Elemental Royalty Corp

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Attention: [Redacted - personal information], General Counsel

With a copy (which shall not constitute notice) to:

McCarthy Tétrault LLP

66 Wellington Street West, Suite 5300

Toronto, Ontario

M5K 1E6

Attention: [Redacted - personal information]

or to such other address as any Party shall have furnished to the other by notice given in accordance with this Section. Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

12.3 Callback Procedure.

Notwithstanding any other provision of this Agreement, no notice, instruction or other communication relating to any change in any details of the Sellers or the Buyers relating to payment (including the identity of such Person, receiving bank or receiving account number, broker, or broker account number), or in any details of such Person's callback contact, will be valid, and shall not be complied with by any Party unless:

(a) written notice of the change is given in accordance with Section 12.2;

(b) the Person giving notice of the change is not a callback contact further to Section 12.4; and

(c) such instruction is confirmed verbally by telephone or voice over internet protocol call, and not by writing in any form, between the callback contact of the applicable Seller and the callback contact of the applicable Buyer using the relevant details for that callback contact in Section 12.4, with such verbal confirmation being further confirmed to the callback contact of the Party giving such instruction via a second written notice given by the callback contact of the Party receiving such instruction in accordance with Section 12.2 contemporaneously with the completion of such verbal confirmation.

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12.4 Callback Contact.

The callback contacts for Section 12.3 are the following Persons with the following contact details, or such other Persons or contact details as the relevant Party may notify from time to time in accordance with Section 12.3.

(a) Callback contact for each of the Sellers:

Name: [Redacted - personal information]

Telephone number: [Redacted - personal information]

(b) Callback contact for each of the Buyers:

Name: [Redacted - personal information]

Telephone number: [Redacted - personal information]

12.5 Entire Agreement.

This Agreement, including the Schedules hereto and the other Transaction Documents, sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, letters of intent or agreements in principle between them, other than the Confidentiality Agreement which shall survive the execution and delivery of this Agreement in accordance with Section 6.1(a).

12.6 Amendments and Waivers.

No amendment to this Agreement may be made unless agreed to by the Parties in writing. The Parties may, by an instrument in writing signed on behalf of such Party, waive compliance by any other Party with any term or provision of this Agreement that such other Party was or is obligated to comply with or perform. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

12.7 Conflict between Documents.

Unless otherwise specifically stated, the provision of this Agreement shall govern and prevail in the event of any inconsistency or conflict between the terms hereof and of any assignment agreements or other document or instrument executed or delivered by any Party in connection with the Transactions.

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12.8 Binding Effect; Benefits.

This Agreement shall enure to the benefit of and will be binding upon the Parties and their respective successors and permitted assigns.

12.9 Assignment.

(a) Neither the Buyers nor the Sellers shall sell, pledge, assign or otherwise transfer their rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of the other Parties and any attempt to do so shall be void.

(b) Notwithstanding Section 12.9(a) and any other provision of this Agreement or the other Transaction Documents, the Buyers shall have the right to grant a security interest in, hypothecate or pledge, in whole or in part, their interest under this Agreement and the other Transaction Documents to one or more lenders providing financing to such Buyer without notice to, or the consent of, any other Party. If any such lender enforces such security interest, hypothec or pledge, such lender shall be entitled to the interest of such Buyer under this Agreement and the other Transaction Documents, provided that the rights under this Agreement and the other Transaction Documents of such lender following the completion of the enforcement of its security over such Buyer's rights under this Agreement and the other Transaction Documents (it being acknowledged and agreed by the Buyers that such lender shall not have, and not be granted, any rights under this Agreement and the other Transaction Documents, whether by contract, as attorney for and on behalf of such Buyer or otherwise, prior to such time) shall be expressly limited by the terms of this Agreement and the other Transaction Documents and by the equities hereunder and thereunder as between the Sellers and the Buyers; and provided further that the Sellers shall have and may assert as against such lender any and all defences, whether arising at law, by contract or in equity, available to the Sellers as would be available to them against the Buyers or such lender.

12.10 Non-Recourse.

All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as Parties. No Person who is not a named party to this Agreement, including any past, present or future director, officer, employee, incorporator, member, partner, equity holder, Affiliate, agent, attorney or representative of any named party to this Agreement ("Non-Party Affiliates"), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates.

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12.11 Counterparts; Electronic Signature.

This Agreement may be executed by electronic signature (including by pdf or DocuSign) in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together will be deemed to be one and the same instrument.

12.12 Further Assurances.

Each of the Buyers and the Sellers shall do all such things and provide all such reasonable assurances as may be required to consummate the Transactions, and each such Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

12.13 Governing Law, Disputes and Arbitration.

(a) This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(b) In the event of any dispute, claim, question or disagreement arising out of or relating to this Agreement (each a "Dispute"), the Parties shall use all reasonable endeavours to settle such Dispute. To this effect, the Parties shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution. If they do not reach settlement within a period of 30 days, then, upon notice by any Party to the other Parties, any unresolved Dispute arising out of or relating to this Agreement shall be settled by arbitration administered by the International Centre for Dispute Resolution Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Toronto, Ontario. The language of the arbitration shall be English. The costs of the arbitration, including legal fees and disbursements, shall be fixed by the arbitrator and allocated between the Parties in its award on the merits of the dispute or in a separate award after receiving further submissions from the Parties. Save as required by Applicable Law, each Party undertakes to keep confidential all information regarding the existence of the arbitration, the identity of the arbitrator, all disclosures made during the arbitration, all materials or information created, used or produced for the purpose of the arbitration, all materials and information produced for the purpose of the arbitration as well as all awards and orders made by the arbitrator. The arbitration award shall be final, enforceable and shall bind the Parties. There shall be no appeal from the award on questions of fact, law or mixed fact and law. The Parties irrevocably and unconditionally waive any objection to the venue of any Dispute or proceeding administered by the International Centre for Dispute Resolution Canada and irrevocably waive and agree not to plead or claim in that forum that such Dispute has been brought in an inconvenient forum. Notwithstanding anything herein to the contrary, the Parties agree that each Party has the right to apply to any court of competent jurisdiction for interim or interlocutory injunctive relief until any matter in dispute is determined by the arbitrator.

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(c) Each Seller irrevocably appoints Torys LLP (at the address set forth in Section 12.2) as its authorized attorney and agent to accept and acknowledge, for and on behalf of such Seller, service of any and all process in the Province of Ontario, Canada in any suit, Dispute or proceeding arising out of or relating to this Agreement. Each Seller agrees that service of process upon such attorney and agent by delivering a copy thereof, in care of such attorney and agent, at the above address, shall be conclusively deemed to have come to the notice of such Seller at the time of such delivery and shall constitute in every respect valid and effective personal service upon such Seller at the time of such delivery, and that failure by such attorney and agent to give notice of such service to such Seller shall not affect the validity or effect of such service or any judgment or order based thereon or arising therefrom. Such Seller irrevocably authorizes and directs such attorney and agent to accept service on its behalf and agrees to appear in such suit, Dispute or proceeding. Such Seller further agrees to take all action as may be necessary to confirm and continue in full force and effect the appointment of such attorney and agent so that such Seller shall have an attorney and agent for service of process in the Province of Ontario, Canada.

12.14 Severability.

Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law. If any portion of this Agreement is declared invalid for any reason in any jurisdiction, such declaration shall have no effect upon the remaining portions of this Agreement which shall continue in full force and effect as if this Agreement had been executed with the invalid portions thereof deleted; provided, however, if such severability will negate in any material respect the monetary terms of this Agreement, then the Parties shall negotiate in good faith to amend the invalid terms in a manner so that such terms shall not be invalid and will not modify in any material respect the monetary terms of this Agreement unless otherwise agreed to by the Parties. Furthermore, the entirety of this Agreement shall continue in full force and effect in all other jurisdictions.

12.15 Third Parties; Joint Ventures.

This Agreement constitutes an agreement solely among the Parties, and, except as otherwise provided herein, is not intended to and will not confer any rights, remedies, obligations, or liabilities, legal or equitable, including any right of employment, on any Person (including but not limited to any employee or former employee of the Sellers) other than the Parties and their respective successors or permitted assigns, or otherwise constitute any Person a third party beneficiary under or by reason of this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties as partners or participants in a joint venture.

12.16 Specific Performance.

The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.