PPX Mining Restructures Its GOLD and Silver Purchase Agreement with Rivi Opportunity Fund LP

NEWS RELEASE; TSX.V PPX; BVL PPX

PPX MINING RESTRUCTURES ITS GOLD AND SILVER

PURCHASE AGREEMENT WITH RIVI OPPORTUNITY

FUND LP

Toronto – February 21, 2023 – PPX Mining Corp. (the “ Company ” or “ PPX ”) is pleased to

announce that it has entered into an amended and re stated gold and silver purchase agreement

(the “ Amended and Restated GPA ”) with RIVI Opportunity Fund LP (“ RIVI ”), whereby the

Company and RIVI have agreed, subject to receipt of TSX Venture Exchange approval, to

restructure the Company’s streaming and payment obl igations under the original gold and silver

purchase agreement dated October 10, 2016 between t he Company and RIVI, as amended

(the “ Original GPA ”).

The Amended and Restated GPA provides for the following material changes to the Original GPA:

• Convertible Debenture: The due and outstanding bal ance of US$ 5,399,946 owing to

RIVI under the Original GPA as at September 30, 202 2 will be entirely satisfied by the

issuance by the Company of a secured convertible de benture to RIVI for this amount

(the “ Convertible Debenture ”). The Convertible Debenture will mature on the t hird

anniversary of the date of issue and bears interest at a rate of 5% per annum, payable semi-

annually. RIVI may convert all or any part of the principal amount outstanding into

common shares in the capital of the Company (the “ Shares ”), at a conversion price of

US$0.04 per Share (subject to adjustment), subject to a restriction on any conversion

which would result in RIVI owning, on a post-conver sion basis, more than 19.9% of the

outstanding Shares with the approval of the TSX Ven ture Exchange. The Company may

prepay all or any portion of the Principal Amount without penalty. The obligations under

the Convertible Debenture will be secured by the same security package granted under the

Original GPA (and which continue under the Amended and Restated GPA).

• Removal of Default NSR Royalties: In the Amended a nd Restated GPA, all default

provisions under the Original GPA that would have r equired the Company to grant to

RIVI a net smelter returns royalty will be eliminat ed (including any net smelter returns

royalties that RIVI may have earned prior to the en tering into of the Amended and

Restated GPA).

• Restructuring of Stream Obligations: The Original GPA contemplated monthly delivery

obligations to RIVI equal to 10% of the gold equiva lent ounces produced in its

Callanquitas Mine (the “ Stream Percentage ”), currently operated by Proyectos La

Patagonia S.A.C. (“ PLP ”) and subject to certain production milestones. Ev en though the

Amended and Restated GPA continues to accrue gold e quivalent ounces under the same

Stream Percentage, the maximum delivery obligation is linked to 30% of the monthly

collected net profit interest attributable to the Company from PLP (the “ NPI ”), rather than

the number of gold equivalent ounces produced in th e Callanquitas mine. Any refined

metals required to be delivered in excess of the monthly maximum will accrue in a stream

account (with interest at 2.00% per month) until re paid in full. When the Company

receives an annual bulk payment from PLP, it must u se up to 40% of such payment to

satisfy any accrued stream obligations and interest.

Brian Imrie, Executive Chairman commented: “We than k RIVI for its unwavering support of our

Company. Through this restructuring of our stream o bligations, we have reduced PPX’s working

capital deficiency by over CAD$ 7 million and have reset our payment conditions to match our

business plan and anticipated cash flows.”

The foregoing amendments and the issuance of the Co nvertible Debenture are subject to, and will

come into effect upon, the receipt of required approvals from the TSX Venture Exchange.

About PPX Mining Corp:

PPX Mining Corp. (TSX.V: PPX.V, BVL: PPX) is a Cana dian-based mining company with assets

in northern Peru. Igor, the Company’s 100%-owned fl agship gold and silver project, is located in

the prolific Northern Peru gold belt in eastern La Libertad Department.

On behalf of the Board of Directors

Brian Imrie

Executive Chairman

82 Richmond Street East

Toronto, Ontario M5C 1P1

Canada

416-361-0737

Neither TSX Venture Exchange nor its Regulation Ser vices Provider (as that term is defined

in the policies of the TSX Venture Exchange) accept s responsibility for the adequacy or

accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information:

This press release contains forward-looking informa tion and forward-looking statements

(collectively, “ forward-looking statements ”) as such terms are defined by applicable securiti es

laws, including, but not limited to statements regarding the completion of the amended and restated

GPA with RIVI, the issuance of the Convertible Debe nture, and the expected benefits of the

transaction to the Company and its business. Forward-looking statements are statements that relate

to future events. In this context, forward-looking statements often address expected future business

and financial performance and often contain words s uch as “anticipate,” “believe,” “plan,”

“estimate,” “expect,” and “intend,”, statements tha t an action or event “may,” “might,” “could,”

“should,” or “will” be taken or occur, or other sim ilar expressions. Forward-looking statements are

subject to a number of known and unknown risks and uncertainties, many of which involve factors

or circumstances that are beyond the Company’s cont rol, and the Company’s actual results could

differ materially from those stated or implied in f orward-looking statements due to many various

factors. Such uncertainties and risks include, among others, delays in obtaining or inability to obtain

required regulatory approvals in connection with th is transaction. Although the Company believes

that the expectations reflected in the forward-look ing statements are reasonable, the Company

cannot guarantee that the events and circumstances reflected in the forward-looking statements will

be achieved or occur. The timing of events and circ umstances and actual results could differ

materially from those projected in the forward-look ing statements. Accordingly, one should not

place undue reliance on forward- looking statements . All forward-looking statements contained in

this press release are made as of today’s date, and the Company undertakes no obligation to update

or publicly revise any forward-looking statements, whether as a result of new information, future

events or otherwise, unless required by law.