COPPER CONCENTRATE SALES AGREEMENT - 3001468

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “*[Redacted]*”. A COMPLETE VERSION OF THIS AGREEMENT AND EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

TERRANE METALS CORP. , as Seller

LS-NIKKO COPPER INC. , as Buyer

COPPER CONCENTRATE SALES AGREEMENT

Dated June 29, 2012

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THIS AGREEMENT is dated June 29, 2012 and made between:

TERRANE METALS CORP., a company duly incorporated and existing under the laws of the Province of British Columbia, Canada (“Seller”);

LS-NIKKO COPPER INC., a company duly incorporated and existing under the laws of the Republic of Korea (“Buyer”)

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Now therefore, in consideration of the premises and mutual covenants and agreements contained herein, the Seller agrees to sell and deliver to Buyer, and Buyer agrees to purchase from Seller, Concentrate on the following terms and conditions.

IT IS AGREED that:

ARTICLE 1 INTERPRETATION

1.1 Definitions

Defined terms in this Agreement, which may be identified by the capitalisation of the first letter of each principal word thereof, have the meanings assigned to them in this Section 1.1.

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1.2 Weights and Measures

For purpose of this Agreement, references to the following weights and measures shall have the following meanings:

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1.3 Headings

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

1.4 Extended Meanings

In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations and corporations. The term “including” means “including without limiting the generality of the foregoing”.

1.5 Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

1.6 Currency

All references to currency herein, including references to “$”, “US$” or “dollars” are to the lawful money of the United States of America.

1.7 Schedules

The following are the Schedules to, and form part of, this Agreement:

Schedule A - Concentrate Specifications

Schedule B - Umpires

ARTICLE 2. CONCENTRATE SOURCE AND QUALITY

2.1 Chemical and Physical Characteristics

(a) The Concentrate will be produced from the Production Facility which is currently under development by Seller.

(b) Seller anticipates (but does not warrant) that the Concentrate sold to Buyer shall exhibit approximately the specifications in Schedule “A”. Buyer acknowledges that the source of the Concentrate is a new mine and plant, as a result of which the composition of the Concentrate may vary from the anticipated specifications set out in Schedule “A”. Seller shall notify Buyer from time to time of any additional information of which Seller becomes aware

concerning any material changes in the expected specifications of the Concentrate from the anticipated specifications set out in Schedule “A”.

(c) The moisture content of each Parcel shall be below the maximum limit set forth by the International Maritime Organization’s International Maritime Solid Bulk Cargoes Code or other governing publication superseding the aforementioned code and in force at the time of shipment

(d) If Seller becomes aware that the specifications of any Parcel, or any portion thereof, deviate materially from the anticipated specifications set out in Schedule “A”, Seller or Buyer shall promptly notify the other party of the deviation and if such deviation results in a negative financial or technical impact on Buyer the Parties will promptly attempt to negotiate a mutually acceptable adjustment to reasonably compensate Buyer for such impact in accordance with customary international practice

2.2 Commencement of Purchases

Seller’s obligation to deliver and sell Concentrate to Buyer and Buyer’s obligation to receive, purchase and pay for Concentrate from Seller under this Agreement are subject to the occurrence of, and shall commence on, the Start-up Date. Accordingly:

(i) Seller shall periodically notify Buyer with brief and summary details of the progress of development of the Production Facility and the then estimated Start-up Date;

(ii) commencing three (3) months prior to the then estimated Start-up Date, Seller shall notify Buyer of Seller’s then best estimate of the expected Start-up Date once every month; and

(iii) Seller shall notify Buyer promptly of the occurrence of the Start-up Date.

2.3 Term and Termination

(a) This Agreement shall commence on the date first indicated above and unless terminated earlier in accordance with the terms hereof, shall terminate at the end of the 3 rd Contract Year (the “Term”). Not later than one year prior to such termination, the Parties shall meet to discuss and endeavour to agree upon the terms of a further contract to cover the purchase and sale of Concentrate beyond such termination, provided that any failure by the Parties to agree on the terms of any new contract shall not give rise to any liability or affect the termination of this Agreement as aforesaid.

(b) Either Party may terminate this Agreement:

(i) immediately by notice to the other Party following the occurrence of any Insolvency Event relating to the other Party; or

(ii) following any material breach of any material provision of this Agreement by the other Party if such breach has occurred and is continuing for a

period of 60 Business Days after notification of such breach to the other Party.

ARTICLE 3. QUANTITY

3.1 Annual Quantity

The annual quantity of Concentrate which Seller shall deliver and sell to Buyer, and Buyer shall receive and purchase from Seller (the “Annual Quantity”), shall be 30% of Annual Production in each of the Initial Period and the first Contract Year and approximately 50,000 DMT for each of the second and third Contract Years, with the exact quantity for the second and third Contract Years to be agreed by the Parties no later than October 1 of the first Contract Year.

3.2 Adjustments

(a) If, despite Seller’s reasonable efforts, the Annual Quantity for the Initial Period or any Contract Year is not shipped by the end of such period (provided such deficiency is more than 500 DMT), then Seller shall ship such deficiency to Buyer as part of the first and to the extent necessary, subsequent Parcels shipped during the succeeding period (or, in the case of the last Contract Year, as soon as is commercially practicable in the year following the last Contract Year). Such deficiency when so shipped shall be regarded as part of the Annual Quantity for the preceding period and all payment and other terms and conditions applicable to shipments made during the preceding period shall apply thereto. If the shortfall is 500 DMT or less, then Seller shall be considered to be in compliance with Annual Quantity and the shortfall shall be considered cancelled with no obligation on Seller to ship any deficiency in the succeeding period.

(b) If, despite the Seller’s reasonable efforts, the total quantity of Concentrate delivered in the Initial Period or any Contract Year is in excess of the Annual Quantity for that period, then such excess quantity (provided such excess is more than 500 DMT) shall be deemed to have been shipped as part of the Annual Quantity of the succeeding period and all terms and conditions applicable to the shipments made during the succeeding period shall apply thereto and the Annual Quantity actually to be shipped in such succeeding Contract Year shall be reduced to the extent of such excess.

ARTICLE 4. SHIPMENT, DELIVERY AND DISCHARGE CONDITIONS

4.1 Annual Schedule

Seller and Buyer shall agree on the shipping schedule (the “Annual Schedule”) for each Contract Year not later than November 30th prior to each Contract Year. Shipments scheduled under the Annual Schedule will be evenly spaced throughout the Contract Year. For the Initial Period, the Annual Schedule shall be mutually agreed not later than 60 days prior to the estimated Start-up Date. Unless otherwise agreed between the Parties in accordance this Agreement and subject to the terms of this Agreement, Seller shall deliver the Concentrate in Parcel sizes of 11,000 WMT (+/-5% for shipping tolerance only).

4.2 Delivery

Except as set forth in the remaining provisions of this Article 4, Seller shall deliver each Parcel CIF Free Out Onsan, Republic of Korea (“Discharge Port”).

4.3 Discharge Port

(a) Buyer shall be responsible for all arrangements and expenses (including, without limitation, stevedoring expenses) at the Discharge Port for discharging from the vessel to shore of each Parcel “free out”, as such discharging term is commonly referred to in the bulk shipping industry.

(b) If the discharge of a Parcel at the Discharge Port becomes impractical through no fault of Seller or the vessel such vessel shall proceed to an alternate safe port (an “Alternate Port”) as notified by Buyer where it can safely unload the Parcel. Promptly upon the receipt of such notice from Buyer, Seller shall direct the vessel to comply with such notice, provided that the master of the vessel judges such Alternate Port to be safe. If the vessel proceeds to the Alternate Port, any additional freight and other delivery costs incurred by Seller will be paid by Buyer.

4.4 Discharging Berth

Buyer shall nominate and guarantee one good and safe berth at the Discharge Port where vessels described in Section 0 carrying Parcels may arrive, discharge and depart always afloat.

4.5 Discharging Rate; Efficient Performance

(a) At the Discharge Port the Laytime to be allowed (“Allowed Laytime”) for the discharge of a Parcel shall be determined on the basis of:

(i) a discharging rate as set out in Section 4.5(b); and

(ii) the bill of lading weight of such Parcel in WMT.

provided that if it is not possible to discharge a Parcel because of interference due to weather or would not have been possible if work had been in progress, there shall be excluded from the Allowed Laytime the period during which the weather interfered or would have interfered with the work.

(b) Buyer shall discharge each vessel at the average rate of *[Redacted]* per Weather Working Day. If the vessel is already on Demurrage, all time counts. In order to achieve an efficient performance in the Discharge Port, Seller shall furnish Buyer with all necessary details from the Charter Party or Contract of Aent.

4.6 Notice of Readiness

(a) After arrival of the vessel at the Discharge Port written Notice of Readiness (the “Notice of Readiness” or “NOR”) is to be given by the master of vessel to Buyer or Buyer’s Receiving Agent, whether in berth or not, during Office Hours that the vessel is in all respects ready to discharge the Parcel, is in free pratique and is customs cleared and has all hatches uncovered and beams, if any, removed provided same is permitted by port authorities. Time lost in waiting for the berth, if any, shall count as Laytime.

(b) If the discharging berth is not available upon vessel’s arrival at the Discharge Port and due to such unavailability the vessel cannot enter the Discharge Port, the master of the vessel will be entitled to tender NOR during Office Hours to Buyer or Buyer’s Receiving Agent upon anchoring at the customary waiting place designated by the authority for Discharge Port. Any time lost in waiting for the berth at the Discharge Port shall count as Laytime.

4.7 Laytime

(a) Time for discharging to count from 1300 hours the same Working Day if NOR is given before noon or 0900 hours on the next Working Day if NOR is given after noon during Office Hours, whether the vessel is in berth or not, unless sooner commenced then actual time used in discharging to count. Time from 1200 hours Saturday until 0900 hours on Monday and/or between 1800 hours on the last Working Day preceding a holiday until 0900 hours the next Working Day shall not count as Laytime unless used, if used actual time to count.

(b) Once the vessel is on Demurrage, she shall remain on Demurrage until completion of discharging. However, if there is any delay due to vessel’s inability to discharge during the Demurrage period, then to the extent such delay is attributable to the fault of the vessel, such time lost shall not count as Demurrage time.

(c) Shifting time from anchorage to the berth shall not count as Laytime, unless vessel is already on Demurrage. Similarly time lost in moving on or off a berth or from one berth to another shall not count as Laytime unless movement from one berth to another berth is requested by Buyer. Time used for initial, intermediate (if any) and final draft survey shall not count as Laytime.

(d) Vessel shall open and close hatches and remove and replace beams at the vessel’s risk and expense, provided same is permitted by port authorities, in which case the time used for such purpose shall not count as Laytime.

(e) If a Parcel is carried on the same vessel together with other cargo to be unloaded at the Discharge Port belonging to other shipper(s) (such other cargo and the Parcel, each referred to in this Section 4.7(e) only as a ‘shipment’). If the discharge of the first shipment is completed during Office Hours Laytime for the discharge of the second shipment shall commence two hours after completion of discharge of the first shipment unless discharging of the second shipment is sooner commenced. If the discharge of the first shipment is completed after Office Hours, Laytime for the second shipment shall commence at 0800 hours on the next Working Day, unless sooner commenced, in which case actual time used shall count as Laytime used. Any waiting time for berth at the Discharge Port shall be prorated between each shipper based on the quantity of each shipment the vessel is carrying for that specific Discharge Port.

(f) Any time lost in discharging of a Parcel on account of repairing the carrying vessel’s gears/equipment or due to the fault of the vessel owner, vessel master or their agents shall not count as Laytime or time on Demurrage.

4.8 Demurrage and Despatch

(a) The applicable Demurrage/Despatch rates shall be as per Seller’s Charter Party or Contract of Aent and Seller shall provide an extract of such Charter Party or Contract of Aent with the vessel owner to Buyer referencing applicable Demurrage/Despatch rates for the purpose of calculating the Demurrage/Despatch amount. Such Demurrage/Despatch rates shall be in line with the market standard rates applied by similar vessels carrying copper concentrates on similar voyages.

(b) If a Parcel is not discharged from the vessel within the Allowed Laytime, Demurrage shall be payable by Buyer to Seller calculated per running day of 24 hours (fractions pro rata).

(c) Notwithstanding Section 4.8(a), Seller shall pay Buyer Despatch for Laytime saved at the Discharge Port in relation to the shipment of any Parcel, calculated per running day of 24 hours (fractions pro rata) at half of the Demurrage rate.

(d) The Despatch/Demurrage amounts relating to a Parcel shall be paid by issuing a separate invoice.

Vessel Characteristics

(e) For delivering Concentrate to the Discharge Port hereunder, vessels chartered by Seller shall be single deck bulk carriers, shall be classed 100-A1 at Lloyds Register of Shipping or its replacement, shall be no more than 20 years old, shall not have shaft tunnels in the hold, and shall have clear holds and hatchways suitable for normal grab discharge. No cargo shall be loaded in

deep tanks, in tweendecks, in bridge space, or any place not easily accessible to grabs.

(f) If the gears of the vessel are not working in accordance with the specifications provided by the vessel’s owner, Seller shall ask Korean shipping agent to appoint a competent independent surveyor to assess the additional costs incurred in completing the discharge. After receiving such independent surveyor’s certificate about additional expenses incurred, such amount claimed by Korean shipping agent will be settled by Seller.

(g) In no event shall any other cargo (including copper concentrates) be stowed in the same hold as any Parcel or fraction thereof.

(h) The vessel shall conform to International Safety Management Code (ISM Code) standards. Seller shall not charter a vessel from any shipping company if Seller reasonably believes that, because of its financial condition, there is reasonable doubt about the ability of such company to carry out the normal execution of its shipping obligations.

4.9 Overtime

Subject to the other provisions in this Section 4.9, any overtime with respect to discharge of a Parcel at the Discharge Port shall be for the account of the Party ordering the same. Officers of the vessel and crew’s overtime shall always be for Seller’s account. If overtime is ordered by Discharge Port authorities or their representatives, Seller shall pay all overtime expenses incurred as a result thereof. If local labour regulations at Discharge Port prevent the vessel’s crew from opening/closing hatches and removing/replacing beams, such duties will be performed by agents for Buyer at its own cost and the time so used shall not count as Laytime.

4.10 Miscellaneous

(a) Seller shall hold Buyer free and harmless from all port charges, harbour dues, fairway dues, pilotage, crew’s expense, light dues and all other charges and dues calculated on vessel and customarily paid by vessel or shipowner at the Discharge Port, except those incurred due to the negligence or wilful misconduct of Buyer. Buyer shall hold Seller free and harmless from all charges and dues calculated on Parcels and customarily paid by buyers at the Discharge Port.

(b) Seller will ensure that, without cost to Buyer, each vessel provides all necessary onboard lights for night discharging; and

(c) Upon the completion of discharge, Buyer shall arrange for vessel´s holds from which the Parcel was discharged to be cleaned to a degree which is normally grain clean.

4.11 Shipping Information and Nomination of Vessel

At the time a vessel is nominated by Seller for shipment of a particular Parcel hereunder Seller shall notify Buyer of the following:

(a) the name of the vessel;

(b) the expected dates of arrival and departure of such vessel at and from Port of Loading;

(d) the dimensions, draft, gear capacity, number of hooks and other details of the vessel;

(e) estimated port rotation of the vessel;

(f) estimated Date of Arrival; and

(g) Despatch and Demurrage rates.

Seller shall obtain acceptance of the nomination of the vessel from Buyer in writing prior to finalising and booking the vessel. Buyer’s acceptance/rejection of the vessel shall be given within one Business Day from the date of notice of nomination and Buyer shall act reasonably in granting or refusing such an acceptance. Once the vessel acceptance is given, any change in the details of accepted vessel shall again be given to Buyer for acceptance. Vessel substitution shall not be done without the prior acceptance of Buyer. Such acceptance shall not be unreasonably withheld.

4.12 Shipping Notices

Not later than three Working Days after departure of each vessel from the Port of Loading, Seller shall notify Buyer of the tonnage of Concentrate loaded as per bill of lading, the indicative assays, the stowage plan, port rotation and the estimated date of arrival at the Discharge Port. Seller shall instruct the master of the vessel to give Buyer notice of the estimated time of arrival (“ETA”) at the Discharge Port 10 days, 5 days, 72 hours, 48 hours and 24 hours prior to the ETA.

4.13 Letter of Indemnity

If 1/3 original bill of lading has not been received by Buyer within 5 Business Days prior to the ETA of the vessel at the Discharge Port, Buyer shall provide to Seller a letter of indemnity signed by Buyer in the ship owner’s P&I club format upon Seller’s request, for delivery of the Parcel against non-presentation of the original bills of lading. Seller will in turn issue a back to back Letter of Indemnity in the same format to the ship owner. Any delay by Seller, master of the vessel, or vessel’s agents in performing the requirements of this Section 4.13 shall not count as Laytime or time on Demurrage.

4.14 Transhipment to Receiving Works

All Concentrate delivered to Buyer under this Agreement shall be smelted at the Receiving Works. Buyer will arrange for, and assumes and will pay for all costs, risks, expenses and liabilities with respect to, the handling, storage, weighing, and sampling of each Parcel following its discharge from the vessel at the Discharge Port and with respect to the transhipment thereof from the Discharge Port to the Receiving Works.

ARTICLE 5. TITLE AND RISK OF LOSS

5.1 Seller’s Warranties on Title

Seller has good and marketable title to the Concentrate, free and clear of all liens and encumbrances other than any lien or encumbrance on such Concentrate for the benefit of the Finance Parties. Upon transfer of title to a particular Parcel to Buyer in accordance with Section 5.2, Buyer shall receive good and marketable title to such Parcel, free and clear of all liens and encumbrances.

5.2 Title and Risk of Loss

Risk of loss of, or damage to, a Parcel passes from Seller to Buyer as that Parcel passes over the vessel’s rail at the Port of Loading. Title to a Parcel shall pass from Seller to Buyer upon Seller’s receipt of the Provisional Payment for such Parcel.

ARTICLE 6. INSURANCE

Seller shall obtain and pay for insurance for each Parcel to be effective from the time such Parcel passes the ship’s rail at the Port of Loading until completion of discharge at the Port of Discharge. Such insurance shall cover 110% of the Provisional Invoice amount, subject to adjustment to 110% of Final Invoice amount and shall insure against all risks (as that term is generally understood in the industry), including wars, S.R.&C.C. (strikes, riot, civil commotion clause), spontaneous combustion, fire, and malicious damage, including Institute Cargo Clauses (A), Institute War Clauses (Cargo), Institute Strike Clauses (Cargo) to the extent commercially available. In case of valid claims, the Seller and Buyer shall extend co-operation to each other for settlement of such claims.

ARTICLE 7. PRICE

7.1 Compensation for Concentrate

The total compensation payable by Buyer to Seller for each Parcel (“Total Compensation”) shall equal:

(a) the sum of the Copper Payment, Gold Payment and Silver Payment; less

(b) the Deductions

relating to such Parcel.

7.2 Payable Copper and Payable Copper Price

(a) The “Payable Copper” in each DMT of Concentrate shipped hereunder shall be:

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(b) If the copper concentrate of a Parcel is *[Redacted]* the Parties will negotiate an appropriate adjustment to the Payable Copper to fairly reflect any negative financial or technical impact on Buyer attributable to the lower copper content.

(c) The Payable Copper shall be priced at the average (calculated to two decimal points) of the daily official LME Grade A Settlement quotations for copper quoted in Dollars, as published in the Metal Bulletin during the applicable Quotational Period but corrected to the official quotations in the event of printing errors (the “Payable Copper Price”).

7.3 Payable Gold and Payable Gold Price

(a) If the gold content of a Parcel is less than *[Redacted]* gram per DMT (“g/DMT”), there will be no Payable Gold with respect to such Parcel. If the gold content of a Parcel is *[Redacted]* g/DMT or more, then the Payable Gold with respect to such Parcel shall be that percentage of the gold content of each Parcel determined as follows (“Payable Gold”):

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(b) Payable Gold shall be priced at the average of the daily LBMA “Initial” and “Final” fixing prices for gold quoted in Dollars, as published in Metal Bulletin during the applicable Quotational Period, but corrected to the official quotations in the event of printing errors (the “Payable Gold Price”).

7.4 Payable Silver Payment and Payable Silver Price

If the silver content of a Parcel is less than *[Redacted]* g/DMT there will be no Silver Payment with respect to such Parcel. If the silver content of a Parcel is *[Redacted]* g/DMT or more,

Buyer shall pay for *[Redacted]*% of the contained silver in each such Parcel (“Payable Silver”) at a price equal to the average of the daily London Spot fine silver spot quotations for silver quoted in Dollars, as reported by the LMBA and published in Metal Bulletin during the applicable Quotational Period, but corrected to the official quotations in the event of printing errors (the “Payable Silver Price”).

7.5 Alternate Pricing

(a) Reference Price No Longer Published or Representative

(i) Metal Bulletin ceases to be published, or ceases to publish any quotation referred to in this Section for determining the prices for copper, gold and/or silver;

(ii) the LME has ceased to quote a price for copper or the LBMA has ceased to quote a fixing price for gold and/or silver, as the case may be; or

(iii) the quotations are no longer representative of the value then being obtained by non-integrated mines for copper, gold and silver contained in copper concentrates,

then upon written notice by Seller or Buyer to the other, Seller and Buyer shall promptly consult with each other with a view toward determining a new reference price consistent with the previous method for determining the Payable Copper Price, Payable Silver Price and Payable Gold Price, as the case may be, with respect to the Concentrate to be sold hereunder. If within 60 days after the date of any notice for consultation pursuant to Section 7.5(a), Seller and Buyer shall not have agreed on an alternate basis for determining the reference price of copper, gold and/or silver, as the case may be, either Seller or Buyer shall have the right to refer the matter to the Referee for resolution in accordance with Article 12.

(b) Quotation Currency

The prices of copper, gold and/or silver, if quoted in any currency other than Dollars by Metal Bulletin, shall be converted into Dollars using the average daily rate published by the Federal Reserve Board of the United States over the applicable Quotational Period for the purchase of Dollars using the currency quoted in Metal Bulletin. The average price for any such Quotational Period shall be calculated by totalling the Dollar equivalents of the daily prices and dividing such total by the number of pricing days in such period.

If either Party notifies the other pursuant to Section 7.5(a), Seller shall then have the right by written notice to Buyer to invoice provisionally at the applicable price(s) applied to the last previous Parcel sold hereunder prior to such written notice (the “Interim Price”) and Buyer shall thereafter pay on the basis of the Interim Price until:

(i) Seller and Buyer shall agree on a reference price for the metal(s) concerned; or

(ii) the Referee has finally determined the reference price(s) as provided in Section 7.5(a),

whichever event shall first occur.

Once agreement is reached or determination is made by the Referee any Parcels which were invoiced provisionally based on the Interim Price shall be promptly re-invoiced based on the new pricing basis for the metal(s) concerned.

7.6 Quotational Periods

The quotational period with respect to Payable Metals in any Parcel shall be (i) for copper, *[Redacted]* and (ii) for gold and silver, *[Redacted]* (each, a “Quotational Period”).

7.7 Deductions

The deductions (the “Deductions”) applicable to each Parcel shall be equal to the sum of the following:

(a) Copper Treatment and Refining Charges;

(b) Precious Metal Refining Charges

(d) Price Participation (if applicable as part of the Benchmark Reference Terms).

7.8 Market Related Terms

(a) With the exception of the Initial Period, Seller and Buyer shall negotiate in good faith and agree on the Market Related Terms for each Contract Year by December 31 of the immediately preceding Contract Year, or later if Benchmark Reference Terms for that Contract Year are unknown by that date. For the Initial Period, Seller and Buyer shall negotiate in good faith and agree on the Market Related Terms no later than 90 calendar days prior to the Start-up Date based on Benchmark Reference Terms for the year in which the Start-up Date occurs. The Market Related Terms for the Initial Period and for each Contract Year (as agreed by Seller and Buyer or determined by the Referee(s) in accordance with this Section 7.8 and Article 12) shall be Copper Treatment Charge, Copper Refining Charges and Copper price participation if applicable in line with the applicable terms annually negotiated and generally acknowledged as benchmark terms (including, to the extent relevant, price participation) (“Benchmark Reference Terms”) for the calendar year in which the Initial Period occurs, in the case of the Initial Period, and otherwise for the calendar year of the applicable Contract Year, *[Redacted]* or such other source as may be agreed by Buyer and Seller. For such purpose, consideration shall not be given to contracts between buyers and sellers of copper concentrates in which one party is a majority owner of or is able to

exercise control over the other, or to terms or special elements contained in contracts that are the product of the debt or equity financing arrangements for the particular mine or smelter involved.

(b) Market Related Terms for the Initial Period and for a Contract Year shall be applicable to the entire Annual Quantity to be delivered in that Initial Period or Contract Year. The Market Related Terms for the Initial Period and for a Contract Year agreed to in accordance herewith shall be promptly recorded in an addendum to this Agreement and such addendum shall thereupon form part of this Agreement and be binding upon Buyer and Seller.

(c) Should the Benchmark Reference Terms for a relevant period not be quoted by the sources referred to in Section 7.9(b) or should the Benchmark Reference Terms for a relevant period be quoted differently by any of such sources, then Buyer and Seller shall in good faith exchange information from other relevant sources to determine the Benchmark Reference Terms to be referenced for that period. If the Parties fail to agree within 30 days of Buyer or Seller commencing such exchange, then the determination of the Benchmark Reference Terms (but only for the relevant period) shall be submitted to the Referee(s) for resolution pursuant to Article 12.

(d) If Seller and Buyer have not agreed the Market Related Terms by:

(i) in the case of the Initial Period, the Start-up Date; or

(ii) in the case of any Contract Year, by April 30 of such Contract Year, then the determination of the Benchmark Reference Terms (but only for the relevant period) shall be submitted to the Referee(s) for resolution pursuant to Article 12.

(e) If Buyer and Seller have not reached an agreement on Market Related Terms for the Initial Period, then a provisional Copper Treatment and Refining Charge (and, if applicable, Price Participation as per the Benchmark Reference Terms) as determined by Seller will be used for invoicing and payment purposes on an interim basis until such time as the Market Related Terms have been agreed between Buyer and Seller or determined by the Referee(s).

(f) Until such time as the Market Related Terms for a Contract Year are known and agreed upon between the Seller and Buyer or determined by a Referee(s), the Market Related Terms applicable during the most recent Contract Year for which such terms have been agreed or determined hereunder, (or in the case of the First Contract Year, the Market Related Terms for the Initial Year) shall be used for invoicing and payment purposes on an interim basis.

(g) If any matter is to be referred to the Referee(s) in accordance with Section 7.8(e) or Section 7.8(f), prior to selection of Referee(s) pursuant to Section 12.1, Seller and Buyer shall exchange notices setting forth their final offer with respect to the Market Related Terms in question (the “Final Offer”) provided that if one Party has delivered its Final Offer to the other and the other has not

delivered its Final Offer to the first Party within 10 days, then the first Party can then submit the matter to Referee(s).

(h) Once agreement is reached or determination made by Referee(s) on the Market Related Terms for a relevant period, any shipments of Parcels forming part of the Annual Quantity for that period already invoiced on an interim basis shall be promptly re-invoiced based on the agreed or determined Market Related Terms for that period. Any payments required to be made by one party to the other pursuant to such re-invoicing shall be made within five Business Days after the date such revised invoices are issued.

(i) Alternatively, under favourable forward copper price spreads the Parties may agree in writing to fix Deductions for specified purposes without reference to Market Related Terms.

7.9 Precious Metal Refining Charges

The following silver and gold refining charges (the “Precious Metal Refining Charges”) shall apply to the Payable Silver and Payable Gold in each Parcel:

(a) The silver refining charge will be fixed at US$*[Redacted]* per ounce of Payable Silver throughout the Term;

(b) *[Redacted]*

7.10 *[Redacted]*