Aris Gold Corporation and MDC Industry Holding Company LLC will enter into a comprehensive joint venture agreement to govern the joint venture company through which environmental licensing, project development and construction, and mine operation of Soto Norte will be undertaken. Aris Gold will be the project operator, and the joint venture partners will share project costs on a pro-rata ownership basis. Other highlights include: Cash payments of $100 million from Aris Gold to Mubadala for a 20% interest in the joint venture company and Minesa, with closing of the Transaction expected to occur in April 2022 following satisfaction of customary closing conditions.

The cash payments are structured in two tranches with $50 million at closing and $50 million within 12 months of closing. Aris Gold has the option to acquire an additional 30% interest in the joint venture company and Minesa for a cash payment of $300 million (the Option). Aris Gold may exercise the Option at any time prior to the earlier of a) 10 weeks following receipt of the ESIA approval from ANLA for development of the Soto Norte Project or b) 42 months after closing (Option Expiry Date).

The drafting, submission, and approval process for a new ESIA is expected to take approximately two years. In the event Aris Gold does not exercise the Option prior to the Option Expiry Date, Mubadala may repurchase Aris Gold's 20% interest in the joint venture company at a price equal to the aggregate amount invested by Aris Gold up to that point (i.e., the initial cash payments and paid cash calls). Following the start of commercial operations, the joint venture partners intend to invest in long-term strategic exploration programs designed to expand the current mineral resources, upgrade mineral resource classification to support the conversion to mineral reserves and extend the mine life.

In consideration of the exploration potential at Soto Norte, Mubadala is retaining a precious metals streaming interest on 7.35% of payable gold and 100% of payable silver. The stream will only apply to incremental production after the first 5.7 Moz gold have been produced which is expected to be achieved following depletion of the current mineral reserves and approximately 30% of the current Indicated mineral resource. Following the 5.7 Moz gold production threshold, Aris Gold's ownership in the joint venture may be decreased based on a remaining life of mine valuation formula that assigns a portion of the economic burden of the precious metals streaming to Aris Gold's joint venture interest, rather than Mubadala.

Aris Gold has the option to avoid this future potential ownership dilution by paying the stream burden valuation amount to Mubadala. Aris Gold and Mubadala will advance the Soto Norte project with consideration of the Equator Principles and the IFC's Performance Standards.