Versamet Royalties Corp

COMPOSITION

The Board shall use commercially reasonable efforts to ensure a majority of the Board is independent from the Company. For the purposes of this Mandate, the definition of “independent” shall be the definition set out in National Instrument 52-110Audit Committees, namely that a director is independent if they have no direct or indirect relationship with the Company that could, in the view of the other members of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Members of the Board shall also possess the necessary skills, expertise, diversity, and competencies that the Board is expected to possess. In addition, the members of the Board may be required to satisfy criteria as determined by a stock exchange upon which the Company’s securities are listed and posted for trading.

The directors will be elected each year by the shareholders of the Company at the annual general meeting of shareholders. The Nominating and Governance Committee will recommend to the full Board nominees for election to the Board and the Board will propose nominees to the shareholders for election as directors for the ensuing year.

Note that in due course and when considered appropriate, the Board intends on establishing committees, including a Nominating and Governance Committee, Audit Committee, and Compensation Committee, however as of the date this Mandate was approved, it is the Board’s intention that the duties of these committees will be administered by the Board as a whole. Therefore, any reference to a committee in this Mandate shall mean the Board as a whole until such committee is established.