Sandfire Resources America : Long-Term Incentive Plan

SANDFIRE RESOURCES AMERICA INC.

(the "Company")

Long-Term Incentive Plan

SECTION 1

ESTABLISHMENT AND PURPOSE OF THE PLAN

The Company wishes to establish this long-term incentive plan ("Plan"). The purpose of this Plan is to promote the long-term success of the Company and the creation of shareholder value by: (a) encouraging the attraction and retention of Eligible Persons; (b) encouraging such Eligible Persons to focus on critical long-term objectives; and (c) promoting greater alignment of the interests of such Eligible Persons with the interests of the Company, in each case as applicable to the type of Eligible Person to whom an Award is granted.

This Plan provides for the grant of Restricted Share Units, Performance Share Units, Deferred Share Units, Stock Appreciation Rights and Options to Eligible Persons, as further described herein.

This Plan and the Restricted Share Units, Performance Share Units, Deferred Share Units, Stock Appreciation Rights and Options issuable under the Plan are subject to Policy 4.4 - Security Based Compensation of the Exchange (the "Policy").

This Plan is a "rolling up to 2.5%" security based compensation plan, permitting outstanding Incentive Securities in a maximum aggregate amount that is equal to 2.5% of the issued and outstanding Shares at the date of any Award.

SECTION 2

DEFINITIONS

As used in this Plan, the following terms shall have the meanings set forth below:

1. "Award" means any award of RSUs, PSUs, DSUs, Options or SARs granted under this Plan or, in the case of Options, any pre-existing stock option plan of the Company;
2. "Award Agreement" means any written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company as evidencing any Award granted under this Plan;
3. "Board" means the board of directors of the Company;
4. "Blackout Period" means an interval of time during which the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of publicly undisclosed confidential information pertaining to the Company;
5. "Cessation Date" means the effective date on which a Participant ceases to be an Eligible Person for any reason;
6. "Change of Control" means the occurrence of any one or more of the following events:
7. 1. a consolidation, reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Company and any one or more of its affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Company immediately prior to such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of

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such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 50% of the resulting voting rights (on a fully-diluted basis) of the Company or its successor;

1. the sale, exchange or other disposition to a person other than an affiliate of the Company of all, or substantially all of the Company's assets;
2. a resolution is adopted to wind-up, dissolve or liquidate the Company;
3. a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Company or upon the execution of a shareholders' resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change; or
4. any person, entity or group of persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Company which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Company's outstanding Voting Securities which may be cast to elect directors of the Company or the successor Company (regardless of whether a meeting has been called to elect directors);

For the purposes of the foregoing, "Voting Securities" means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Company, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities;

1. "Committee" means such committee of the Board performing functions in respect of compensation as may be determined by the Board from time to time;
2. "Company" means Sandfire Resources America Inc., a company incorporated under the Business Corporations Act (British Columbia), and any of its successors or assigns;
3. "Consultant" means a "Consultant" as defined in the Policy;
4. "Deferred Share Unit" or "DSU" means a right to receive on a deferred basis a payment in Shares as provided in Subsection 5.3 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;
5. "Determination Date" means a date determined by the Board in its sole discretion but not later than 90 days after the expiry of a Performance Cycle;
6. "Director" means a "Director" as defined in the Policy;
7. "Disability" means any disability with respect to a Participant which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Participant from:

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1. 1. being employed or engaged by the Company, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or its subsidiaries; or
   2. acting as a Director or Officer;
2. "Discounted Market Price" means "Discounted Market Price" as defined in Policy 1.1
   - Interpretation of the TSX Venture Exchange;
3. "DSU Payment Date" has the meaning set out in Subsection 5.3.5;
4. "Effective Date" has the meaning set out in Section 8;
5. "Election Form" means the form to be completed by a Director specifying the amount of Fees he or she wishes to receive in DSUs under this Plan;
6. "Eligible Person" means a Director, Officer, Employee, Management Company Employee or Consultant of the Company or a subsidiary of the Company, or an Eligible Charitable Organization;
7. "Employee" means an "Employee" as defined in the Policy;
8. "Exchange" means the TSX Venture Exchange and, if applicable, any other stock exchange on which the Shares are listed;
9. "Exchange Hold Period" means "Exchange Hold Period" as defined in Policy 1.1 - Interpretation of the TSX Venture Exchange;
10. "Extension Period" has the meaning set out in Section 5.4.5;
11. "Fees" means the annual board retainer, chair fees, meeting attendance fees or any other fees payable to a Director by the Company;
12. "Grant Date" means, for any Award, the date specified in an Award Agreement as the date on which an Award is granted;
13. "Incentive Securities" means the Options, DSUs, RSUs, PSUs and SARs issuable to any Participant under this Plan or, in the case of Options, any pre-existing stock option plan of the Company;
14. "Insider" means an "Insider" as defined in Policy 1.1 - Interpretation of the TSX Venture Exchange;

1. "Investor Relations Activities" means "Investor Relations Activities" as defined in Policy 1.1 - Interpretation of the TSX Venture Exchange;
2. "Investor Relations Service Provider" means "Investor Relations Service Provider" as defined in the Policy;
3. "Management Company Employee" means a "Management Company Employee" as defined in the Policy;
4. "Market Price" of Shares at any Grant Date means the market price per Share as determined by the Board, provided that if the Company is listed on an Exchange, such price shall not be less than the market price determined in accordance with the rules of

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such Exchange;

1. "Officer" means an "Officer" as defined in the Policy;
2. "Option" means an option to purchase Shares granted pursuant to, or governed by, this Plan and any pre-existing stock option plan of the Company;
3. "Option Plan" means the Company's Stock Option Plan dated September 22, 2021, as may be amended or restated from time to time;
4. "Participant" means any Eligible Person to whom Awards are granted;
5. "Participant's Account" means a notional account maintained for each Participant's participation in this Plan which will show any Incentive Securities credited to a Participant from time to time;
6. "Performance Criteria" means criteria established by the Board which, without limitation, may include criteria based on the Participant's personal performance and/or financial performance of the Company and its Subsidiaries, and that are to be used to determine the vesting of the PSUs;
7. "Performance Cycle" means the applicable performance cycle of the PSUs as may be specified by the Board in the applicable Award Agreement;
8. "Performance Share Unit" or "PSU" means a right awarded to a Participant to receive a payment in Shares as provided in Section 5.2 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;
9. "Person" means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or governmental authority or body;
10. "Restriction Period" means the time period between the Grant Date and the Vesting Date of an Award of RSUs specified by the Board in the applicable Award Agreement, which is subject to the requirements of this Plan with respect to vesting;
11. "Restricted Share Unit" or "RSU" means a right awarded to a Participant to receive a payment in Shares as provided in Subsection 5.1 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;
12. "Retirement" means retirement from active employment with the Company or a subsidiary of the Company with the consent of an Officer;
13. "Security Based Compensation" means "Security Based Compensation" as defined in the Policy;
14. "Security Based Compensation Plans" has the meaning set out in Subsection 4.1.1;
15. "Stock Appreciation Right" or "SAR" means a right awarded to a Participant to receive a payment in Shares as provided in Subsection 5.5 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;
16. "SAR Amount" has the meaning set out in Subsection 5.5.3;
17. "SAR Grant Price" has the meaning set out in Subsection 5.5.2;
18. "Securities Act" means the Securities Act (British Columbia), as amended from time to

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time;

1. "Shares" means the common shares of the Company;
2. "Trading Day" means any date on which the Exchange is open for trading; and
3. "Vesting Date" means, for any Award, the date when the Award is fully vested in accordance with the provisions of this Plan and the applicable Award Agreement.

SECTION 3

ADMINISTRATION

1. BOARD TO ADMINISTER PLAN. Except as otherwise provided herein, this Plan shall be administered by the Board and the Board shall have full authority to administer this Plan, including the authority to interpret and construe any provision of this Plan and to adopt, amend and rescind such rules and regulations for administering this Plan as the Board may deem necessary in order to comply with the requirements of this Plan.
2. DELEGATION TO COMMITTEE. All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be delegated to and exercised by the Committee or such other committee as the Board may determine.
3. INTERPRETATION. All actions taken and all interpretations and determinations made or approved by the Board in good faith shall be final and conclusive and shall be binding on the Participants and the Company, subject to any required approval of the Exchange.
4. NO LIABILITY. No Director shall be personally liable for any action taken or determination or interpretation made or approved in good faith in connection with this Plan and the Directors shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of this Plan and of the rules and regulations established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of the Company.

SECTION 4

SHARES AVAILABLE FOR AWARDS

4.1 LIMITATIONS ON SHARES AVAILABLE FOR ISSUANCE.

1. The maximum aggregate number of Shares issuable in respect of all Incentive Securities granted or issued under this Plan and all of the Company's other previously established or proposed Security Based Compensation plans to which these limitations apply under Exchange policies (collectively, "Security Based Compensation Plans"), at any point in time, shall not exceed 2.5% of the total number of issued and outstanding Shares on a non-diluted basis at such point in time.
2. The maximum aggregate number of Shares issuable to any one Consultant in any twelve
3. 1. month period in respect of all Incentive Securities granted or issued under Security Based Compensation Plans shall not exceed two percent (2%) of the issued and outstanding Shares on a non-diluted basis on the Grant Date.
4. The maximum aggregate number of Shares issuable to any one Participant in any twelve
5. 1. month period in respect of all Incentive Securities granted or issued under Security Based Compensation Plans shall not exceed five percent (5%) of the issued and