1 Operator

Subject to section 6.2, commencing on the Effective Date, the Company will be the Operator until the exercise of the Option by South32.

6.2 Removal of Operator

The Operator will be deemed to have resigned and South32 (or its nominee) will become Operator, upon written notice from South32 to each Silver Bull Party and effective on the date designated in the notice, if:

(1) the Operator:

(a) fails to perform any obligation imposed upon it as Operator under section 6.6 or section 14.19; and

(b) such failure, in the opinion of South32, acting reasonably, has, or is likely to have, a material adverse effect on:

(i) the Property or the Option; or

(ii) South32’s rights and interests (direct or indirect) under this Agreement;

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and action to rectify or remedy that failure is not taken within thirty (30) days after receiving a written notice from South32 demanding performance; or

(2) the Operator becomes an Insolvent Party.

If the Operator is removed pursuant to section 6.2(2), then the appointment of any successor Operator will be deemed to pre-date the date on which the Operator becomes the subject of an Insolvency Event.

6.3 Affiliate as Operator and Third Party Operator

(1) Where a Party’s Affiliate acts as Operator that Party must cause the Affiliate to comply with the terms of this Agreement as if the Affiliate was bound by it.

(2) Except for a Party’s Affiliate, no third party may be retained to act as the Operator unless:

(a) Silver Bull and South32 agree in writing but Silver Bull’s agreement will not be required where the Operator is deemed to have resigned pursuant to section 6.2; and

(b) the third party agrees in writing to be bound by all of the same duties and obligations imposed on the Operator under this Agreement and, in particular, under this section 6.

6.4 Authority of Operator

Subject to this Agreement, the Operator will have:

(1) full physical possession and control of the Assets of the Company and all powers and authorities necessary or desirable to enable the Operator to carry out or procure the carrying out of all Operations; and

(2) without limiting section 6.4(1), the sole and exclusive right to:

(a) enter in, under or upon the Property and to conduct the Operations and related activities on the Property;

(b) exclusive and quiet possession of the Property;

(c) bring upon and erect upon the Property buildings, plant, machinery and equipment as the Operator may deem advisable;

(d) remove from the Property and dispose of, reasonable quantities of ores, minerals and metals for the purpose of obtaining assays or making other tests; and

(e) do such prospecting, exploration, development or other mining work on and under the Property as contemplated by an Approved Program.

6.5 Programs, Budgets and Reports

(1) The Year 1 Approved Program is attached to this Agreement as Schedule 5. Each Party acknowledges and agrees that the Year 1 Approved Program is deemed to have been unanimously approved by the Technical Committee and the Operator is authorized to undertake the Operations specified in and incidental to the program of Operations set out in the Year 1 Approved Program and to incur the Qualifying Expenditure specified in the Approved Budget forming part of the Year 1 Approved Program.

(2) The Operator must:

(a) at least sixty (60) days prior to the Year 1 Expiration Date, prepare and submit to the Technical Committee a report and budget (“Year 1 Report and Budget”) for approval by the members of the Technical Committee containing:

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(i) a report on the Operations conducted on or with respect to the Property, during such time period reasonably covered by such report, summarizing any significant technical data learned or obtained and providing a breakdown of Qualifying Expenditure incurred in carrying out the Operations for Year 1 to the date of such report; and

(ii) a proposed program of Operations and budget of Qualifying Expenditure for Year 2 (or such other period otherwise unanimously agreed by the Parties);

(b) at least sixty (60) days prior to the Year 2 Expiration Date, prepare and submit to the Technical Committee a report and budget (“Year 2 Report and Budget”) for approval by the members of the Technical Committee containing:

(i) a report on the Operations conducted on or with respect to the Property, during such time period reasonably covered by such report, summarizing any significant technical data learned or obtained and providing a breakdown of Qualifying Expenditure incurred in carrying out the Operations for any time period in Year 1 not covered in the Year 1 Report and Budget and for Year 2 to the date of such report; and

(ii) a proposed program of Operations and budget of Qualifying Expenditure for Year 3 (or such other period otherwise unanimously agreed by the Parties); and

(c) at least sixty (60) days prior to the Year 3 Expiration Date, prepare and submit to the Technical Committee a report and budget (“Year 3 Report and Budget”) for approval by the members of the Technical Committee containing:

(i) a report on the Operations conducted on or with respect to the Property, during such time period reasonably covered by such report, summarizing any significant technical data learned or obtained and providing a breakdown of Qualifying Expenditure incurred in carrying out the Operations for any time period in Year 2 not covered in the Year 2 Report and Budget and Year 3 to the date of such report; and

(ii) a proposed program of Operations and budget of Qualifying Expenditure for Year 4 (or such other period otherwise unanimously agreed by the Parties).

(3) Each proposed Report and Budget must:

(a) contain the detail specified by South32, acting reasonably; and

(b) make adequate provision for the Expenditures to be incurred in maintaining the Property in good standing (including land maintenance costs and any monies expended as required to comply with applicable Law), in curing title defects and in acquiring and maintaining surface and other ancillary rights.

6.6 Operator’s Obligations

For so long as it is Operator, the Operator covenants to and must:

(1) conduct all Operations in a manner consistent with good exploration, engineering and mining practice and in compliance with the anti-corruption requirements set out in section 14.19 and any applicable Law (including applicable Environmental Law);

(2) carry out each Approved Program in accordance with the Approved Budget;

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(3) pay all Qualifying Expenditure properly incurred pursuant to an Approved Program promptly as and when due;

(4) keep the Property in good standing as required by applicable Law including by payment of all rentals, taxes, assessments, renewal fees or other charges, the doing and filing of all necessary work and by the doing of all other acts and things and making all other payments which may be necessary in that regard and upon the written request of the Non-operating Party, provide it with evidence of such payments;

(5) except for the Permitted Encumbrances, keep the Property free and clear of all Encumbrances (except liens for taxes not yet due, other inchoate liens and liens contested in good faith by the Operator) and to proceed with all diligence to contest and discharge any such Encumbrance that is filed;

(6) subject to section 6.7, permit any Personnel of the Non-operating Party:

(a) at their own expense and risk, access to the Property at all reasonable times; and

(b) access to all records (whether in tangible or electronic form) of the Operator pertaining to the Operations and the Property;

(7) permit the Non-operating Party, upon being provided with reasonable notice, to inspect and copy, at all reasonable times, any Exploration Data;

(8) implement and maintain an internal account controls system and anti-corruption policy and procedures that meet South32’s anti-corruption/anti-bribery requirements (as applicable to the Operator and the Company) to ensure the proper authorisation, recording and reporting of all transactions, and to provide reasonable assurance that it (and its Personnel) will comply with the requirements of section 14.19 and that violations of Anti-corruption Law will be prevented, detected and deterred;

(9) during the term of this Agreement and for a period of 2 years after the expiry or termination of this Agreement maintain true and correct books, accounts and records of Expenditure and otherwise in accordance with U.S. GAAP;

(10) during the execution of each Approved Program deliver to each Party monthly progress reports indicating the status of any Operations being conducted on the Property and disclosing any significant Exploration Data learned or obtained in connection with such work, but no reports will be required during those periods in which there is no work being conducted;

(11) deliver to each Party as soon as is practicable and in any event on or before the Year 4 Expiration Date, all Exploration Data learned or obtained from the Operations carried out during Year 4;

(12) deliver to each Party on or before the Year 4 Expiration Date, a report on the Operations conducted on or with respect to the Property during Year 4 summarizing any significant technical data learned or obtained and providing a breakdown of Qualifying Expenditure incurred in carrying out the Operations for Year 4 (“Annual Exploration Report”);

(13) promptly notify each Party of any material exploration results or adverse events; and

(14) place and maintain, with a reputable insurer or insurers, not less than CAD$5,000,000 in third party liability insurance in respect of its operations on the Property, and upon the written request of the Non-operating Party, provide the Non-operating Party with documents that record or are evidence of the existence and coverage of such insurance.

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6.7 Indemnity on Access

The Party that is not the Operator ("Non-operating Party") must indemnify the Operator and its Personnel from and against any Claim that the Operator or its Personnel suffer, sustain or incur arising out of or in connection with any injury (including injury causing death) to any Personnel of the Non-operating Party while in or on the Property, except to the extent that any injury is caused by the gross negligence or willful misconduct of the Operator or its Personnel.

6.8 Unsafe Acts or Conditions

(1) If at any time South32 observes an Unsafe act or condition or becomes aware of a planned Unsafe act on the Property in connection with or as a consequence of the Operations, then South32 may direct the Operator to:

(a) stop or not proceed with the Unsafe act; and

(b) take action to rectify or remove the Unsafe act or condition,

and the Operator must comply with that direction and modify the carrying out of the Operations in order to prevent, discontinue, mitigate, rectify or remove the Unsafe act or condition.

(2) South32 may at any time, either in connection with an Unsafe act or condition or generally in connection with the carrying out of the Operations, direct the Operator to adopt and implement methods, standards (including standards of health and safety) and procedures in carrying out the Operations and the Operator must comply with that direction and adopt and implement those methods, standards and procedures.

(3) The Parties acknowledge and agree that:

(a) any cost or expense incurred by the Operator in the performance of its obligations under sections 6.8(1) and 6.8(2) and funded by South32 will constitute Qualifying Expenditure for the purposes of this Agreement; and

(b) any delay caused by the Operator’s performance of its obligations under sections 6.8(1) and 6.8(2) will result in the Option Period being extended by a period equivalent to the period of delay or such longer period as is reasonable in the circumstances.

6.9 Obligations to Inform

During the term of this Agreement, each Silver Bull Party must, and must cause its Affiliates to:

(1) promptly deliver to South32 any notice, demand or other material communication relating to any of the material Assets of the Company (including the Property) or Contratistas that it or any of its Affiliates receive; and

(2) obtain the prior written consent of South32 to the sending by it or its Affiliates of any notice, demand or other material communication relating to the Property, the Existing Agreements or any of the other significant Assets of the Company or Contratistas to any third person including any adjacent property owner or any Governmental Authority where such notice, demand or other material communication is likely to have a material adverse effect on the Property, the Company, Contratistas or the Option or South32’s rights and interests (direct or indirect) under this Agreement.

6.10 Property Matters

(1) During the term of this Agreement the Company must:

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(a) subject to applicable Law and the terms of the Mineral Rights comprising the Property, not (directly or indirectly) abandon, surrender, excise or relinquish by any means any of the Mineral Rights or the Other Rights comprising the Property without the prior written consent of South32; and

(b) to the maximum extent possible under applicable Law and the terms of the Mineral Rights comprising the Property, ensure that the Company remains the registered holder and beneficial owner of the Mineral Rights that comprise a part of the Property.

(2) If the Company is required by applicable Law or by virtue of a condition or covenant of any Mineral Right forming part of the Property to relinquish (whether periodically or otherwise) any Mineral Right or part of a Mineral Right comprising the Property then within thirty (30) days prior to the date on which such relinquishment will take place, the Company must by notice to South32:

(a) identify the Mineral Right or part of it that the Company recommends and proposes be relinquished and the reasons for that recommendation; and

(b) include with the notice all Exploration Data (if any) that pertains to the geographical area the subject of the Mineral Right or part of it that the Company recommends and proposes be relinquished.

6.11 Technical Committee

(1) Upon the Effective Date, a technical committee (“Technical Committee”) will be formed comprised of two (2) representatives of Silver Bull and two (2) representatives of South32.

(2) Meetings of the Technical Committee will be held:

(a) during any part of a Year in which no Operations are being conducted, quarterly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree); and

(b) during any part of a Year in which Operations are being conducted, monthly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree).

(3) Meetings will be called on fourteen (14) days’ notice by either Silver Bull or South32.  Either Silver Bull or South32 may on fourteen (14) days’ notice call an ad hoc meeting.

(4) For each meeting an agenda must, at least seven (7) days prior to that meeting, be distributed to Silver Bull and South32 by the person calling that meeting.  Silver Bull must cause minutes of each meeting to be taken and distributed to South32 for comments within fourteen (14) days subsequent to that meeting and will be the subject of approval at the next meeting.  A representative of Silver Bull or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all other attendees.

(5) The Technical Committee will, among other things, review:

(a) each Report and Budget; and

(b) all Exploration Data learned or obtained in connection with the Operations.

(6) The Technical Committee must endeavour to approve a Report and Budget within thirty (30) days of its receipt of that Report and Budget.

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(7) The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other alteration or modification as the Technical Committee considers fit or reject the same and in the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of a further program and budget in respect of the Year concerned as the Technical Committee may determine.

(8) Each Party acknowledges and agrees that the Technical Committee may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the Approved Budget that relates to that Approved Program and any such approval will not be unreasonably withheld.

(9) In the absence of agreement by the members of the Technical Committee in respect of any program and budget proposed by the Operator, the Operations or any other matter before the Technical Committee, any direction or decision concerning, or final approval of, programs, budgets, Operations or any other matter before the Technical Committee during the term of this Agreement will be given or made (as the case may be) solely by South32.

6.12 Audit

(1) Within sixty (60) days following the completion of an Approved Program, the Operator must provide each Party with a certified itemized statement of Qualifying Expenditure incurred during the completion of that Approved Program. The itemized statement of Qualifying Expenditure incurred in any period certified to be correct by an officer of the Operator will be conclusive evidence of the making of the Qualifying Expenditure recorded in the statement unless within the ninety (90) days after receipt of that statement a Party delivers a written objection to the statement to the Operator. If a Party delivers such an objection, then it will be entitled to request that the auditor of the Operator audit the Qualifying Expenditure recorded in the statement of Qualifying Expenditure that is the subject of the objection. At the conclusion of that audit:

(a) if the auditor determines that the statement of Qualifying Expenditure was accurate within five percent (5%) percent of actual Qualifying Expenditure, then the reasonable costs of the audit will be borne by the objecting Party; or

(b) if the auditor determines that the statement of Qualifying Expenditure overstated or understated Qualifying Expenditure actually made by greater than a five percent (5%) margin, then the reasonable costs of the audit will be borne by the Operator,

and, in all events and whatever the misstatement, only the actual Qualifying Expenditure so determined will constitute Qualifying Expenditure for the purposes of the relevant Year.

(2) Notwithstanding anything in this Agreement to the contrary, the auditor’s determination of Qualifying Expenditure will be final and determinative of the amounts stated in the statement in question, and will not be or constitute a Dispute subject to section 12.

7. Assignment

7.1 Assignment by Silver Bull Party

(1) Each Silver Bull Party must not assign or otherwise deal with its rights or obligations under this Agreement without the prior written consent of South32, (which consent may be refused, withheld or conditioned at the absolute discretion of South32). No assignment of this Agreement will be effective unless and until the proposed assignee has entered into an agreement with South32, in form and substance satisfactory to South32 (acting reasonably), by which the proposed assignee agrees to be bound by the provisions of this Agreement as if it was an original party to this Agreement in place of the assigning Party.

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(2) In this section 7 “assign” includes, either directly or indirectly, to:

(a) sell, assign, transfer, licence or otherwise dispose or part with possession of; or

(b) mortgage, charge, grant a lien, pledge, hypothecate, declare a trust in respect of or grant any interest in, by way of security or otherwise;

(3) Notwithstanding sections 7.1(1) and 7.1(2), a change of Control of Silver Bull after the Effective Date will not be considered an assignment by Silver Bull or the Company for the purposes of section 7.1(1).

7.2 Assignment by South32

South32 may assign, transfer, novate or otherwise deal with any or all of South32's rights or obligations under this Agreement at any time to any Affiliate of South32. Subject to the foregoing, South32 may not assign or otherwise deal with its rights or obligations under this Agreement without the prior written consent of Silver Bull (which consent may be refused, withheld or conditioned at the absolute discretion of Silver Bull). No assignment of this Agreement will be effective unless and until the proposed assignee has entered into an agreement with Silver Bull, in form and substance satisfactory to Silver Bull (acting reasonably), by which the proposed assignee agrees to be bound by the provisions of this Agreement as if it was an original party to this Agreement in place of the assigning Party.

7.3 Exceptions

Nothing in this section 7 or elsewhere in this Agreement applies to or restricts in any manner an amalgamation, plan of arrangement, public listing or corporate reorganization involving a Party (other than the Company) which has the effect in law of the amalgamated, resulting or surviving corporation possessing substantially all the property, rights and interests and being subject to substantially all the debts, liabilities and obligations of each amalgamating or predecessor corporation, or the transfer of Control of a Party whose shares are listed on one or more stock exchanges to an arm’s length third party pursuant to an unsolicited or solicited take-over bid or similar transaction.

8. Force Majeure

8.1 Notice of Force Majeure

Subject to section 8.4, a Party will not be liable for any delay or failure to perform any of its obligations under this Agreement (other than an obligation of indemnification or to pay money) if as soon as possible after the beginning of the Force Majeure affecting the ability of the Party to perform any of its obligations under this Agreement, it gives a notice to each other Party that complies with section 8.2.

8.2 Force Majeure notice

A notice given under section 8.1 must:

(1) specify the obligations the Party cannot perform;

(2) fully describe the Force Majeure;

(3) estimate the time during which the Force Majeure will continue; and

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(4) specify the measures proposed to be adopted to remedy or abate the Force Majeure.

8.3 Obligation to remedy and mitigate

(1) The Party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must:

(a) remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible;

(b) take all action reasonably practicable (but without any obligation to make any monetary payment) to mitigate any liability suffered by any other Party as a result of its failure to carry out its obligations under this Agreement; and

(c) inform each other Party in writing every thirty (30) days (or any other period agreed in writing by the Parties) after the date of notification of the Force Majeure pursuant to section 8.2 of the ongoing effect of, and the steps taken to remove the effects of, the Force Majeure.

(2) Notwithstanding section 8.3(1), nothing in this section 8.3 will require the Party that is prevented from performing its obligations under this Agreement as a result of Force Majeure to resolve or compromise any labour or industrial dispute or to question or to test the validity of any Law or to perform its obligations under this Agreement if Force Majeure renders performance impossible.

8.4 Effect of Force Majeure on Time and Payment

(1) In the event of Force Majeure, any time period provided for in this Agreement will be extended by a period equivalent to the period of delay caused by the event of Force Majeure or such longer period as is reasonable in the circumstances.

(2) If at any time before the exercise of the Option by South32 Force Majeure arises, then from the date the Force Majeure arises until the Force Majeure is remedied or abates South32 will not be obliged to advance the relevant Tranche or part of it, as the case may be. Notwithstanding the foregoing, during the period of Force Majeure South32 must advance such Qualifying Expenditure as is necessary to pay any maintenance, rental, holding fee, or other payment required to maintain the Property in good standing.

(3) If the Force Majeure is subsequently remedied or abates then, subject to section 8.4(1), South32 must advance the relevant Tranche or part of it, as the case may be that, but for the Force Majeure, South32 would have been required to advance during the period of Force Majeure.

9. Confidential Information

9.1 Confidentiality

The Parties agree that this Agreement (including any drafts of it), all information (whether in tangible or electronic form) exchanged between the Parties or their Affiliates under this Agreement and all information concerning or relating to the Property or the Operations of which it becomes aware (“Confidential Information”) is confidential and must be kept confidential and must not be disclosed to any person at any time or in any manner except:

(1) to another Party;

(2) with the prior written consent of each other Party;

(3) disclosure of Confidential Information by a Party to its Affiliates;

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(4) to the extent that the Confidential Information was publicly available at the Effective Date or becomes publicly available subsequent to the Effective Date without breach of this Agreement;

(5) as may be necessary in seeking approval of any Governmental Authority:

(a) in seeking to maintain the Property or acquire additional Mineral Rights or Other Rights; or

(b) to perform the Operations;

(6) by a Party to legal, financial and other professional or technical advisers, auditors and other consultants, officers and employees of:

(a) that Party; or

(b) that Party’s Affiliates,

in any case requiring the information for the purposes of this Agreement (or any transactions contemplated by this Agreement), or for the purpose of advising that Party in relation to this Agreement;

(7) to the extent required by Law or by a lawful requirement of any Governmental Authority or stock exchange having jurisdiction over a Party or its Affiliates (and the Parties expressly acknowledge that this Agreement may be required to be filed under Silver Bull’s SEDAR profile at www.sedar.com and with the SEC at www.sec.gov/edgar/, subject to such redactions permitted under such Law or lawful requirements as a Party may require);

(8) if required in connection with legal proceedings or arbitration relating to this Agreement or for the purpose of advising a Party in relation to legal proceedings or arbitration;

(9) to any bona fide enquirer contemplating purchase of an interest of a Party under this Agreement under section 7 as long as the enquirer has first entered into an agreement in favour of the Parties to preserve confidentiality of information disclosed in a manner at least as onerous on the enquirer as this section 9.1 is onerous on the Parties;

(10) to a banker or other financial institution considering the provision of or, which has provided financial accommodation to, a Party or an Affiliate of a Party or to a trustee, representative or agent of that banker or financial institution; or

(11) to a stock exchange (including any regulator or securities commission having jurisdiction over a stock exchange) or similar public market for trading shares upon which securities of a Party or of an Affiliate of a Party are quoted after the reasonable prior consultation, if practicable, with the other Party taking place as to the nature and form of the disclosure (which does not imply that the consent or approval, of the other Party must or need be obtained). Notwithstanding the foregoing, any disclosure must be to the standards required by the applicable stock exchange, regulator, securities commission or applicable Law.

9.2 Public Announcements

(1) Any initial public announcement of the transaction the subject of this Agreement will be in the form agreed between the Parties prior to the Effective Date.

(2) Subject to section 9.2(1), a Party may not make any public announcement in relation to this Agreement or any matter arising under this Agreement unless:

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(a) the wording of the announcement is agreed between the Parties, such agreement not to be unreasonably withheld; or

(b) the announcement is otherwise permitted under section 9.2(3).

(3) A Party is entitled to make announcements with respect to matters relating to this Agreement only to the extent necessary to comply with the listing rules of an applicable stock exchange on which its shares (or that of its Affiliate) are listed or the requirements of a regulator, securities commission or Law. The Party proposing to make such an announcement will endeavour to give the other Party as much notice as is possible (and in any event will endeavour to give at least 24 hours’ notice) of its intention to make the announcement, and will take into account the reasonable requests of the other Party in relation to the wording of the announcement.

9.3 Effect of Disclosure

Any consent of a Party given to another Party to disclose Confidential Information or to make a public announcement will not be considered an approval or certification of the consenting Party:

(1) as to the accuracy of any information contained in that Confidential Information or public announcement; or

(2) that the Confidential Information or public announcement complies with applicable Law or the rules, policies, by-laws and disclosure standards of any Governmental Authority, stock exchange, regulator or securities commission.

10. Area of Interest

10.1 AOI Property

If, during the term of this Agreement, any Party, directly or indirectly, has the opportunity to stake or otherwise acquire any AOI Property (in addition to that described in Schedule 1 as at the Effective Date), then the Party who has such opportunity (“Acquiring Party”) must notify each other Party (“Other Party”) in writing of that opportunity without undue delay, and, in any event, within twenty (20) days of the opportunity arising, including the terms on which the AOI Property is able to be staked or acquired and an assessment of the likely benefits to the Parties (“AOI Property Notice”). An Acquiring Party may stake AOI Property in its own name if the Acquiring Party believes it is necessary to do so in order to preserve the opportunity to acquire such AOI Property.  In such event the Acquiring Party will be staking the AOI Property subject to the right of the Party who is not the Acquiring Party under this section 10.1 and if a decision is made to stake or acquire the AOI Property pursuant to section 10.2, such AOI Property will become subject to this Agreement and form part of the Property on the basis contemplated by section 10.2.

10.2 Election to stake or acquire AOI Property

(1) The Other Party must within fifteen (15) days from the date its receipt of the AOI Property Notice decide whether the AOI Property should be staked or acquired on behalf of the Parties. If a decision is made to stake or acquire the AOI Property, then the Parties must use commercially reasonable efforts to acquire or stake such AOI Property which will become subject to this Agreement and form part of the Property. The costs and expenses associated with staking or acquiring the AOI Property will constitute Qualifying Expenditure and such costs and expenses will be funded from the South32 Initial Funding.

(2) If the Other Party decides the AOI Property should not be staked or acquired pursuant to section 10.2(1), then the Acquiring Party may, at its cost and expense, itself stake or acquire such AOI Property on terms not more favourable to the Acquiring Party than those specified in the AOI Property Notice within three (3) months of the giving of such notice.

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11. Termination and Remedies

11.1 Events of Default

A Party (“Non-Defaulting Party”) may terminate this Agreement by notice in writing to the other Parties if:

(1) a Party (“Defaulting Party”) commits a material breach of any material provision of this Agreement and:

(a) the breach is incapable of remedy; or

(b) the breach is capable of remedy and:

(i) the Non-Defaulting Party has given notice to the Defaulting Party specifying the breach and requesting that it be remedied; and

(ii) the Defaulting Party has failed to remedy that breach or has failed to take reasonable steps to commence rectifying that breach (or overcome its effects) within thirty (30) days of receiving that notice;

(2) any one of the following occurs in relation to a Party (“Insolvent Party”):

(a) the Insolvent Party becomes, or informs the other Party, creditors of the Insolvent Party generally or any particular creditor of the Insolvent Party that it is, insolvent or unable to pay its debts as and when they fall due;

(b) a liquidator or provisional liquidator is appointed in respect of the Insolvent Party;

(c) a receiver or receiver and manager or an analogous person is appointed to the Insolvent Party or any of its property;

(d) the Insolvent Party has a mortgagee seeking to exercise a right of possession or control over the whole or a part of its property;

(e) the Insolvent Party enters into, or calls a meeting of its members or creditors with a view to entering into, a composition, compromise or arrangement with, or an assignment for the benefit of, any of its members or creditors, or a court orders that a meeting be convened in respect of a proposed composition, compromise or arrangement between the Insolvent Party and its creditors or any class of its creditors, other than for the purpose of reconstruction or amalgamation;

(f) the Insolvent Party has any execution, writ of execution, mareva or standstill injunction or similar order, attachment or other process made, levied or issued against it or in relation to any of its assets which has material adverse effect on the Party’s business, assets or financial condition or its ability to perform its obligations under this Agreement;

(g) any application is made or other process commenced (not being an application or process withdrawn, discontinued or dismissed within thirty (30) days of being filed) seeking an order for the appointment of a provisional liquidator, a liquidator, a receiver or a receiver and manager to the Insolvent Party;

(h) the Insolvent Party is declared bankrupt or has filed for some form of protection from its creditors under applicable Law relating to or governing bankruptcy;

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(i) there is a resolution of creditors or members, or an order of a court, to place in liquidation or bankruptcy or wind up the Insolvent Party; or

(j) an event happens analogous to an event specified in sections 11.1(2)(a) to 11.1(2)(i) to which the law of another jurisdiction applies and the event has an effect in that jurisdiction similar to the effect which the event would have had if the law of Canada applied; or

(3) except as expressly permitted or contemplated by this Agreement, a change of Control occurs in relation to the Company and the original Control position is not restored with fourteen (14) days of the occurrence of the change of Control.

11.2 Other Rights

(1) Notwithstanding any other provision of this Agreement to the contrary, upon written notice to the Silver Bull Parties (including the Operator), if South32 determines (acting reasonably) that any Silver Bull Party, including the Operator (if the Operator is a Silver Bull Party), has engaged or will engage in Bribery contrary to the undertakings set out in sections 14.19(1)(a) or 14.19(1)(b) (or both, as the case may be), then South32 may, to the extent permissible, exercise one or more of the following rights (without any liability whatsoever whether under this Agreement or otherwise):

(a) suspend all payments or further payments (as the case may be) to be made by it under this Agreement until the Silver Bull Parties demonstrate that the breach has been remedied or is capable of remedy (in either case to South32’s satisfaction);

(b) terminate this Agreement subject to and in accordance with section 11.1; or

(c) become the Operator subject to and in accordance with section 6.2.

11.3 Consequences of Termination

Termination of this Agreement under this section 11 or pursuant to another provision of this Agreement will not derogate from, affect or prejudice any rights or remedies of a Party whether arising under this Agreement or at Law that have accrued prior to the date of, or arise as a consequence of, termination.

11.4 Interpretation and Other Matters

Notwithstanding anything in this section 11 to the contrary, during the Option Period:

(1) if a Silver Bull Party is a Defaulting Party then no other Silver Bull Party may exercise any rights or remedies of a Non-Defaulting Party under this section 11 or at Law; or

(2) if a Silver Bull Party is an Insolvent Party then no other Silver Bull Party may exercise any rights or remedies of a Party under section 11 or at Law.

12. Disputes and Arbitration

12.1 Disputes

If there is any Dispute between the Parties concerning or arising out of or in relation to this Agreement, whether before or after the expiration of this Agreement (including any Dispute as to whether any issue or matter is arbitrable), then a Party may give to each other Party a notice (“Dispute Notice”) specifying the Dispute and requiring its resolution under this section 12. All Disputes must be resolved solely in accordance with this section 12.

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12.2 Dispute Representatives to Seek Resolution

(1) If the Dispute is not resolved within fourteen (14) days after a Dispute Notice is given by a Party to each other Party, each Party must nominate one (1) representative from its senior management to resolve the Dispute (each, a “Dispute Representative”), who must negotiate in good faith using their respective commercially reasonable efforts to attain a resolution of the Dispute.

(2) If the Dispute is not resolved within fourteen (14) days of the Dispute being referred to the respective Dispute Representatives or a Party fails to nominate a Dispute Representative, then any Party may submit the Dispute to arbitration in accordance with section 12.3.

12.3 Arbitration

(1) Any Dispute which has not been resolved under section 12.2 must be referred to and finally resolved by arbitration under the then current domestic commercial arbitration rules of the BCICAC (“Rules”).

(2) The Parties agree that:

(a) the seat, or legal place of arbitration, will be Vancouver, British Columbia. The language used in the arbitral proceedings will be English;

(b) all arbitral proceedings will be private and confidential and may be attended only by the arbitrators, the Parties and their representatives, and witnesses to the extent they are testifying in the proceedings;

(c) subject to section 12.3(2)(d), any Dispute will be heard by a single arbitrator and the Parties must attempt to agree upon a qualified individual to serve as arbitrator.  If the Parties are unable to so agree within thirty (30) days of the first attempt by the Parties to select the arbitrator, then a Party may request that the BCICAC select and appointed the arbitrator;

(d) if any Party’s claim or counterclaim equals or exceeds five million dollars ($5,000,000), exclusive of interest or legal fees, then the Dispute must be heard and determined by three (3) arbitrators and in the event that three (3) arbitrators will hear the Dispute, each Party must, within thirty (30) days after commencement of the arbitration, select one (1) person to act as arbitrator.  The two (2) arbitrators so selected must, within fourteen (14) days of their appointment, select a third arbitrator who will serve as the chairperson of the arbitral panel;

(e) if a Party fails to appoint an arbitrator as required under section 12.3(2)(d), or if the arbitrators selected by the Parties are unable or fail to agree upon a third arbitrator within fourteen (14) days of their appointment, then a Party may request that the BCICAC select and appoint that arbitrator;

(f) the arbitrator (or each of them as the case may be) must be independent of the Parties, a senior qualified and practising lawyer in Canada with expertise in the subject matter of the Dispute;

(g) if an arbitrator dies, resigns, refuses to act, or becomes incapable of performing his or her functions as an arbitrator, then the BCICAC may declare a vacancy on the panel and the vacancy must be filled by the method by which that arbitrator was originally appointed;

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(h) the arbitral panel may determine all questions of law and jurisdiction (including questions as to whether or not a Dispute is arbitrable) and all matters of procedure relating to the arbitration;

(i) arbitration will be the sole and exclusive forum for resolution of a Dispute and any award or determination of the arbitral panel will be final and binding upon the Parties in respect of all matters relating to the arbitration, the procedure, the conduct of the Parties during the proceedings and the final determination of the issues in the arbitration; and

(j) there will be no appeal from any award or determination of the arbitral panel to any court and judgment on any arbitral award may be entered in any court of competent jurisdiction.

(3) If for any reason the BCICAC cannot or does not make the appointment or appointments required under the Rules or this section 12, either Party may apply to the Supreme Court of British Columbia to appoint the arbitrator or arbitrators, as the case may be.

(4) No arbitration proceeding may be commenced under this section 12 unless commenced within the time period permitted for actions by the applicable statute of limitations.

(5) All papers, notices or process pertaining to an arbitration under this Agreement may be served on a Party in accordance with section 13.

(6) The Parties must treat as Confidential Information, in accordance with the provisions of section 9, the existence of the arbitral proceedings; written notices, pleadings and correspondence in relation to the arbitration; reports, summaries, witness statements, memorials, briefs and other documents prepared in respect of the arbitration; contemporaneous or historical documents exchanged or produced for the purposes of the arbitration; and the contents of any award or ruling made in respect of the arbitration. Notwithstanding the foregoing, a Party may disclose such Confidential Information in judicial proceedings to enforce an award or ruling and as permitted under this section 12.

12.4 Inconsistency between Rules and Agreement

If there is a conflict between the provisions of this Agreement and the provisions of the Rules, then the provisions of this Agreement will prevail.

12.5 Effect of Arbitration

Nothing in this section 12 will prejudice the right of a Party to institute legal proceedings to seek urgent interlocutory or declaratory relief, including in the circumstances described in section 14.14. Subject to the foregoing, the arbitration will be the sole and exclusive forum for resolution of a Dispute and the award will be final and binding.

12.6 Enforcement

The award rendered by an arbitral panel may be enforced by an order or judgment of any court having jurisdiction or an application may be made to such court for acceptance of the award and an order of enforcement, as the case may be.

12.7 Performance of Obligations During Dispute

During the existence of any Dispute, the Parties must continue to perform all of their obligations under this Agreement which are not the subject of the Dispute without prejudice to their position in respect of such Dispute, unless the Parties otherwise agree.

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12.8 Consolidation of Arbitration

If a Party is or becomes involved in any arbitration proceeding with another Party and with any Affiliate of another Party, all such arbitrations may at such Party's discretion be consolidated or joined with the other arbitration or arbitrations such that all Disputes between the Parties and any Affiliates of the Parties, are resolved by a single arbitral panel.

13. Notice

13.1 Form of Notice

A notice, demand, approval, consent or other communication required, given or made under this Agreement (“Notice” or “notice”) must be:

(1) in writing; and

(2) delivered by hand or by prepaid, registered or certified mail to the address or if sent electronically as an attachment to an email to the email or other internet address, specified in section 13.3.

13.2 Delivery

(1) A Notice is effective:

(a) if delivered by hand, on the date it is delivered to the addressee;

(b) if mailed to an address in the city of postage, on the date which is five (5) days after the date of postage; or

(c) if mailed to a city in Canada (other than the city of postage), on the date which is ten (10) days after the date of postage;

(d) if sent electronically:

(i) at the time shown in the delivery confirmation report generated by the sender's email system; or

(ii) if the sender's email system does not generate a delivery confirmation report within twelve (12) hours of the time the email is sent, unless the sender receives a return email notification that the email was not delivered, undeliverable or similar, at the time which is twelve (12) hours from the time the email was sent,

unless a later time is specified in the Notice.

(2) A Notice received after 5 p.m. in the place of receipt is taken to be received on the next Business Day in the place of receipt.

(3) A Party may, from time to time, notify the other Party in writing of any change to its details in section 13.3.

(4) An email does not itself constitute a Notice but a Notice may be transmitted as an attachment to an email.

13.3 Address for Notice

(1) Silver Bull’s delivery address and electronic mail address are:

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Silver Bull Resources Inc.

Suite 1610, 777 Dunsmuir Street

Vancouver, British Columbia

Canada V7Y 1K4

Attention:  ########

Email:  ########

(2) the Company’s delivery address, facsimile number and electronic mail address are:

Minera Metalin S.A. de C.V.

c/o Silver Bull Resources Inc.

Suite 1610, 777 Dunsmuir Street

Vancouver, British Columbia

Canada V7Y 1K4

Attention:  ########

Email:  ########

(3) the Contratistas’ delivery address, facsimile number and electronic mail address are:

Contratistas de Sierra Mojada S.A.de C.V.

c/o Silver Bull Resources Inc.

Suite 1610, 777 Dunsmuir Street

Vancouver, British Columbia

Canada V7Y 1K4

Attention:  ########

Email:  ########

(4) South32’s delivery address and electronic mail address are:

South32 International Investment Holdings Pty Ltd

Level 35, 108 St Georges Terrace

Perth, Western Australia

Australia 6000

Attention: ########

Email:  ########

14. General

14.1 Parties

Where a Party comprises two or more persons, each of them is, to the extent permitted by Law, jointly and severally liable for the obligations and liabilities of that Party created by, arising under or in connection with this Agreement.

14.2 Relationship of Parties

The Parties agree and declare that this Agreement is not and must not be construed as constituting an association, corporation, mining partnership or any other kind of partnership and, except as expressly provided otherwise in this Agreement, nothing in this Agreement will be deemed to:

(1) constitute a Party a partner, agent or legal representative of any other Party for any purpose whatsoever; or

(2) create a fiduciary relationship between the Parties.

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14.3 No Holding Out

No Party may, except as expressly permitted by this Agreement, directly or indirectly use or permit the use of the name of any other Party for any purpose related to the Property or this Agreement.

14.4 No Obligations

No term of this Agreement and no act or omission of South32 will oblige South32:

(1) to exercise the Option; or

(2) to take any action, other than those actions expressly required by this Agreement.

14.5 Other Activities and Interests

(1) The rights and obligations of the Parties under this Agreement are strictly limited to the Property. Each Party may enter into, conduct and benefit from any business venture of any kind whatsoever, whether or not competitive with the activities undertaken under this Agreement, without disclosing those activities to any other Party or inviting or allowing any other Party to participate in that business venture.

(2) Except to the extent expressly provided otherwise in this Agreement and without limiting section 14.5(1), nothing in this Agreement will prevent or may be construed to prevent a Party from:

(a) acquiring any Mineral Right or interest in any Mineral Right outside of the Property or the Area of Interest;

(b) acquiring any Mineral Right or interest in any Mineral Right within the Property or in the Area of Interest that has been abandoned or surrendered in accordance with this Agreement; or

(c) using, for any reason not related to the Property, any geological, geophysical, geochemical, metallurgical or operational concept, model or principle of any kind,

and each Party will be free to so acquire and use with no obligation whatsoever to any other Party.

14.6 Recording of this Agreement

This Agreement, or a memorandum of this Agreement, will, be recorded in the recording district or office of the applicable Governmental Authority where the Property is located, in order to give notice to third persons of South32’s interests (whether direct or indirect) in the Property or that arise under this Agreement.  Each Silver Bull Party agrees with South32 to execute, notarize, deliver, file or register (as the case may be) those documents that may be necessary to perfect such recording or registration.

14.7 Entire Agreement

(1) This Agreement:

(a) is the entire agreement and understanding between the Parties on everything connected with the subject matter of this Agreement; and

(b) supersedes any prior agreement or understanding on anything connected with that subject matter.

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(2) The Parties acknowledge and agree that with effect from the Effective Date the Confidentiality Agreement will automatically terminate and be of no further force or effect.

14.8 Amendment and variation

This Agreement may not be amended, modified, varied or supplemented except in writing signed by the Parties.

14.9 Consents or Approvals

Except where expressly specified otherwise in this Agreement, if the doing of any act, matter or thing under this Agreement is dependent on the consent or approval of a Party or is within the discretion of a Party, then the consent or approval may be given or the discretion may be exercised conditionally or unconditionally or withheld by the Party in its absolute discretion.

14.10 Waiver

The Parties agree that:

(1) a Party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right;

(2) the exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right;

(3) a waiver is not effective unless it is in writing; and

(4) waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

14.11 Costs and outlays

Each Party must pay its own costs and expenses connected with the preparation, negotiation and execution of this Agreement including all legal, accounting and brokers or finders fees and disbursements relating to this Agreement. Under no circumstances will any Party’s legal, accounting and brokers or finders fees and disbursements relating to this Agreement constitute Qualifying Expenditure for the purposes of this Agreement.

14.12 Manner of Payment

Any payment to be made to a Party may be made by electronic funds transfer of immediately available funds to that Party’s bank as designated by that Party by notice from time to time.  That bank will be deemed the agent of the designating Party for the purposes of receiving, collecting and receipting such payment.

14.13 Further Assurances

Each Party must promptly at its own cost do all things (including executing and if necessary delivering all documents) reasonably necessary or desirable to give full effect to this Agreement and the transactions contemplated by it.

14.14 Special Remedies

Each Party acknowledges and agrees that:

(1) any breach by it of section 7 or section 9 would constitute an injury and cause damage to the other Party which is impossible to measure monetarily;

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(2) monetary damages alone would not be a sufficient remedy for a breach of section 7 or section 9;

(3) in addition to any other remedy which may be available in law or equity, a Party is entitled to interim, interlocutory and permanent injunctions or any of them to prevent breach of section 7 or section 9 and to compel specific performance of any one or more of those sections; and

(4) any Party intending to breach or which breaches section 7 or section 9 hereby waives any defence it may have at law, in equity or under statute to such injunctive or equitable relief.

14.15 Survival

Sections 2.4, 2.5, 3.11, 4.10, 9, 11.3, and 12 and all rights accrued prior to completion, termination, or expiration of this Agreement will not merge on completion, termination, or expiration of this Agreement, but will continue in full force and effect after any termination or expiration of this Agreement as will any other provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or expiration of this Agreement.

14.16 Governing Law

(1) Except for matters of title to the Property or its assignment or transfer, which will be governed by the law of its situs, this Agreement is solely governed by the law in force in British Columbia and the laws of Canada applicable in British Columbia without giving effect to the conflict of laws principles in British Columbia and without reference to the laws of any other jurisdiction.

(2) Subject to section 12, each Party:

(a) irrevocably and unconditionally submits to and accepts the exclusive jurisdiction of the courts exercising jurisdiction in British Columbia, and any court that may hear appeals from any of those courts, for any proceeding in connection with this Agreement, subject to the right to enforce a judgement obtained in any of those courts in any other jurisdiction; and

(b) irrevocably waives any objection to the venue of any legal process commenced in the courts of British Columbia on any basis including that the process has been brought in an inconvenient forum.

14.17 Violation of Law of another Jurisdiction

If this Agreement is intended to be performed in more than one jurisdiction, and its performance would be a violation of the applicable law of a jurisdiction where it is intended to be performed, then this Agreement is binding in those jurisdictions in which it is valid and the Parties will use their reasonable efforts to re-negotiate and amend this Agreement so that its performance does not involve a violation of the applicable law of the jurisdiction where its performance would be a violation.

14.18 Language

(1) At the request of the Parties this Agreement has been drafted in the English language. If required by applicable Law, this Agreement may be translated into Spanish but in the event of any inconsistency between the Spanish version of this Agreement and the English version of this Agreement, the English version will prevail and govern.

(2) All the documents, notices, waivers and other communications given or made between the Parties in connection with this Agreement must be in the English language unless the Parties agree to the use of Spanish for any or all communications.  In the event of a discrepancy between the English language version and the Spanish language translation of any document, notice, waiver or other communication, the English language version will prevail and govern.

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14.19 Corrupt Practices

(1) Each Party, including the Operator, represents, warrants and agrees that, in connection with this Agreement, the Mineral Rights comprising the Property, and its operation of the Assets and Property:

(a) neither it, nor any of its Affiliates nor its Personnel, directly or indirectly, has engaged (prior to entering into this Agreement), or will engage, in the Bribery of a Government Official or any person;

(b) it (including its Affiliates and Personnel) has complied with any Anti-corruption Laws and will comply with any Law related to Bribery that is applicable to any Party;

(c) except as disclosed to the other Party, neither it (including any of its Personnel) nor any other entity in which the Party has an ownership interest:

(i) is directly or indirectly owned or controlled, in whole or in part, by any Government Official unless the interest held is less than 5% of any securities of the Party that are publicly traded on a major stock exchange; and

(ii) has an officer, director, or employee who is, or currently expects to become, such a Government Official during the term of this Agreement;

(d) it must notify each other Party promptly, and in any event not less than seven (7) days, upon becoming aware that any officer, director, employee or owner becomes, or expects to become, a Government Official in a position to take or influence official action for or against the Property or this Agreement;

(e) if it engages a Subcontractor or other third party to interact with others on its behalf, it will perform appropriate risk based anti-corruption due diligence on that Subcontractor or third party, will keep records of the same, and take reasonable measures to ensure they comply with sections 14.19(1)(a), 14.19(1)(b) and 14.19(1)(c); and

(f) it will notify each other Party promptly upon becoming aware of any actual or potential breach of sections 14.19(1)(a), 14.19(1)(b), 14.19(1)(c) or 14.19(1)(d).

(2) Each Party, including the Operator, represents, warrants and agrees that, in connection with this Agreement, it will:

(a) keep and maintain accurate and reasonably detailed books and financial records of expenses and receipts in connection with its performance under, and payments made or received in connection with, this Agreement; and

(b) upon request, as soon as reasonably practicable but no later than seven (7) days, provide any information and reasonable assistance to the other Party to audit any books and financial records to verify compliance with the representations, warranties and undertakings under this Agreement, and otherwise reasonably co-operate with any Party investigation of any related matters.

Page 65

14.20 Severability

(1) If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.

(2) Where a provision of this Agreement is prohibited or unenforceable, the Parties must negotiate in good faith to replace the invalid provision by a provision which is in accordance with the applicable Law and which must be as close as possible to the Parties’ original intent and appropriate consequential amendments (if any) will be made to this Agreement.

14.21 Successors and Assigns

This Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

14.22 Counterparts

This Agreement may be executed in any number of counterparts.  Each counterpart is an original, but the counterparts together are one and the same document.  This Agreement is binding on the Parties on the exchange of counterparts.  A copy of a counterpart sent by facsimile machine or by electronic mail:

(1) must be treated as an original counterpart;

(2) is sufficient evidence of the execution of the original; and

(3) may be produced in evidence for all purposes in place of the original.

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14.23 Execution – Authorized Officer to Sign

Each person signing this Agreement as an authorized officer of a Party hereby represents and warrants that he or she is duly authorized to sign this Agreement for that Party and that this Agreement will, upon having been so executed, be binding on that Party in accordance with its terms.

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EXECUTED as an AGREEMENT

Silver Bull Resources Inc.		Minera Metalin S.A. de C.V.
By:	/s/ Timothy Barry	By:	/s/ Timothy Barry
	Authorized officer		Authorized officer
	Timothy Barry		Timothy Barry
	Name		Name
	President and CEO		President
	Title		Title

Contratistas de Sierra Mojada S.A. de D.V.		South32 Group International Investment Holdings Pty Ltd
By:	/s/ Timothy Barry	By:	/s/ Brian Purdy
	Authorized officer		Authorized officer
	Timothy Barry		Brian Purdy
	Name		Name
	President		Director
	Title		Title

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Schedule 1 – Property Description

Concession Number	Concession Name	Concession Area (Ha)	Grant Date	Expiry Date
235371	Sierra Mojada	4818.4850	17-Nov-2009	18-Nov-2043
245217	Dormidos	405.0000	09-Apr-2016	09-Apr-2057
245216	Cola Sola	622.0000	23-Aug-2011	22-Aug-2061
235372	Sierra Mojada Fraccion I	0.0472	17-Nov-2009	29-Nov-2043
235373	Sierra Mojada Fraccion II	0.0082	18-Nov-2009	29-Nov-2043
235374	Sierra Mojada Fraccion III	0.3287	18-Nov-2009	29-Nov-2043
235375	Sierra Mojada Fraccion IV	1.1835	18-Nov-2009	29-Nov-2043
212169	Esmeralda	117.5025	22-Sep-2000	21-Sep-2050
238678	Esmeralda I	95.5320	11-Oct-2011	30-Mar-2050
238679	Esmeralda I Fraccion I	0.7404	11-Oct-2011	30-Mar-2050
238680	Esmeralda I Fraccion II	0.0349	11-Oct-2011	30-Mar-2050
220569	La Blanca	33.5044	28-Aug-2003	27-Aug-2053
160461	Fortuna	13.9582	21-Aug-1974	21-Aug-2024
236714*	Vulcano	4.5996	25-Aug-2010	24-Aug-2060
169343*	Unificacion Mineeros Norteños	336.7905	11-Nov-1981	10-Nov-2031
223093	Los Ramones	8.6039	15-Oct-2004	14-Oct-2054
224873	Volcan Dolores	10.4946	16-Jun-2005	15-Jun-2055
236837*	Veta Rica o La Inglesa	10.9877	07-Sep-2010	06-Sep-2060
195811	Olympia	8.9747	22-Sep-1992	21-Sep-2042
239512	Alote Fracc. VI	7.5366	15-Dec-2011	14-Dec-2061
To be determined	Alote Fraccion II	2251.7523	To be determined	To be determined
To be determined	San Antonio	68	To be determined	To be determined

Notes:

The Mining Registry will not conclude the registration of the “Veta Rica” concession title in favor of the Company until the Company files the missing link between Mr. Garcia Decanini’s death and the transfer of his estate to his heir, Silvia Yolanda García Landeros.

Silver Bull and the Company monitor the official mining records in Mexico City to determine if there are annotations indicating the existence of a legal challenge against the validity of any of the Mineral Rights held by the Company which comprise the Property.  As of the Effective Date, and to the best of the knowledge of Silver Bull and the Company, there are no such annotations, nor is Silver Bull or the Company aware of any challenges from any Governmental Authority or from third parties, except as described in Section 2.2(5) of the Disclosure Schedule.

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Area of Interest

Page 70

Schedule 2 – Existing Agreements

1. Haynes Boone Engagement Mineros Nortenos Lawsuit

2. Water Access Contract Esmeralda Ejido

3. Purchase of Surface Rights and Buildings from Mineros Nortenos

4. Equipment Purchase Mineros Nortenos

5. Purchase Agreement Vulcano and Unificacion Mineros Nortenos Concessions 1997

6. Purchase Agreement Vulcano and Unificacion Mineros Nortenos Concessions 2000

7. Services Agreement between Contratistas and the Company

8. Agreement to Purchase Sierra Mojada and Mojada 3 Concessions (Mojada 3 Subsequently Dropped)

9. Esmeralda Option Agreement

10. Esmeralda Option Agreement Completion

11. Esmeralda 1 Option Agreement

12. Esmeralda 1 Transfer Completion Option Agreement

13. La Blanca Option Agreement

14. La Blanca Transfer Completion Option Agreement

15. Fortuna Purchase Agreement

16. Los Ramones Purchase Agreement

17. Volcano Dolores Option Agreement

18. Volcano Dolores Option Agreement Completion

19. Olympia Option Agreement

20. Olympia Option Agreement Amendment

21. Olympia Option Agreement Completion

22. Veta Rica Option Agreement

23. Veta Rica Completion of Option Agreement

24. Joint Exploration and Development Agreement

25. Election of Net Smelter Return Royalty and Assignment of Interest

26. 1998 Master Agreement

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27. 1998 Net Smelter Return Royalty Agreement

28. 1998 Joint Venture Agreement

29. 1999 Concession Purchase Agreement

30. Agreement for Private Sale of Net Smelter Return Royalty and for Quitclaims(unsigned)

Page 72

Schedule 3 – Company Shareholders Agreement

SHAREHOLDERS AGREEMENT

OF

MINERA METALIN, S.A. DE C.V.

EFFECTIVE AS OF [●]

Page 73

TABLE OF CONTENTS

		Page
1.	Definitions and Interpretation	77
1.1	Definitions	77
1.2	Interpretation	87
2.	Representations and Warranties	88
2.1	Representations and Warranties of Shareholders	88
2.2	No Other Representations and Warranties	89
3.	Company and Assets	89
3.1	General	89
3.2	Title to Assets	89
3.3	Registered Office	90
3.4	Notation in Shareholder Register and Share Certificates	90
4.	Operation of Agreement	90
4.1	Inconsistency between Agreement and Articles	90
4.2	Agreement provision may be included in the Articles	90
4.3	Shareholders to observe and implement Agreement	90
4.4	Company to observe and implement Agreement	91
5.	Organization, Business and Conduct of Business	91
5.1	Organization	91
5.2	Corporate Purpose and Business	91
6.	Scope of Company Business	91
6.1	Conduct by Company of Business	92
6.2	Capital Stock	92
6.3	Determining Percentage Interests	92
7.	Corporate Opportunity and Relationship of the Shareholders	93
7.1	Corporate and Other Business Opportunities	93
7.2	Implied Covenants	93
7.3	Relationship of the Shareholders	93
7.4	No Holding Out	94
8.	Shareholders’ Action and Percentage Interests	94
8.1	Shareholders’ Meetings	94
8.2	Changes in Percentage Interests	95
8.3	Additional Cash Contributions	96
8.4	Voluntary Reduction in Percentage Interest	96
8.5	Default in Making Contributions	96
8.6	Adjustments to Shareholding Percentage and Loans	97
8.7	Elimination of Minority Interest; Royalty	97
8.8	Withdrawal during Development Period	98
9.	Board	98
9.1	Authority of Board of Directors	98
9.2	Directors	98
9.3	Chair and Secretary of the Board	100
9.4	Board Meetings	100
9.5	Voting	101
9.6	Delegation	101
9.7	Action Without Meeting	102
9.8	Initial Board Resolutions	102
9.9	Relevant Transactions	102

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10.	Programs and Budgets	103
10.1	Programs & Budgets for Financial Year	103
10.2	Election to Participate	103
10.3	Operations Pursuant to Programs and Budgets	104
10.4	Budget Overruns	104
10.5	Emergency or Unexpected Expenditures	104
11.	Financing of Company	104
11.1	Funding	104
11.2	Financing of Approved Programs and Approved Budgets	104
11.3	Called Sums	105
11.4	Failure to Contribute Called Sums	105
12.	Financial Information and Accounting Requirements	105
12.1	Financial Information	105
12.2	Accounting principles	106
12.3	Access to Financial Information	106
12.4	Distribution Policy	106
13.	Term and Termination	107
13.1	Former Shareholder not bound	107
13.2	Effective Date and Term	107
13.3	Termination not to affect certain provisions	107
13.4	Winding Up of Company	107
13.5	Right to Data After Termination	107
14.	Area of Interest	107
14.1	Disclosure of AOI Property	107
14.2	Election of Non-Acquiring Shareholder	108
14.3	Option Not Exercised	108
15.	Abandonment and Surrender Of Property	108
15.1	Surrender or Abandonment	108
15.2	Reacquisition	109
16.	Transfer of Interest	109
16.1	General	109
16.2	Limitations on Free Transferability of Interest	109
16.3	Acquisition Right	110
16.4	Exceptions to Acquisition Right	111
16.5	Encumbrance of Shares	111
16.6	Conditions of Transfer	112
16.7	Costs and Expenses	112
16.8	Change in Control of a Shareholder	112
16.9	Determination of Fair Market Value.	114
16.10	Non-Compete Covenants	114
16.11	Compulsory Acquisition Option on Insolvency	114
17.	Confidentiality	114
17.1	General	114
17.2	Public Announcements	116
17.3	Duration of Confidentiality	116
17.4	Canadian Disclosure Rules	116
18.	Anti-Corruption, Internal Controls and Compliance Policies	117
18.1	Adequate anti-corruption policies and internal controls - Company	117
18.2	Representations and Covenants	117
19.	Disputes and Arbitration	118
19.1	Disputes	118
19.2	Dispute Representatives to Seek Resolution	118

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19.3	Arbitration	119
19.4	Inconsistency between Rules and Agreement	120
19.5	Effect of Arbitration	120
19.6	Enforcement	120
19.7	Performance of Obligations During Dispute	120
19.8	Consolidation of Arbitration	120
19.9	Expert Determination	120
19.10	Appointment of Expert	121
19.11	Instruction of Expert and Procedures	121
19.12	Determination of Expert	121
20.	Notice	122
20.1	Form of Notice	122
20.2	Delivery	122
20.3	Address for Notice	122
21.	General	123
21.1	Parties	123
22.	Entire Agreement	123
22.1	No Third Party Beneficiaries	123
22.2	Further Assurances	123
22.3	Amendment and variation	123
22.4	Consents or Approvals	124
22.5	Waiver	124
22.6	Survival	124
22.7	Governing Law	124
22.8	Language	124
22.9	Severability	125
22.10	Successors and Assigns	125
22.11	Counterparts	125
22.12	Execution – Authorized Officer to Sign	125

EXHIBITS

Schedule 1 - Property

Schedule 2 - Royalty Agreement

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SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT is made and entered into as of this [●] day of [●], [●] (“Effective Date”), by and among

Silver Bull Resources Inc. of 1610 - 777 Dunsmuir Street, Vancouver, British Columbia, Canada, V7Y 1K4

(“Silver Bull”)

AND:

Minera Metalin, S.A. de C.V. of [●]

(“Company”)

AND:

South32 International Investment Holdings Pty Ltd.of 108 St Georges Terrace, Perth, Western Australia, Australia 6000

(“South32”)

INTRODUCTION

A. Pursuant to an Option Agreement made as of the 1st day of June, 2018, among Silver Bull, the Company, Contratistas de Sierra Mojada, S.A. de C.V. and South32 (“Option Agreement”), South32 was granted the exclusive and irrevocable right and option to acquire, directly, an undivided seventy percent (70%) right, title and ownership interest in the Company and in Contratistas de Sierra Mojada, S.A. de C.V. and, indirectly, a seventy percent (70%) ownership interest in the Property.

B. South32 has exercised such right and option and acquired such direct interest in the Company and such indirect interest in the Property, all upon and subject to the terms and conditions given in the Option Agreement.

C. Pursuant to the Option Agreement, South32 and Silver Bull agreed, among other things, that upon the completion of the exercise of the option by South32, Silver Bull and South32 would enter into a shareholders agreement for, among other things, the management and operation of the Company and, if warranted, further exploration, development and exploitation of the Property by and through the Company.

D. This Agreement is the shareholders agreement described in Introduction C.

In Consideration Of, among other things, the mutual promises contained in this Agreement, the Parties agree as follows:

1. Definitions and Interpretation

1.1 Definitions

Unless the context otherwise expressly requires, in this Agreement:

(1) “Abandonment Date” has the meaning given in section 15.1;

(2) “Abandonment Property” has the meaning given in section 15.1;

(3) “Abandonment Property Interest” has the meaning given in section 15.2;

(4) “Acquiring Shareholder” has the meaning given in section 14.1;

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(5) “Affiliate” means any person which directly or indirectly Controls, is Controlled by, or is under common Control with, a Shareholder;

(6) “Agreement” or “this Agreement” means this document including any schedule or appendix to it;

(7) “AOI Property” has the meaning given in section 14.1;

(8) “Anti-Corruption Law” means any anti-corruption Law applicable to any Shareholder (including any Affiliate) or this Agreement, and includes (but is not limited to) the Criminal Code Act 1995 and other applicable Laws of Australia, Canadian Corruption of Foreign Public Officials Act, the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act, the Criminal Code of Canada, the U.S. Foreign Corrupt Practices Act, andany applicable federal and state law of the United Mexican States regarding Bribery or other corruption (including the Mexican Federal Criminal Code and Mexican General Law of Administrative Responsibilities);

(9) “Approved Budget” means a Budget approved by the Board in accordance with section 10.1;

(10) “Approved Program” means a Program approved by the Board in accordance with section 10.1;

(11) “Area of Interest” means the land included within the area which is more particularly described and depicted as the Area of Interest in Schedule 1;

(12) “Articles” means the bylaws and articles of incorporation of the Company, as amended from time to time in accordance with this Agreement and applicable Law;

(13) “Assets” means the Property, Products, and all other real and personal property, tangible and intangible, held by the Company;

(14) “Audited Accounts” mean the auditors’ report and audited accounts (including a balance sheet, profit and loss statement and cash-flow statement) of the Company for the Financial Year ending on the relevant Financial Year End;

(15) “Auditors” means such internationally recognised firm of chartered accountants as are appointed as the auditors of the Company by the Board, in accordance with applicable Law, from time to time;

(16) “Board” means the Directors or those of them who are present at a Board Meeting and eligible (in accordance with the terms of this Agreement and the Articles) to vote at that Board Meeting;

(17) “Board Meeting” means a meeting of the Directors at which there is a quorum as required by this Agreement and the Articles;

(18) “Board Supermajority Vote” has the meaning given in section 9.5(4);

(19) “Bribery” means the offering, authorising, giving, soliciting or accepting any monetary or other benefit to influence action of a Government Official in an official capacity, or to otherwise influence any person to act improperly. Bribery includes the making of facilitation payments, which are improper payments made to induce required routine official action;

(20) “Budget” means a detailed estimate of all costs to be incurred by the Company with respect to a Program and a schedule of cash or capital contributions to be made by the Shareholders with respect to such Program;

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(21) “Business” has the meaning given in section 5.1;

(22) “Business Day” means any day other than a Saturday, Sunday or a public or statutory holiday in the place where an act is to be performed or a payment is to be made;

(23) “Called Sum” has the meaning given in section 11.3;

(24) “Called Sum Notice” has the meaning given in section 11.3;

(25) “CC Option” has the meaning given in section 16.8;

(26) “CC Shareholder” has the meaning given in section 16.8;

(27) “CEO” means the chief executive officer of the Company appointed by the Board in accordance with section 9.8 including any successor CEO;

(28) “Chair” means the chairman of the Board appointed in accordance with section 9.3(1);

(29) “Change in Control” means the occurrence of any of the following events:

(a) any person (other than a Shareholder or an Affiliate of a Shareholder), alone or together with a Joint Actor (other than a Shareholder or an Affiliate of a Shareholder), becomes the beneficial owner of, or acquires the power to exercise control or direction over, directly or indirectly, securities (or securities convertible into, or exchangeable for, such securities) representing fifty percent (50%) or more of the votes exercisable by holders of the then-outstanding securities generally entitled to vote for the election of directors (“Voting Shares”) of a Shareholder or any Affiliate of a Shareholder that controls (either directly or indirectly) a Shareholder;

(b) a Shareholder or any Affiliate of a Shareholder that controls (either directly or indirectly) a Shareholder, is merged, amalgamated, consolidated or reorganized into or with another person (other than a Shareholder or an Affiliate of a Shareholder) and, as a result of such business combination, securities representing more than fifty (50%) of the votes exercisable by holders of the Voting Shares of any such entity or such person into which the Voting Shares of such entity is converted immediately after such transaction are held by a person (other than a Shareholder or an Affiliate of a Shareholder) alone or together with any Joint Actor (other than a Shareholder or an Affiliate of a Shareholder) and such person, together with such Joint Actor, held securities representing less than fifty (50%) of the votes exercisable by the holders of the Voting Shares of such entity immediately prior to such transaction;

(c) the capital of a Shareholder or any Affiliate of a Shareholder that controls (either directly or indirectly) a Shareholder is reorganized and, as a result of such reorganization, securities representing more than fifty percent (50%) of the votes exercisable by the holders of the Voting Shares of such entity immediately after such reorganization are held by a person (other than a Shareholder or an Affiliate of a Shareholder) alone or together with any Joint Actor (other than a Shareholder or an Affiliate of a Shareholder) and such person, together with such Joint Actor, held securities representing less than fifty percent (50%) of the votes exercisable by the holders of the Voting Shares of such entity immediately prior to such reorganization;

(d) a change in the power to direct or cause direction of management and policies of a Shareholder or an Affiliate of a Shareholder that controls a Shareholder through ownership of voting securities, contract, voting trust or otherwise;

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and for greater certainty, specifically excludes:

(e) the events contemplated in section 16.4(2); and

(f) a Change in Control of a Shareholder or any Affiliate of a Shareholder that controls (either directly or indirectly) a Shareholder as part of a transaction involving the whole or principal elements of the business of the group of companies in which the ultimate holding company of that Shareholder or any Affiliate of a Shareholder that controls (either directly or indirectly) a Shareholder has:

(i) a Controlling Interest; and

(ii) the value of the Shares of such Shareholder is less than 25% of the entire value of that transaction;

(30) “Change in Control Notice” has the meaning given in section 16.8;

(31) “Charter Documents” means a constitution, articles, articles of incorporation, notice of articles, memoranda, by-laws or any similar constating document of a corporate entity;

(32) “Claim” means any claim, action, proceeding, damage, loss, liability, cost, charge, expense, outgoing, payment or demand of any nature and whether present or future, fixed or unascertained, actual or contingent and whether at law, in equity, under statute, contract or otherwise;

(33) “Company” has the meaning given in the introductory paragraph to this Agreement, and being a corporation incorporated under the laws of Mexico governed by this Agreement and the Articles;

(34) “Confidential Information” has the meaning given in section 17.1;

(35) “Consent” means, as to any person, any consent, waiver, approval, authorization, exemption, registration, declaration, expiration of waiting period, or filing;

(36) “Continuing Shareholder” or “Continuing Shareholders” has the meaning given in section 16.8;

(37) “Control” means, in relation to any person, possession, directly or indirectly, of the power to direct or cause direction of management and policies of that person through ownership of voting securities, contract, voting trust or otherwise;

(38) “Controlling Interest” means an interest (direct or indirect, including under an agreement, arrangement or understanding) which entitles the interest holder or gives the interest holder the capacity to:

(a) in the case of an interest in a company:

(i) vote more than 50% of the shares in that company; or

(ii) determine the outcome or decisions about that company's financial, marketing or operating policies, including the appointment of a majority of the directors on the board of that company;

(b) in the case of an interest in a joint venture or assets:

(i) vote more than 50% of the votes able to be cast on any operating committee of the joint venture or any other committee governing the management of that asset; and

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(ii) determine, either independently or by majority interest, whether or how the assets, (whether held in joint venture or otherwise) are to be operated, developed, sold or abandoned;

(39) “Continuing Obligations” means obligations or responsibilities that are reasonably expected to continue or arise after Operations on a particular area of the Property have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance;

(40) “Development” means all preparation (other than Exploration) for the removal and recovery of Products, including the construction or installation of leach pads, a mill or any other improvements to be used for the mining, handling, milling, beneficiation or other processing of Products;

(41) “Development Period” means the period commencing on the Effective Date and ending immediately prior to a decision by the Board to develop and construct a mine on the Property;

(42) “Director” means any director for the time being of the Company appointed pursuant to this Agreement and the Articles, including where applicable, any alternate Director appointed pursuant to this Agreement and the Articles;

(43) “Discloser” has the meaning given in section 17.4;

(44) “Dispute Notice” has the meaning given in section 19.1;

(45) “Dispute Representative” has the meaning given in section 19.2;

(46) “Effective Date” has the meaning given in the introductory paragraph to this Agreement;

(47) “Encumbered Interest” has the meaning given in section 16.5(3);

(48) “Encumbrance” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, option, earn-in, licence or licence fee, royalty, production or streaming payment, back-in right, claw-back right, restrictive covenant or other encumbrance of any nature or any agreement to give or create any of the foregoing, whether registerable or not;

(49) “Environment” means components of the earth including:

(a) land, air or water;

(b) any layer of the atmosphere;

(c) any organic or inorganic matter and any living organism,

and includes interacting natural ecosystems that include any of the components of the kind referred to in sections 1.1(49)(a) to 1.1(49)(c);

(50) “Environmental Compliance” means action performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Property or other compliance with Environmental Laws;

(51) “Environmental Laws” means any applicable Law relating to restoration or reclamation of the Property, abatement of pollution, protection of the Environment, protection of wildlife including endangered species, ensuring public safety from environmental hazards, protection of cultural or historic resources, management, storage or control of Regulated Substances, releases or threatened release of Regulated Substances into the Environment (including ambient air, surface water, ground water and land) and all other Laws relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Regulated Substances;

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(52) “Environmental Liabilities” means all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, settlements, costs, disbursements or expenses (including without limitation attorney's fees and experts' fees) of any kind or of any nature whatsoever (including liability for study, testing or investigatory costs, cleanup costs, response actions or costs, removal actions or costs, remediation costs, containment costs, restoration costs, reclamation costs, corrective action costs, closure costs, natural resources damages, nuisances, property damages, business losses, penalties or fines) arising out of, based upon or resulting from, relating to, connected with or caused by the Assets or operations on or related to the Assets, however and by whomsoever caused, and whether caused by a breach of or arising under Environmental Laws, or otherwise, including without limiting the generality of the foregoing those existing as, arising from or related to:

(a) the presence, release, threatened release, discharge or emission into the Environment of any Regulated Substance;

(b) the violation or alleged violation of any Environmental Law;

(c) surface, underground, air, ground water, surface water or marine environment contamination;

(d) reclamation obligations;

(e) the removal of or failure to remove foundations, structures or equipment; and

(f) losses or damages suffered, sustained, paid or incurred by third parties as a result of any of the matters described in the foregoing provisions of this definition;

(53) “Election Period” has the meaning given in section 16.3(4);

(54) “Expert” means an expert appointed under section 19.10 and acting pursuant to sections 19.10 to 19.12 (inclusive).

(55) “Exploration” means activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Products;

(56) “Financial Year” means a period of twelve (12) calendar months ending on a Financial Year End;

(57) “Financial Year End” means June 30 or such other date as may be fixed for such purpose by the Board from time to time in accordance with this Agreement;

(58) “Governmental Authority” means any federal, provincial, state, territorial, regional, municipal, local government or authority, quasi government authority, fiscal or judicial body, government or self-regulatory organisation, commission, board, tribunal, organisation, stock exchange or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing including any indigenous or native body (or both) exercising governance powers by right, title or custom;

(59) “Government Official” includes any:

(a) individual who is employed by or acting on behalf of a Governmental Authority, a person Controlled by a Governmental Authority (including state owned enterprises) or a public international organisation;

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(b) political party, party official or political office candidate;

(c) individual who holds or performs the duties of an appointment, office or position created by custom or convention, including, potentially, some tribal leaders and members of royal families; or

(d) individual who holds themselves out to be the authorised intermediary of any person specified in sections 1.1(61)(a), 1.1(61)(b), and 1.1(61)(c);

(60) “IFRS” means the international financial reporting standards adopted by the International Accounting Standards Board, as amended from time to time or any successor standards;