Exhibit 99.3

PRIVATE & CONFIDENTIAL

NUTON TECHNOLOGIES COLLABORATION AGREEMENT

FOR THE GUNNISON PROJECT

EXCELSIOR MINING ARIZONA INC.,

GUNNISON COPPER CORP.,

AND

NUTON LLC

DATED February 28, 2025

TABLE OF CONTENTS

NUTON TECHNOLOGIES COLLABORATION AGREEMENT
FOR THE GUNNISON PROJECT

THIS NUTON TECHNOLOGIES COLLABORATION AGREEMENT (this “Agreement”) is dated as of this February 28, 2025 (the “Effective Date”), between:

WHEREAS Excelsior owns and operates the Johnson Camp Mine and other related copper projects in Cochise County, Arizona (the “JCM”);

WHEREAS on December 13, 2022, Excelsior Arizona and Nuton entered into that certain Nuton Technologies Collaboration Agreement, pursuant to which Excelsior Arizona and Nuton confirmed their mutual desire to exploit copper sulphides and transition materials from the JCM open pit and other Excelsior copper projects more efficiently and effectively and in an economically and environmentally responsible manner;

WHEREAS Nuton has developed the Nuton^TM Technologies (as defined below), an extensive portfolio of advanced copper heap leaching technologies targeted at primary sulphide ores (particularly low-grade deposits) which may not otherwise be economically amenable to processing using traditional leaching technologies;

WHEREAS on July 28, 2023, Excelsior Arizona, Nuton and Gunnison (together the “Parties” and each a “Party”) entered into that certain Option Agreement, pursuant to which Excelsior granted Nuton an exclusive option to own an initial 49% ownership interest in a joint venture vehicle formed for the purposes of conducting certain exploration and mining operations at the JCM (the “JCM Option Agreement”);

WHEREAS on June 17, 2024, the Parties entered into that certain Nuton Technologies Demonstration Agreement, pursuant to which the Parties agreed to implement the Stage 2 Work Program (as defined therein) and to further test the Nuton Technologies at the JCM (the “JCM Demonstration Agreement”, and together with the JCM Option Agreement, the “JCM Agreements”);

WHEREAS in addition to and separate from JCM, Excelsior owns and operates the Gunnison Project (as defined herein) in Cochise County, Arizona;

AND WHEREAS the Parties now wish to enter into this Agreement with respect to, amongst other things, a strategic collaboration to complete a Stage 1 Viability Testing Program (as described in Schedule A to this Agreement) using samples collected from the Gunnison Project to determine whether the Nuton Technologies would be a commercially-viable copper leaching option for sulphides at the Gunnison Project, and, if such commercial viability is demonstrated, work toward the negotiation and execution of a commercial arrangement through a joint venture or other structure, as agreed, related to the commercial exploitation of the Nuton Technologies at the Gunnison Project.

NOW THEREFORE in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is irrevocably acknowledged, it is agreed by and between the Parties as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Section 1.1. Definitions.

As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means any Entity that, whether directly or indirectly, controls, is controlled by, or which is under the same management or control of, a Party, and their respective Representatives. In the case of Nuton, an Affiliate shall include any Entity that, whether directly or indirectly, controls, is controlled by, or which is under the same management or control of either Rio Tinto Limited (ABN 96 004 458 404) or Rio Tinto plc (Company No. 719885), and their respective Representatives. For purposes of this definition, “control” (and its derivations) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an Entity, whether through the ownership of voting securities, by contract or otherwise;

“Alternative Technology Transaction” means, directly or indirectly, any agreement or contract relating to processing methods for primary and secondary sulphides at the Gunnison Project including, without limitation, any agreement (or the amendment, including extensions or modifications, to any existing agreement), partnership, transaction or other understanding of any kind concerning, relating to, or pertaining to, any copper heap-leach related technologies relating to the sulphide component of the Gunnison Project, whether for the purpose of testing an Entity’s technology, entering into a potential commercial transaction, developing a technology for processing sulphides or otherwise, including any testing program or other exploratory processing operations. For greater certainty Alternative Technology Transaction does not include any transactions related to ore sorting or mineral sorting;

“Business Day” means a day (other than a Saturday or Sunday or a public holiday) when commercial banks are open for ordinary banking business in Salt Lake City, Utah, United States of America and Phoenix, Arizona, United States of America;

“Confidentiality Agreement” means that certain Non-Disclosure Agreement - Mutual with a commencement date of September 26, 2022, between Nuton and Excelsior Arizona;

“Derive” means to develop, invent, discover, create, synthesize, conceive, reduce to practice, design or otherwise generate (whether solely by a Party or its Personnel or jointly by the Parties or their Personnel).

“Entity” means any individual, general partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), limited liability company, corporation, joint venture, trust, business trust, cooperative, association or any foreign trust or foreign business organization;

“Excess” has the meaning given to it in Section 2.7(a)(v);

“Exclusivity Period” has the meaning given to it in Section 2.3;

“Exercise Period” has the meaning given to it in Section 2.4(b);

“GN Tax Partnership” means the tax partnership formed under the TPA;

“Gunnison Project” means the ownership or other rights Excelsior has to certain patented mining claims, unpatented mining claims and other properties located in Cochise County, Arizona together with rights appurtenant to those claims, including water rights and personal property, comprising what commonly is known as the Gunnison Project, as described in set forth on Schedule B to this Agreement;

“Intellectual Property Rights” or “IPR” means any and all intellectual property and industrial design rights, whether protected, created or arising under the laws of the United States or any foreign jurisdiction, including the following: (i) patents (including in any country of the world, any existing or future patent, patent application, divisional, reissue, re-examination, continuation, continuation-in-part applications and/or addition patent or patent application thereof, or any extension of such patent, as for example, supplemental protection certificates or applications thereof) (collectively, “Patent Rights”); (ii) copyrights, mask work rights, database rights and design rights, whether or not registered, published or unpublished, and registrations and applications for registration thereof, and all rights therein whether provided by international treaties or conventions or otherwise; (iii) trade secrets; (iv) moral rights; and (v) other applications and registrations related to any of the rights set forth in the foregoing sections (i) – (iv) above which subsist now or will subsist in the future; provided, however, that as used in this Agreement, the term “Intellectual Property Rights” expressly excludes trademarks, service marks, trade names, service names, corporate names, trade dress, logos, and other identifiers of source, including all goodwill associated therewith and all common law rights, registrations and applications for registration thereof, and all rights therein provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, and all intellectual property rights arising from or in respect of domain names, domain name registrations and reservations (“Trademarks”);

“JCM” has the meaning given to it in the Recitals;

“JCM Agreements” has the meaning given to it in the Recitals;

“JCM Demonstration Agreement” has the meaning given to it in the Recitals;

“JCM Option Agreement” has the meaning given to it in the Recitals;

“JCM Stage 2 Amendments” has the meaning given to it in ARTICLE 3;

“Know How” means information, knowledge, discoveries, protocols, processes, procedures and techniques, whether or not in the public domain;

“Material Terms” has the meaning given to it in Section 2.4(c);

“Nebari Facility” has the meaning given to it in Section 2.7(a)(ii);

“Nuton^TM Technologies” or “Nuton Technologies” means the proprietary copper heap leach related processing and modelling technologies, methodologies, and Know-How, and all IPR therein, including without limitation the technologies described in the issued patents and pending patent applications, in each case which are owned or licensed from a Third Party by Nuton or its Affiliates and are in existence as of the Effective Date, or which are Derived, acquired by or licensed from a Third Party by Nuton or its Affiliates after the Effective Date.

“Offer Notice” has the meaning given to it in Section 2.4(c);

“Party” or “Parties” has the meaning given to it in the Recitals;

“Payment” has the meaning given to it in Section 2.6;

“Representative” means a Party’s or its Affiliate’s officers, directors, partners, members, employees, attorneys, accountants, professional advisors, consultants, contractors (including sub-contractors), agents and representatives;

“Restricted Transaction” has the meaning given to it in Section 2.4;

“ROFO Offer” has the meaning given to it in Section 2.4(c);

“ROFO Period” has the meaning given to it in Section 2.4;

“Site” has the meaning given to it in Section 2.2;

“Stage 1 Viability Testing Program” has the meaning given to it in Section 2.1(1); and

“TPA” has the meaning given to it in Section 2.7.

Section 1.2. Time of Day and Date.

Any references to time of day or date means the local time or date in Salt Lake City, Utah unless otherwise specified.

Section 1.3. Conflicts.

If there is any conflict or inconsistency between a provision of the body of this Agreement and that of any document delivered pursuant to this Agreement, the provision of the body of this Agreement shall prevail.

ARTICLE 2

NUTON TECHNOLOGIES COLLABORATION AT THE GUNNISON PROJECT

Section 2.1. Stage 1 Viability Testing Program

but excludes information:

Section 2.2. Information and Access Rights.

Section 2.3. Exclusive Sulphide Processing Technology at Gunnison Project.

During the Exclusivity Period, the Nuton Technologies shall be the sole processing method considered by Excelsior for sulphides at the Gunnison Project. Excelsior hereby agrees that, during the period commencing as of the date hereof and ending upon the conclusion of the Stage 1 Viability Testing Program (the “Exclusivity Period”), Excelsior shall not, and shall not authorize or permit any of its Affiliates or Representatives (in each case who has received any of the Information) to, directly or indirectly: (i) solicit, initiate, or take any action to facilitate or encourage any inquiries or the making of any proposal from a person or group of persons other than Nuton and its Affiliates that may constitute, or could reasonably be expected to lead to, an Alternative Technology Transaction; (ii) enter into or participate in any discussions or negotiations with any person or group of persons other than Nuton and its Affiliates regarding an Alternative Technology Transaction; (iii) furnish any non-public information relating to Excelsior or any of its subsidiaries, assets, or businesses, or provide access to the assets, business, properties, books, or records of Excelsior or any of its subsidiaries to any person or group of persons other than Nuton, its Affiliates and its and their Representatives, in all cases for the purpose of assisting with or facilitating an Alternative Technology Transaction; (iv) specifically pertaining to Excelsior’s employees, serve as an advisor, on the board or otherwise consult with any third party developing any copper heap leach related technologies for sulfide ores; or (v) enter into an Alternative Technology Transaction or any agreement, arrangement, or understanding, including, without limitation, any letter of intent, term sheet, or other similar document, relating to an Alternative Technology Transaction. Effective immediately, Excelsior shall, and shall cause its Representatives to, terminate any and all existing discussions or negotiations with any person or group of persons other than Nuton and its Affiliates regarding an Alternative Technology Transaction. During the Exclusivity Period, Excelsior shall promptly notify Nuton of the receipt of any oral or written offer, indication of interest, proposal, or inquiry relating to an Alternative Technology Transaction, such notice to include the material terms thereof, including the identity of the person or group of persons involved. Excelsior shall promptly furnish Nuton with a copy of any written offer or other information that it receives relating to an Alternative Technology Transaction and shall keep Nuton fully informed on a current basis of any modifications to such offer or information. The Parties hereto acknowledge that a breach of this Section 2.3 would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Excelsior hereby agrees that Nuton may seek equitable relief in the event of any breach or threatened breach of this Section 2.3, including injunctive relief against any breach thereof and specific performance of any provision thereof, in addition to any other remedy to which Nuton may be entitled.

Section 2.4. Right of First Offer.

During the period beginning on the Effective Date hereof and ending on the Termination Date (as defined in the JCM Demonstration Agreement) (the “ROFO Period”), Excelsior shall not, directly or indirectly, enter into any agreement, offer to enter into any agreement, negotiate with, or consummate any transaction relating to the use and/or purchase of: (i) any excess capacity at the SX/EW Plant (as defined in the JCM Option Agreement); or (ii) any infrastructure existing on or at (A) the Mining Assets (as defined in the JCM Option Agreement) or (B) the Gunnison Project; in each case of (i)-(ii) with any Entity other than Nuton (each a “Restricted Transaction”) except in compliance with the terms and conditions of this Section 2.4.

The restrictions in Section 2.4 shall not apply to a corporate transaction involving the purchase and sale of equity securities of Excelsior.

Section 2.5. Exclusivity over Exploration

The Parties or their Affiliates hereby agree to negotiate, in good faith, the terms of an exclusive exploration agreement (and/or such other agreement(s)) in relation to the Mining Assets as defined in the JCM Agreements and the Gunnison Project, with an exclusivity period of no less than 3 years and no more than 5 years, and which shall include, without limitation, a specified work program, costs and timeframes. Such exploration agreement shall survive a change in control of Excelsior Arizona or Gunnison unless Nuton or one of its Affiliates who is a party to the exploration agreement provides its advance written consent to terminate the exploration agreement.

Section 2.6. Lump Sum Payment.

In consideration for the matters set forth in Section 2.1 through Section 2.4 herein, on or before March 14, 2025, and subject to Nuton’s receipt of its internal corporate approvals, Nuton shall pay to Excelsior Arizona the sum of $3,000,000 (Three Million Dollars) by wire transfer or automated clearing house to an account designated in writing by Excelsior to Nuton for Excelsior’s direct costs related to the Stage 1 Viability Testing Program (the “Payment”), which Payment shall result in Nuton having a deemed distribution entitlement in the amount of $3,000,000 separate from and preferential to all other distribution rights that Nuton and Excelsior Arizona may have under the Agreement or the JCM Agreements (the “Preferred Entitlement”), and which Preferred Entitlement is intended to be satisfied pursuant to Section 2.7(a)(iv) below. Excelsior shall set aside a reserve from the Payment in an amount sufficient to cover Excelsior’s direct costs related to the Stage 1 Viability Testing Program and the required payments due to Nebari on a monthly basis for the remainder of the 2025 calendar year (the “Reserve”). If, after the Reserve there are remaining funds from the Payment, then Excelsior can use the Payment for general corporate expenses.

Section 2.7. Allocation of Section 48C Credit.

Concurrent with the Effective Date of this Agreement, Excelsior Arizona and Nuton are signing a Tax Partnership Agreement, which allocates certain tax credits with respect to the activities of the Parties under this Agreement and under the JCM Agreements (“TPA”). The TPA includes the below requirements, among other requirements and obligations. In the event of a conflict between the terms of this Section 2.7 and the terms of the TPA, the terms of this Section 2.7 below shall control in all instances other than the tax treatment of any item below for which the TPA shall control.

(i) Excelsior having fulfilled on a commercially reasonable efforts basis, no later than December 31, 2025 (unless otherwise agreed between the Parties), each of the Section 48C tax certification requirements to the satisfaction of the U.S. Internal Revenue Service; and

(ii) the execution and delivery to Nuton of a restructuring agreement (or such other agreement) regarding the credit facility in effect between Excelsior and Nebari Holdings (or its Affiliate), in such form satisfactory to Nuton, acting reasonably (such facility, the “Nebari Facility”), provided that if the restructuring agreement provides for a reduction of the principal amount of the Nebari Facility to $7.5 million or less and extends the maturity date of the Nebari Facility to December 31, 2029 or later without conditions other than documentation, it shall be deemed satisfactory,

then, Nuton or one of its Affiliates on behalf of the GN Tax Partnership shall promptly thereafter initiate a brokered sale of the Section 48C tax credit to a third party and, upon receipt of the proceeds of such sale, distribute such proceeds as follows:

(iii) Nuton and its Affiliates to be reimbursed first for any costs related to the Section 48C Tax Credit, including for Ernst & Young and any other tax consultant, the program manager retained by Gunnison to manage the Section 48C certification requirements, costs associated with the brokered sale of the Section 48C Tax Credit and any other costs related to obtaining, certifying and selling the Section 48C Tax Credit;

(iv) the next $3,000,000 (Three Million Dollars) shall be retained by Nuton (or its Affiliates) in satisfaction of the Preferred Entitlement, and such amount shall not, for the avoidance of doubt, be deemed as recoupment of the Stage 2 Work Program Funding under Section 2.4 of the JCM Option Agreement; and

(v) the balance to Excelsior Arizona, which shall be used solely for purposes of repayment of the remaining principal balance of the Nebari Facility; provided that, to the extent such balance exceeds $6,250,000 (Six Million Two Hundred and Fifty Thousand Dollars) (such amount of excess, the “Excess”), Excelsior may use, with Nuton’s prior written consent, the Excess for other corporate purposes.

ARTICLE 3

EXTENSION TO STAGE 2 WORK PROGRAM AT JCM

The Parties shall continue to assess the business case for the extension of the Stage 2 Work Program (as defined in the JCM Agreements) and the Parties shall negotiate and finalize, in good faith, appropriate amendment(s) to the Stage 2 Work Program, the Stage 2 Work Program Budget, the Stage 2 Work Program Funding, and/or other terms of the JCM Agreements as the Parties may agree (together, the “JCM Stage 2 Amendments”). To achieve the foregoing, the Parties agree to use good faith efforts to complete the following milestones, provided that the Parties agree that the Management Committee, as defined in the JCM Option Agreement, has the right to extend or adjust the timing or content of the following milestones:

ARTICLE 4

MISCELLANEOUS

Section 4.1. Authority; Effect.

Each Party represents and warrants to and agrees with each other Party that the execution and delivery of this Agreement and the completion of their respective obligations under this Agreement have been duly authorized on behalf of such Party and do not violate any agreement or other instrument applicable to such Party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership between the Parties, or to constitute any of such Parties members of a joint venture or other association.

Section 4.2. Notices.

Any notices, requests, demands, designations and other communications required or permitted pursuant to this Agreement shall be effective if in writing and (i) delivered personally, (ii) sent by e-mail, or (iii) sent by overnight courier, in each case, addressed as follows:

Excelsior Mining Arizona Inc

Concord Place

2999 N. 44th St, Suite 300

Phoenix, AZ, USA 85018

Attention: Stephen Twyerould

E-mail: [REDACTED: Personal Information]

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

[REDACTED: Personal Information]

Nuton LLC

4700 Daybreak Parkway

South Jordan, Utah

84009

Attention: Melanie Grayson

E-mail. [REDACTED: Personal Information]

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

[REDACTED: Personal Information]

Unless otherwise specified herein, such notices or other communications shall be deemed to have been delivered (a) on the date received, if personally delivered; (b) on the date received if delivered by e-mail on a Business Day before 5:00 p.m. Mountain Time, or if not delivered on a Business Day or after 5:00 p.m. Mountain Time on a Business Day, on the first Business Day thereafter; and (c) two Business Days after being sent by overnight courier.

Section 4.3. Termination and Effect of Termination.

Section 4.4. Confidentiality.

The Confidentiality Agreement is incorporated by reference in full into this Agreement and applies to this Agreement, in particular, Clause 3 (Permitted Disclosure), Clause 4 (Mandatory Disclosure); Clause 5 (Return or Destruction of Information) and Clauses 6.3 and 6.5 (Enforcement, Remedies and Termination) thereof. Gunnison acknowledges and agrees that, for purposes of this Agreement, it shall be bound by, and shall adhere to the terms of, the Confidentiality Agreement, as if it was a party thereto.

Section 4.5. Public Announcements.

The Parties will work collaboratively on any press release, public statement or announcement or other public disclosure with respect to this Agreement should Excelsior desire to issue any such public announcement, and any such public announcement shall require joint approval by Nuton and Excelsior, acting reasonably and in consideration of requirements under applicable law.

Section 4.6. Assignment.

No Party may assign or transfer this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Parties, provided that a Party may without the consent of the other Parties, assign or transfer this Agreement or any of its rights or obligations under this Agreement to any Affiliate.

Section 4.7. Amendments.

This Agreement may not be orally amended, modified, or extended. This Agreement may be amended, modified or extended only by an agreement in writing signed by each of the Parties. Each such amendment, modification or extension shall be binding upon each Party.

Section 4.8. Waiver.

Except as expressly provided in this Agreement, no waiver of any provision or of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give such waiver and, unless otherwise provided in such written waiver, shall be limited to the specific provision or breach waived. No waiver by a Party of any provisions or of any breach of any term, covenant, representation or warranty contained in this Agreement, in one or more instances, shall be deemed to be or construed as a further or continuing waiver of that or any other provision (whether similar) or of any breach of that or any other term, covenant, representation or warranty contained in this Agreement.

Section 4.9. Governing Law.

This Agreement shall be governed by and construed in accordance with the federal laws of the State of Delaware (without giving effect to any conflict of laws principles thereunder) as to any Intellectual Property Rights issues arising from or related to this Agreement and each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Delaware except that the foregoing jurisdictional requirements does not apply to any action for urgent interlocutory, injunctive, or equitable relief, and as to any other issues, the laws of the State of Arizona and the federal laws of the United States of America as applicable therein and each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Arizona except that the foregoing jurisdictional requirements does not apply to any action for urgent interlocutory, injunctive, or equitable relief.

Section 4.10. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the matters contemplated and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties related to such matters with the exception of the Confidentiality Agreement, which is fully incorporated into this Agreement subject to the terms of this Agreement, and the JCM Agreements. There are no representations, warranties, covenants, conditions or other agreements express or implied, collateral. statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into this Agreement.

Section 4.11. Successors and Assigns.

This Agreement becomes effective only when executed by each of the Parties. After that time, it is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.

Section 4.12. Counterparts.

This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by email or other electronic means is as effective as a manually executed counterpart of this Agreement.

Section 4.13. Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect. The Parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic and substantive effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

Section 4.14. No Partnership.

Nothing contained in this Agreement shall be deemed to constitute a Party being the partner of any other or, except as otherwise expressly provided, to constitute a Party being the agent or legal representative of any other or to create any fiduciary relationship between them. The Parties do not intend to create, nor shall this Agreement be construed to create, any mining, commercial or other partnership. No Party shall have any authority to act for or to assume any obligation or responsibility on behalf of any other Party, except as otherwise expressly provided herein.

[Signature Page Follows]

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the day and year first above written.

SCHEDULE A

[REDACTED: Confidential and commercially sensitive details of the Stage 1 Viability Testing Program.]

SCHEDULE B

The Gunnison Project

The Gunnison Project includes all real property and property rights commonly known as the “Gunnison Copper Project”, situated in Cochise County, Arizona, together with all patented mining claims, unpatented mining claims, extralateral rights, water rights, personal property and appurtenances, and all fixtures, stockpiles, leach heaps, dumps and tailings situated thereon, and includes, but is not limited to:

BLM Claims

Gunnison Project

Form 43-101F1 Technical Report

State Permits

Gunnison Project

Form 43-101F1 Technical Report

State Mineral Lease

Permit Number 11-53946 Sec. 36 Rent: $11,964.75 Minimum Royalty: $6,381.20 Due: June 16 each year

Lease expires 6-15-2034

Connie Johnson Deed

All mines and minerals in and under Section 31, Township 15 South, Range 23 East, Gila and Salt River Base and Meridian, containing 615.52 acres, more or less; together with the power to take all usual, necessary or convenient means for working, getting, laying up, dressing, making merchantable, and taking away the said mines and minerals, and also for the above purposes, or for any other purposes whatsoever, to make and repair tunnels and sewers, and to lay and repair pipes for conveying water to and from any manufactory or other building as reserved in that certain Warranty Deed from Hetty Wilson Johnson (formerly Hetty G. Wilson) and Conner Johnson, her husband, to Tom Adams and Lizzie E, Adams, husband and wife, dated May 19, 1943, and recorded at Book 136 Deeds of Real Estate, pages 123, 124 in the Office of the Cochise County, Arizona Recorder.

Fee Simple Land

The mineral rights and other interests in the following parcels located in Cochise County, Arizona, as more specifically described in Exhibit A to the Option:

Parcel A: The mineral estate only in approximately 39.06 acres of land in Section 19, T. 16 S., R. 23 E. and Sections 24 and 25, T. 16 S., R 22 E.

Parcel D: The property in approximately 14.24 acres of land in Section 19, T. 16 S., R. 23 E. and Section 25, T. 16 S., R 22 E.

Parcel E: The property in approximately 4.28 acres of land in Section 19, T. 16 S., R. 23 E.

Parcel F: The property in approximately 15.29 acres of land in Section 25, T. 16 S., R. 22E. (save and excluding a 15-foot easement along the northern boundary of Parcels D and E)

Optioned Land

Smith Option

The following property under option pursuant to the Short Form Option Agreement dated September 16, 2022 between Excelsior Mining Arizona, Inc., Smith Shane & Jolyn Revocable Trust, Durham Robert Carl & Nadine M Fam Rev Trust and Robert Carl Durham & Nadine M. Durham:

Gunnison Project

Form 43-101F1 Technical Report

Bowlin Option

The following property under option pursuant to the Short Form Option Agreement dated January 3, 2023 between Excelsior Mining Arizona, Inc. and Bowlin Travel Centers, Inc.:

Gunnison Project

Form 43-101F1 Technical Report

The eastern portion of parcel 20882001 consisting of approximately 37.2 acres as shown on the map below.

Parcel 20820006 consisting of approximately 18.2 acres and the remaining western portion of Parcel 20882001 consisting of approximately 28.4 acres, both shown in yellow on the map below.

Benson Option

The following property under option pursuant to the Option to Purchase Agreement dated November 12, 2024 between Excelsior Mining Arizona, Inc., Benson 1550 LLC, Benson 5200 LLC, Viel Gluck, LLC, Ben Fatto, LLC, Piemonteis Direct, LLC, Peterben Vigna, LLC, Benton Vigna, LLC and La Romana Direct, LLC: