FLINT Corp. - Capital/Financing Update 2021

Execution Version

AMENDED AND RESTATED LOAN AGREEMENT

between

NEVADA COPPER CORP.,

as Borrower,

and

THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT

as Lenders,

and

PALA INVESTMENTS LIMITED

as Lead Arranger

November 30, 2021

ARTICLE 1 DEFINITIONS

Section	1.1	Certain Defined Terms. ................................................................................................... 3
Section	1.2	Accounting Principles. .................................................................................................. 19
Section	1.3	Interpretation. ................................................................................................................. 19
		ARTICLE 2
		THE LOANS
Section	2.1	The Loan. ......................................................................................................................... 20
Section	2.2	Increase to the Total Commitment. ............................................................................. 21
Section	2.3	Several Obligations. ....................................................................................................... 22
Section	2.4	Extension Fee .................................................................................................................. 22
Section	2.5	Disbursement Fee ........................................................................................................... 22
Section	2.6	Purposes of the Loan. .................................................................................................... 22
Section	2.7	Interest. ............................................................................................................................ 22
Section	2.8	Payment of Interest. ....................................................................................................... 22
Section	2.9	Default Interest. .............................................................................................................. 23
Section	2.10	Interest Act. ..................................................................................................................... 24
Section	2.11	Maximum Interest Rate. ................................................................................................ 24
Section	2.12	Repayments of the Loan. .............................................................................................. 24
Section	2.13	Payments. ........................................................................................................................ 25
Section	2.14	Obligations with Respect to the Loan. ........................................................................ 26
		ARTICLE 3
		CONDITIONS PRECEDENT; CLOSING DELIVERABLES
Section	3.1	Conditions Precedent to Closing. ................................................................................ 26
Section	3.2	Conditions Precedent to Advances in Respect of the Additional Commitment. . 27
		ARTICLE 4
		REPRESENTATIONS AND WARRANTIES
Section	4.1	Representations and Warranties of the Borrower. .................................................... 28

ARTICLE 5 COVENANTS

Section	5.1	Reporting Covenants. .................................................................................................... 33
Section	5.2	Affirmative Covenants. ................................................................................................. 34
Section	5.3	Negative Covenants....................................................................................................... 39
		ARTICLE 6
		EVENTS OF DEFAULT
Section	6.1	Events of Default. ........................................................................................................... 43
Section	6.2	Effect of Event of Default. ............................................................................................. 45

ARTICLE 7 MISCELLANEOUS

		ARTICLE 7 MISCELLANEOUS
Section	7.1	Amendments and Waivers. .......................................................................................... 45
Section	7.2	Notices. ............................................................................................................................ 46
Section	7.3	No Waiver; Cumulative Remedies. ............................................................................. 46
Section	7.4	Costs and Expenses; Indemnity. .................................................................................. 46
Section	7.5	Survival. .......................................................................................................................... 50
Section	7.6	Benefits of Agreement. .................................................................................................. 50
Section	7.7	Binding Effect; Assignment; Transfer. ........................................................................ 50
Section	7.8	Governing Law. .............................................................................................................. 51
Section	7.9	Submission to Jurisdiction. ........................................................................................... 52
Section	7.10	Entire Agreement. .......................................................................................................... 52
Section	7.11	Severability. .................................................................................................................... 52
Section	7.12	Judgment Currency. ...................................................................................................... 53
Section	7.13	Confidentiality and Public Statements. ...................................................................... 53
Section	7.14	Eligible Financial Contract. ........................................................................................... 54
Section	7.15	No Partnership or Joint Venture. ................................................................................. 54
Section	7.16	Counterparts. .................................................................................................................. 54
Section	7.17	OFAC. .............................................................................................................................. 55
Section	7.18	LIBOR Replacement....................................................................................................... 55
Section	7.19	USA Patriot Act. ............................................................................................................. 56
Section	7.20	Further Assurances. ....................................................................................................... 56
Section	7.21	Amendment and Restatement. .................................................................................... 56

ADDENDA

Schedule “A” Lender Commitments Schedule “B” Form of Transfer Certificate Schedule “C” Form of Compliance Certificate Schedule “I” Material Project Agreements Schedule “II” Mining Properties Schedule “III” Warrant Certificate

AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED LOAN AGREEMENT (the “ Agreement ”), made as of November 30, 2021 by and between Nevada Copper Corp., a corporation continued under the laws of the Province of British Columbia, Canada (together with its successors and permitted assigns, “ Borrower ”), Pala Investments Limited and the other lenders party hereto from time to time (together with their respective successors and assigns, each a “ Lender ”, and together, the “ Lenders ”) and Pala Investments Limited, as the Lead Arranger.

WHEREAS:

A. Borrower, indirectly through its wholly owned subsidiary, Nevada Copper, Inc., a corporation incorporated under the laws of the State of Nevada, U.S.A. (“ Nevada Sub ”) has been developing, constructing and operating the underground portion (the “ Underground Project ”) of the Pumpkin Hollow Copper Project located in Lyon County, Nevada (the “ Project ”).
B. In order to finance the construction, ramp up and working capital requirements of the Project, the Lenders have advanced to the Borrower $30 million of original principal amount prior to the date hereof on the terms and subject to the conditions set forth in the loan agreement dated February 3, 2021 (the “ Existing Loan Agreement ”).
C. The parties hereto wish to amend and restate the Existing Loan Agreement in accordance with the terms hereof.

NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained, the parties hereto agree that the Existing Loan Agreement is hereby amended and restated so that amended and restated it reads as follows:

ARTICLE 1 DEFINITIONS

Section 1.1 Certain Defined Terms.

As used in this Agreement (including in the recitals hereof), the following terms shall have the following meanings:

“ Abandonment ” shall occur if:

(a) Borrower (acting alone, or through any other Borrower Group Member) ceases reasonable work towards the development, construction and operation of the Underground Project, including work towards all necessary feasibility study updates, licenses and permits, for reasons other than a Force Majeure, and such condition continues without interruption for 60 days;
(b) the Required Lenders shall have delivered to Borrower a notice requesting a certificate to the effect that Borrower intends (acting alone or jointly, or through any other Borrower Group Member) to resume such reasonable work;
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(c) within five (5) Business Days following delivery of such notice such certificate is not delivered to the Lenders, or such certificate is delivered and Borrower (acting alone or jointly, or through any other Borrower Group Member) does not then resume such reasonable work; and
(d) the Required Lenders have thereafter notified Borrower in writing that Abandonment has occurred.

“ Additional Commitment ” has the meaning set forth in Section 2.2(1).

“ Advance ” means each Loan advanced under the Existing Loan Agreement prior to the date hereof and each new Loan that may be advanced as part of the Additional Commitment.

“ Affiliate ” in relation to any Person (in this definition, the “ relevant party ”) means any other Person that directly or indirectly, Controls, is Controlled by or is under common Control with, the relevant party.

“ Agreement ” has the meaning set forth in the Preamble.

“ Applicable Law ” means any law (including common law and equity), any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent decree or administrative Order), or Authorization of a Governmental Body applicable to any specified Person, property, transaction or event, or any such Person’s Business Assets.

“ Applicable Percentage ” means (i) 25.0% for any prepayments or early repayments made during the period commencing on February 3, 2021 and ending on February 3, 2022, (ii) 17.5% for any prepayments or early repayments made during the period commencing on February 4, 2022 and ending on February 3, 2023, and (iii) 10.0% for any prepayments or early repayments made thereafter until the Maturity Date.

“ Applicable Securities Law ” means all applicable securities laws, rules, regulations, instruments and orders in the provinces and territories of Canada.

“ Authorization ” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s Business Affairs (including any zoning approval, mining permit, development permit and building permit) or from any Person in connection with any easements or contractual rights.

“ Authorized Officer ” means, with respect to any Person, the chief executive officer, the president, the chief financial officer or the treasurer of such Person, or any other senior officer of such Person having substantially the same authority and responsibility.

“ Bankruptcy Code ” means any of the Bankruptcy Reform Act , Title 11 of the United States Code, the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada) and the Winding up and Restructuring Act (Canada), each as amended or recodified from time to time, including (unless the context otherwise requires) any rules or regulations promulgated thereunder.

“ BC Sub ” means 0607792 B.C. Ltd., a corporation incorporated under the laws of the Province of British Columbia, Canada, and wholly owned subsidiary of Borrower and its successors and permitted assigns.

“ Board ” means the board of directors of the Borrower.

“ Borrower ” has the meaning set forth in the Preamble.

“ Borrower Business ” means the (i) development, construction, procurement, engineering, maintenance and operation of, and extraction, processing and sale of minerals from the Underground Project and (ii) design, engineering and resource drilling program in respect of the open-pit portion of the Project.

“ Borrower Group Member ” means Borrower and the Borrower Subsidiaries, or any of them.

“ Borrower Subsidiary ” means any Subsidiary of Borrower now existing or any Person that becomes a Subsidiary of Borrower in accordance with the terms and provisions hereof.

“ Business Affairs ” means the Business Assets, affairs, liabilities, condition (financial or otherwise), and results of operations of a specified Person or Persons.

“ Business Assets ” means the business, operations, undertaking, property and assets of a specified Person or Persons (including interests held in the Capital Stock of another Person).

“ Business Day ” means a day (other than a Saturday or a Sunday) on which banks are open for business in Vancouver, British Columbia, Zug, Switzerland, Reno, Nevada and London, UK.

“ Canadian Dollars ” and the symbol “ C$” each mean lawful money of Canada.

“ Canadian Dollar Equivalent Amount ” means, for any amount to be paid in Common Shares pursuant to this Agreement that is expressed in US dollars, the equivalent amount in Canadian dollars, as determined using the daily rate of exchange published by the Bank of Canada for the Business Day prior to the applicable Payment Date of such amount.

“ Capital Lease ” means, as to any Person, any lease of property by such Person as lessee to the extent the obligations of such Person thereunder are required to be classified and accounted for as capital lease obligations or finance lease obligations on a balance sheet of such Person in accordance with GAAP, provided that should the Borrower at any time

adopt International Financial Reporting Standards (“ IFRS ”), for the purposes solely of determining whether a lease is a capital lease or an operating lease, the provisions of IFRS as of December 31, 2018 shall be used.

“ Capital Stock ” means:

(a) common shares, preferred shares or other equivalent equity interests (howsoever designated) of capital stock of a corporation;
(b) units, membership interests, limited liability company interests or other equity interests, preferred, common or otherwise, in a limited liability company;
(c) member or shareholder interests in an unlimited company or unlimited liability company;
(d) limited or general partnership interests in a partnership;
(e) any other interest that confers the right to receive a share of the profits and/or losses of, or the distribution of assets of, any Person; and
(f) any other interest equivalent to any of the interests referred to in any of clauses (a), (b), (c), (d) and (e) of this definition.

“ Change of Control ” means, with respect to the Borrower, an event or series of events by which any one of the following occur:

(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower;
(b) any Person, or two or more Persons acting in concert, acquire(s) control or become(s) the beneficial owner(s) (whether by contract or otherwise), directly or indirectly, of 50% or more of (i) the Capital Stock of the Borrower entitled to vote for members of the Board on a fully diluted basis (and taking into account all such Capital Stock that such Person or group has the right to acquire pursuant to any acquisition right), or (ii) the economic interests in respect of the Borrower;
(c) during any period of 12 consecutive months following the Closing Date, a majority of the members of the Board or other equivalent governing body of the Borrower cease to be composed of individuals who were members of the Board or equivalent governing body on the first day of such period or nominees of or Persons otherwise approved by any such members; or
(d) any Person, or two or more Persons acting in concert, shall have acquired by contract or otherwise, directly or indirectly, a controlling influence over the management or policies of the Borrower, or control over the Capital Stock of the Borrower entitled to vote for members of the Board on a fully diluted basis (and taking into account all such Capital Stock that such acquiring Person or group has
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the right to acquire pursuant to any acquisition right) representing 50% or more of the combined voting power of such Capital Stock;

provided any actions or transactions, including those resulting in an outcome specified in items (a), (b) and (c) above, undertaken by or directly involving, or on behalf of, the Lead Arranger, any of the Lenders or any of their Affiliates or joint actors shall be deemed to not constitute or result in a Change of Control.

“ Closing Date ” means the date of this Agreement.

“ Commodity Contract ” means commodity options, futures, swaps, and other similar agreements and arrangements designed to provide protection to any Borrower Group Member against fluctuations in commodity prices.

“ Commitment ” of a Lender means the amount shown next to such Lender’s name on Schedule “A” hereto as its Commitment, as such Schedule may be amended from time to time.

“ Common Shares ” means common shares of the Borrower.

“Compliance Certificate ” means a certificate of a senior officer of the Borrower in the form set out in Schedule “C”.

“Concord Agreement ” means the advance payment agreement dated as of May 6, 2019 among the Nevada Sub and Concord Resources Limited, as amended by an amending agreement dated December 8, 2020 and as may be further amended from time to time.

“ Confidential Information ” has the meaning set forth in Section 7.13(1).

“ Contaminant ” means any solid, liquid, gas, odor, heat, sound, vibration, radiation or combination of any of them that is reasonably expected to:

(a) materially impair the quality of the Environment for any use that can be made of it;
(b) materially injure or damage property or plant or animal life;
(c) materially and adversely affect the health of any individual;
(d) materially impair the safety of any individual;
(e) materially render any plant or animal life unfit for use by man; or
(f) create a liability under any Environmental Law; and includes any “ contaminant within the meaning assigned to such term in any Environmental Law.

“ Contingent Obligation ” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness or contractual obligation of another Person, if the purpose or intent of such Person in incurring the

Contingent Obligation is to provide assurance to the obligee of such Indebtedness or contractual obligation that such Indebtedness or contractual obligation will be paid or discharged, or that any agreement entered into by such other Person relating to such Indebtedness or contractual obligation will be complied with, or that any holder of such Indebtedness or contractual obligation will be protected against loss in respect thereof. Contingent Obligations of a Person include (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co making, discounting with recourse or sale with recourse by such Person of an obligation of another Person, and (b) any liability of such Person for an obligation of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the Solvency, any balance sheet item, level of income or financial condition of another Person, (iii) to make take or pay or similar payments, if required, regardless of non performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such obligation or to assure the holder of such obligation against loss, or (v) to supply funds to or in any other manner invest in such other Person (including to pay for property or services irrespective of whether such property is received or such services are rendered), if in the case of any agreement or liability described under subclauses (i) through (v) of this sentence the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the lesser of (A) the amount payable under such Contingent Obligation (if quantifiable) or (B) the portion of the obligation so guaranteed or otherwise supported.

“ Control, ” “ Controls ” and “ Controlled ” when used with respect to any Person means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person (whether through ownership of Voting Capital Stock, by contract or otherwise); provided that, in any event and without limitation, any Person or combination of Persons acting jointly or in concert which owns or own, directly or indirectly, more than 50% of the Voting Capital Stock having ordinary voting power for the election of the directors of, or Persons performing similar functions for, such Person will be deemed to Control such Person (irrespective of whether at the time any other Capital Stock of such Person of any other class shall or might have voting power upon the occurrence of any contingency).

“ Credit Facility Warrants ” means the 15,000,000 Warrants to be issued to the Pala Lender on the date hereof in connection with the entering into of this Agreement that will be represented by the Warrant Certificate.

“ Debt ” of any Person means, without duplication, (A) all Indebtedness of such Person referred to in clauses (a), (b), (c), (d), (e), and (g) of the definition of “ Indebtedness ” and (B) all Contingent Obligations of such Person in respect of Indebtedness of any Person of the type described in such clauses of the definition of “ Indebtedness ”. For purposes of determining the amount of Debt in a circumstance when the creditor has recourse only to

specified assets, the amount shall be the lesser of (1) the amount of such obligation or (2) the fair market value of such assets.

“ Default ” means (a) an Event of Default, or (b) an event or condition that with the giving of notice or the passage of time, or both, would constitute an Event of Default.

“ Development ” means all activities, operations and work performed for the purpose of or in connection with the development, commissioning, start up and construction of the Underground Project through to the point of completion of relevant processing facilities as determined in accordance with the principal contracts governing the construction of the Underground Project, and including (a) acquisitions of mineral rights, surface rights, water rights, Authorizations and other interests necessary for the development, construction, commissioning, start up and operation of the Underground Project, (b) pre production development for the commencement of mining operations, and (c) activities undertaken to comply with any Applicable Laws arising out of or related to any of the foregoing.

“ Disbursement Fee ” has the meaning set forth in Section 2.5.

“ Dollars ” and the symbol “ $ ” each mean lawful money of the United States of America.

“ Employee Benefit Plan ” has the meaning set forth in Section 4.1(18).

“ Environment ” means the ambient air, all layers of the atmosphere, surface water, underground water, all land, all living organisms and the interacting natural systems that include components of air, land, water, organic and inorganic matter and living organisms, and includes indoor spaces.

“ Environmental Laws ” means any Applicable Law which applies to the Business Affairs of any particular Person relating to the Environment, occupational health or safety, industrial hygiene, product liability or any past, present or future activity, event or circumstance in respect of any Hazardous Materials (including the use, handling, transportation, production, disposal, discharge or storage thereof or the terms of any Authorization issued therefore) or the environmental conditions on, under or about any real property of any particular Person (including soil, groundwater and indoor and ambient air conditions).

“ Event of Default ” has the meaning set forth in Section 6.1.

“ Excluded Taxes ” means with respect to a Lender, Taxes of such Lender imposed on or measured by its net income or capital, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which a Lender is organized or in which its principal office is located or in which its applicable lending office is located or such other laws to which such Lender is otherwise subject.

“ Existing Lender ” has the meaning set forth in Section 7.7(3).

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“ Existing Loan Agreement ” has the meaning set forth in the Recitals.

“ Extension Fee ” has the meaning set forth in Section 2.4.

“ Force Majeure ” means any event or circumstance, whether foreseeable or unforeseeable, suffered by any Borrower Group Member which is not within its reasonable control, and includes, without limitation:

(a) acts of God, nature, or the elements, including wind, ice and other storms, lightning, floods, earthquakes, volcanic eruptions, landslides, explosions and fires, sink holes, drought or other adverse weather condition;
(b) strikes, lockouts, labor disputes and other industrial disturbances, including unavailability of power, water and other items necessary for production, (however arising and whether or not employee demands are reasonable or within the power of the applicable Borrower Group Member to grant), it being acknowledged that the settlement of strikes, lockouts, and other labor disturbances depends upon the agreement of employees and other third parties and therefore is not wholly within the discretion of the applicable Borrower Group Member;
(c) war or the consequence thereof, acts or serious threats of sabotage or terrorism, riot, civil war, blockade, insurrection, acts of public enemies, invasion, civil strife or mob violence, trade sanctions, revolution, embargo, prohibition of import or export, expropriation, nationalization or other act of eminent domain; and
(d) epidemics, pandemics and similar medical emergencies or issues.

“ Freely-Tradable ” means, in respect of Common Shares, Common Shares which (i) are issuable by the Borrower without the necessity of filing a prospectus or any other similar offering document (other than such prospectus or similar offering document that has already been filed and become effective to permit a distribution of securities) under Applicable Securities Laws and the issuance of which does not constitute a distribution (other than a distribution already qualified by prospectus or similar offering document) or constitutes an exempt distribution under Applicable Securities Laws; and (ii) can be traded by the holder thereof without any restriction under Applicable Securities Laws, such as hold periods (other than (i) the four-month hold period under Applicable Securities Laws or (ii) any customary resale restrictions applicable to private placements under applicable US securities laws, that may apply to any issuance of Common Shares under this Agreement pursuant to Applicable Securities Laws), except in the case of a “control distribution” as defined under Applicable Securities Laws.

“ GAAP ” means generally accepted accounting principles determined in accordance with Section 1.2.

“ Governmental Body ” means the government of Canada, the United States of America or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body (including stock exchanges), court, central bank or other entity exercising executive, legislative,

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judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank).

“ Hazardous Materials ” means any pollutant or Contaminant, including any hazardous, dangerous, registrable or toxic chemical, material or other substance within the meaning of any Environmental Law.

“ Indebtedness ” of any Person means, without duplication:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, bills or other similar instruments;
(b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for such Person’s account;
(c) all obligations under any Capital Lease and the principal component or equivalent of obligations under Other Leases of such Person;
(d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business);
(e) all obligations of any Person secured by a Lien on property owned or being purchased by such Person; all obligations secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property owned by such Person, even though such Person has not assumed or become liable for the payment of such obligations or such obligations are limited in recourse;
(f) all liabilities of such Person as determined in accordance with GAAP;
(g) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);
(h) all Contingent Obligations of such Person; and
(i) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Capital Stock of such Person with a mandatory repurchase or redemption date of less than ten years from the date of issuance thereof.

For purposes of determining the amount of Indebtedness in a circumstance when the creditor has recourse only to specified assets, the amount shall be the lesser of (i) the amount of such obligation or (ii) the fair market value of such assets.

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“ Indemnified Liabilities ” has the meaning set forth in Section 7.4(3).

“ Indemnified Person ” has the meaning set forth in Section 7.4(2).

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Interest Rate ” means the LIBOR Rate plus 9.00% per annum.

“ Interest Rate Contract ” means interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate insurance, and other agreements or arrangements designed to provide protection against fluctuations in interest rates.

“ Investment ” has the meaning set forth in Section 5.3(5).

“ Issuance Price ” means, as of the applicable Payment Date, the weighted average price at which the Common Shares have traded during the five (5) consecutive trading days ending on the trading day immediately prior to such date on the TSX (the weighted average price per share being determined by dividing the aggregate sale price of all such shares sold on such exchange during such five (5) consecutive trading days by the total number of such shares so sold) or, if the Common Shares are not then listed on the TSX, on the principal Canadian stock exchange on which the Common Shares are listed or, if the Common Shares are not then listed on any Canadian stock exchange, in the over-the-counter market (provided that, if the Common Shares are not listed on any Canadian stock exchange or traded in the over-the-counter market, the “Issuance Price” shall be the price, as determined by such Canadian nationally recognized independent investment banking or accounting firm selected by the Borrower and acceptable to the Lender, acting reasonably, that would be obtained for a Common Share at such time in an arm’s length sale in an open market, assuming a willing purchaser and a willing seller, without any discount for a minority interest or a private company or any premium for a special purchaser or control, the buyer and seller each acting prudently, knowledgeably and willingly).

“ Judgment Conversion Date ” has the meaning set forth in Section 7.12(1).

“ Judgment Currency ” has the meaning set forth in Section 7.12(1).

“ June Promissory Note ” means the promissory note dated June 10, 2021, as amended and restated from time to time, issued by the Borrower to the Pala Lender.

“ KfW New Loan Facility ” means the amended and restated credit agreement, dated December 8, 2020, among the Nevada Sub, as borrower, KfW IPEX-Bank GmbH, as sole lead arranger and UFK agent, KfW IPEX-Bank GmbH, as administrative agent, as amended on October 11, 2021, and as may be further amended from time to time.

“ Lead Arranger ” means Pala.

“ Lender Transferee” has the meaning set forth in Section 7.7(4).

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“ Lenders ” has the meaning set forth in the Preamble.

“ LIBOR Rate ” means, for each Advance, the annual rate of interest (expressed on the basis of a 360-day year) applicable to U.S. Dollars for a period equal or comparable to the interest period commencing on the date such Advance is made and ending on the Maturity Date and appearing on the Refinitiv Screen London Interbank Offered Rate (LIBOR01) Page (or any successor or substitute page or service providing rate quotations comparable to those currently provided on such page, or which has become the accepted and customary replacement for LIBOR in the North American bank loan market, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to U.S. Dollar deposits in the London interbank market) at or about 11:00 a.m. London time on the day which is two Business Days before the day such Advance is made; provided that such rate shall be subject to a floor of 0.00%.

“ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), security interest, right of set off (to the extent constituting a security interest), priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement or the interest of a lessor under a Capital Lease or an Other Lease.

“ Lion Iron ” means Lion Iron Corp., a corporation incorporated under the laws of the State of Nevada, U.S.A., and wholly owned subsidiary of Borrower.

“ Loan ” or “ Loans ” means the Advances made under the Existing Loan Agreement and any additional Advances to be made hereunder.

“ Loan Documents ” means, collectively, this Agreement and each other agreement, document, instrument or certificate delivered for the benefit of the Lenders as a loan document pursuant to or otherwise in connection with this Agreement.

“ Material Adverse Change ” means any change, effect, event, occurrence or change in condition or state of facts, that in any such case, has, or could reasonably be expected to have, a Material Adverse Effect.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the Business Affairs or prospects of Borrower or the Borrower Subsidiaries taken as a whole; (b) a material impairment of the ability of Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower of any Loan Document to which it is a party.

“ Material Project Agreements ” means:

(a) the agreements listed in Schedule “I” hereto;
(b) the Senior Financing Documents;
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(c) each agreement (i) involving the potential expenditure by or revenue to Borrower or any Subsidiary of more than $10,000,000 individually and, the breach, loss or termination of which would reasonably be expected to be materially adverse to the development or operation of the Project or otherwise result in a Material Adverse Effect relating to the Project; or (ii) involving the potential expenditure by or revenue to Borrower or any Subsidiary of more than $25,000,000 individually; and
(d) any other agreement designated by the Lead Arranger and the Borrower as a Material Project Agreement.

“ Maturity Date ” means January 31, 2026.

“ Mining Lease ” means the Mining Lease dated as of May 4, 2006 by and between RGGS Land & Minerals, Ltd., L.P. and BC Sub, and subsequently assigned to Nevada Sub.

“ Mining Properties ” means the mineral rights and mineral lease listed in Schedule “II” attached hereto, including the Mining Lease, unpatented mining claims and all accessions and successions thereto, whether created privately or through government action, and all other property, buildings, structures, facilities and fixtures now or at any time hereafter used, affixed to or situate thereon, including any means of access thereto and any of the foregoing to which any Borrower Group Member or any of their respective Affiliates, other than Pala or any Person that acquires the Common Shares held by Pala as of the date hereof, acquires an interest in or to, after the date hereof.

“ Nevada Sub ” has the meaning set forth in the Recitals.

“ Notice of Payment ” has the meaning set forth in Section 2.8(1).

“ Obligation Currency ” has the meaning set forth in Section 7.12(1).

“ Obligations ” means all of Borrower’s obligations under the Loan Documents, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all interest that accrues after the commencement of any case or proceeding by or against Borrower under the Bankruptcy Code, whether or not allowed in such case or proceeding.

“ Offtake Agreements ” means any offtake agreements entered into by the Nevada Sub for the sale of copper or other minerals from the Project prior to the date of this Agreement.

“ Order ” means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Body, arbitrator or other decision-making authority of competent jurisdiction.

“ Organizational Documents ” means:

(a) in relation to any corporation, the articles or certificate of incorporation, amendment, amalgamation, continuance or association and the memorandum of
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association, bylaws and any unanimous shareholder agreement, as appropriate, or equivalent documents of a corporation governing the incorporation, capacity, powers and Business Affairs of that body corporate;

(b) in relation to any limited or general partnership, limited liability company, or other Person, the partnership agreement, operating agreement, articles or certificate of organization, or equivalent document governing the formation, capacity, powers and Business Affairs of that partnership, limited liability company or other Person and, if a partner (other than a limited partner) of that limited or general partnership is a Person referred to in clause (a), (b) or (c) of this definition, the documents referred to in clause (a), (b) or (c), as applicable, of this definition in relation to that partner; and
(c) in relation to any business, charitable or other trust, the declaration of trust, trust agreement or equivalent document governing the formation, capacity, powers and Business Affairs of that business, charitable or other trust and, if a trustee of that business, charitable or other trust is a Person referred to in clause (a), (b) or (c) of this definition, the documents referred to in clause (a), (b) or (c), as applicable, of this definition in relation to that trustee, together, in each case, with the bylaws or other equivalent documents regulating the organization, Control or internal management of the relevant Person.

“ Other Lease ” means any lease that is not a Capital Lease, including synthetic leases, tax retention operating leases, or any lease having substantially the same economic effect as a conditional sale, title retention agreement or similar arrangement.

“ Pala ” means Pala Investments Limited, in its capacity as Lead Arranger.

“ Pala Lender ” means Pala Investments Limited, in its capacity as a Lender.

“ Payment Date ” means March 31, June 30, September 30 and December 31 in each year, with the first Payment Date being December 31, 2021.

“ Permitted Liens ” means:

(a) Liens permitted to exist under the KfW New Loan Facility;
(b) Liens arising by operation of law for Taxes, assessments or governmental charges not yet due or being contested in good faith by appropriate proceedings and which are adequately reserved for in accordance with GAAP;
(c) statutory Liens of mechanics, materialmen, shippers, warehousemen, carriers, and other similar persons for services or materials arising in the ordinary course of business for which payment is not past due;
(d) non-consensual Liens incurred, or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;
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(e) Liens for taxes or statutory Liens of mechanics, materialmen, shippers, warehousemen, carriers and other similar persons for services or materials that are due but are being contested in good faith and by appropriate and lawful proceedings promptly initiated and diligently conducted and for which reserves satisfactory to Required Lenders have been established;
(f) zoning restrictions, easements, rights of way, survey exceptions, encroachments, covenants, licenses, reservations, leasehold interests, restrictions on the use of real property or minor irregularities incident thereto which do not in the aggregate materially detract from the value or use of the property or assets of Borrower or impair, in any material manner, the use of such property for the purposes for which such property is held by Borrower;
(g) judgment Liens to the extent the existence of such Liens is not an Event of Default under Section 6.1;
(h) any Lien created or assumed by such Person in favor of a public utility or Governmental Body when required by the utility or Governmental Body in connection with the operations of such Person in the ordinary course; and
(i) any reservations, limitations, provisos and conditions expressed in original grants from any Governmental Body.

“ Person ” means an individual, corporation, estate, partnership, limited liability company, joint venture, trust, other legal entity, unincorporated organization or Governmental Body or any other entity of whatever nature or authority.

“ Principal Amount ” at any time means the principal amount of the Loans outstanding at such time and all other amounts that have been added to the principal balance in accordance with this Agreement from time to time.

“ Pro Rata Basis ” means, in respect of any Lender, as the context requires, (i) the proportion of the aggregate principal amount of any Loan to the Borrower that is made by such Lender, (ii) the proportion of the Principal Amount held by such Lender, or (iii) the proportion that such Lender’s Commitment is of the Total Commitment.

“ Project ” has the meaning set forth in the Recitals.

“ Purchase Money Lien ” means a Lien created or incurred by a Person securing Indebtedness incurred to finance the acquisition of property (including the costs of installation thereof), provided that:

(a) such Lien is created substantially simultaneously with the acquisition of such property;
(b) such Lien does not at any time encumber any property other than the property financed by such Indebtedness;
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(c) the amount of Indebtedness secured thereby is not increased subsequent to such acquisition; and
(d) the principal amount of Indebtedness secured by such Lien at no time exceeds 100% of the original purchase price of such property and the cost of installation thereof;

and, for the purposes of this definition, the term “acquisition” includes a Capital Lease or Other Lease.

“ Qualified Financing ” means any equity or debt financing of the Borrower (other than pursuant to this Agreement) completed at any time following the Closing Date.

“ Records ” means all of Borrower’s and Borrower Subsidiaries’ present and future records and books of account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files, electronically stored data and other data, together with the tapes, disks, diskettes, drives and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of Borrower with respect to the foregoing maintained with or by any other Person).

“ Relevant Taxing Jurisdiction ” means Canada and the United States and political subdivisions thereof (including, without limitation, states, provinces, cities and counties).

“ Required Lenders ” means, at any time, one or more Lenders holding greater than 50% of the Total Commitment or, if all Advances available under this Agreement have been made or the Commitments have otherwise been terminated or expired, of the Principal Amount, provided that in all circumstances where Pala continues to hold any portion of the Advances, Pala shall be included as a Required Lender.

“ Royalties ” means the royalties granted under (i) the Royalty Deed, dated January 10, 2017, by and between Nevada Sub and RGGS Land & Mineral Ltd., L.P., (ii) the Mining Lease, (iii) the Royalty Deed, dated August 21, 2006, by and between Nevada Sub, Majuba Mining Ltd. and Renegade Resources Corporation, (iv) the Royalty Agreement, dated March 27, 2020, by and between Triple Flag USA Royalties Ltd. and Nevada Sub in respect of the open pit project at the Project, and (v) the Royalty Agreement, dated March 27, 2020, by and between Triple Flag USA Royalties Ltd. and Nevada Sub in respect of the Tedeboy Area.

“ Sales Taxes ” means sales, transfer, turnover or value added Taxes of any nature or kind.

“ Senior Creditors ” means the creditors under the Senior Financing Agreements.

“Senior Financing Agreements ” means the KfW New Loan Facility, the Stream Agreement and the Concord Agreement.

“ Senior Financing Documents ” means the various security and other documents entered into with the Senior Creditors in relation to the Senior Financing Agreements.

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“ Shareholder Approval ” has the meaning set forth in Section 5.2(19).

“ Solvent ” means, when used with respect to a Person, that:

(a) the fair saleable value of the Business Assets of such Person is in excess of the total amount of the current value of its liabilities (including for purposes of this definition all liabilities (including loss reserves), whether or not reflected on a balance sheet prepared in accordance with GAAP and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed);
(b) such Person is able to pay its debts or obligations in the ordinary course as they mature;
(c) in the case of any Borrower Group Member, it will not be rendered insolvent by the execution and delivery of the Loan Documents;
(d) such Person does not intend to, nor does it believe that it will, incur debts beyond its ability to pay them as they mature;
(e) such Person has capital sufficient to carry on its Business Affairs and all business and transactions in which it is about to engage; and
(f) such Person is not otherwise insolvent as defined by any Applicable Law.

“ Solvency ” shall have a correlative meaning.

“ Stream Agreement ” means the purchase and sale agreement dated as of December 21, 2017 by and among the Nevada Sub, the Borrower and Triple Flag Mining Finance Bermuda Ltd, as amended by a first amending agreement dated May 31, 2019, a second amending agreement dated March 27, 2020 and a third amending agreement dated December 8, 2020 and as may be further amended from time to time.

“ Subsidiary ” of any Person means any Person: (a) which is Controlled by such first Person; or (b) a majority of whose Voting Capital Stock, on a fully diluted basis, is owned beneficially or Controlled by such first Person. For greater certainty, a Person shall be deemed to be a Subsidiary of another Person if it is a Subsidiary of a Person that is that other’s Subsidiary.

“ Taxes ” means all taxes of any kind or nature whatsoever including corporation taxes, capital taxes, realty taxes (including utility charges which are collectible like realty taxes), business taxes, property transfer taxes, income taxes, Sales Taxes, custom duties, payroll taxes, levies, stamp taxes, royalties, duties, and all fees, deductions, compulsory loans and withholdings imposed, levied, collected, withheld or assessed as of the date hereof or at any time in the future, by any Governmental Body of any jurisdiction whatsoever having power to tax, together with penalties, fines, additions to tax and interest thereon.

“ Term Sheet ” means the binding term sheet between the Pala Lender and the Borrower, dated November 10, 2021, in respect of this Agreement.

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“ Threshold Amount ” means $5,000,000.

“ TSX ” means the Toronto Stock Exchange.

“ Total Commitment ” means the aggregate amount of the Commitments of all Lenders.

“ Transfer ” has the meaning set forth in Section 7.7(3).

“ Transfer Certificate ” means a document substantially in the form set out in Schedule “B”.

“ United States ,” “ U.S. ” and “ U.S.A .” each means the United States of America.

“ Voting Capital Stock ” means Capital Stock of a Person which carries voting rights or the right to Control such Person under any circumstances, provided that Capital Stock which carries the right to vote or Control conditionally upon the happening of an event shall not be considered Voting Capital Stock until the occurrence of such event and then only during the continuance of such right to vote or Control.

“ Warrant Certificate ” means the certificate of the Borrower representing the Credit Facility Warrants, substantially in the form attached as Schedule “III” hereto.

“ Warrant Exercise Amounts ” has the meaning set forth in Section 2.12(3).

“ Warrants ” means Common Share purchase warrants of the Borrower issued to the Pala Lender from time to time, including those issued on or prior to the date hereof and the Credit Facility Warrants.

Section 1.2 Accounting Principles.

Wherever in this Agreement reference is made to generally accepted accounting principles (“ GAAP ”), such reference means generally accepted accounting principles in the United States, or, in respect of a Person incorporated in Canada, generally accepted accounting principles consistent with International Financial Reporting Standards, from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, including those set out in the Handbook of the Canadian Institute of Chartered Accountants. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purposes of this Agreement and any other Loan Document, including the contents of any certificate to be delivered hereunder, such determination, consolidation or computation shall, unless the parties otherwise agree or the context otherwise require, be made in accordance with GAAP applied on a consistent basis.

Section 1.3 Interpretation.

In the Loan Documents, except to the extent the context otherwise requires:

(a) any reference to an Article, a Section, a Schedule or an Exhibit is a reference to an article or section thereof, or a schedule or an exhibit thereto, respectively, and to a
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Subsection or a clause is, unless otherwise stated, a reference to a Subsection or a clause of the Section or Subsection in which the reference appears;

(b) the words “hereof,” “herein,” “hereto,” “hereunder” and the like mean and refer to this Agreement or any other Loan Document as a whole and not merely to the specific Article, Section, Subsection, paragraph or clause in which the respective word appears;
(c) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined;
(d) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”;
(e) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of the Loan Documents;
(f) references to any Person shall include such Person’s successors and, to the extent that such person assigns an interest in any Loan Document, such Person’s permitted assigns;
(g) references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or replacing the statute or regulation referred to;
(h) any table of contents, captions and headings are for convenience of reference only and shall not affect the construction of this Agreement or any other Loan Document; and
(i) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

ARTICLE 2 THE LOANS

Section 2.1 The Loan.

The parties hereto confirm that (i) immediately prior to the date hereof the outstanding principal amount owing under the Existing Loan Agreement was $32,999,049.66, (ii) the $114,660.16 remaining amount owing under June Promissory Note immediately prior to the date hereof shall be added to the Principal Amount and the June Promissory Note shall be cancelled, (iii) $502,142.69 in interest owing by the Borrower to Pala immediately prior to the date hereof under the Existing Loan Agreement shall be added to the Principal Amount, (iv) the Extension Fee in the amount of $1,324,548.39 referred to below shall be added to the Principal Amount, and

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(v) as a result of the foregoing, the Principal Amount outstanding as of the date hereof under this Agreement is $34,940,400.90.

Section 2.2 Increase to the Total Commitment.

(1) In the event that the Borrower wishes to increase the Total Commitment by an amount of up to $15,000,000 at any time after the date hereof (the “ Additional Commitment ”), the Borrower may, upon 15 days’ notice to the Lead Arranger, request that the Lenders make the Additional Commitment available to the Borrower. Upon receipt of such notice, the Lead Arranger shall promptly provide notice to the Lenders and each Lender may, in its sole discretion, elect to increase the amount of its Commitment.
(2) Each Lender shall notify the Lead Arranger and the Borrower as soon as reasonably practicable, and in any event within such 15 day period contemplated in Section 2.2(1), of the decision by such Lender to increase its Commitment by an amount equal to its pro rata share (based on the proportion of its Commitment to the Total Commitment) of the Additional Commitment. If any of the Lenders declines to increase its Commitment by an amount equal to its pro rata share, then (i) the other Lenders may provide their pro rata portion of such deficiency (with such amount being calculated based on the pro rata portions of each of the Lenders that agree to provide a portion of such deficiency and not taking into account the pro rata portions of the Total Commitment of any Lenders who do not), provided that in no event shall any Lender be required to provide any such additional portion of the Additional Commitment, and (ii) the Borrower may request that any other lenders acceptable to the Lead Arranger (in its sole discretion) provide all or any part of the deficiency remaining after giving effect to (i) above (and any such additional lenders shall execute a joinder agreement to this Agreement in form and substance satisfactory to the Lead Arranger, acting reasonably, to evidence such agreement to become a Lender hereunder and agreeing to be bound by all of the terms and conditions of this Agreement applicable to Lenders). If less than the full amount of the requested Additional Commitment is obtained, the Borrower may by notice to the Lead Arranger elect to cancel the request for the Additional Commitment or may accept such lesser increase. Upon such election being made, the request shall be cancelled, or the increase to the Total Commitment shall be effective, as applicable.
(3) Subject to the terms and conditions of this Agreement, including fulfillment of the applicable conditions set forth in Article 3, the Additional Commitment shall be made available to the Borrower as part of the Total Commitment of the Lenders and, for greater certainty, all references herein to the Total Commitment shall be deemed to include the Additional Commitment. Notwithstanding any other provision of this Agreement, an amendment or other document giving effect to the Additional Commitment shall not require the consent of Lenders other than those participating in the increase and the Lead Arranger.
(4) Any Advances under the Additional Commitment are subject to the prior acceptance of the TSX.
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Section 2.3 Several Obligations.

Each Lender is severally liable for its Commitment and the Lenders are not jointly liable or jointly and severally liable. No Lender is responsible for the obligations under the Loan Documents of any other Lender.

Section 2.4 Extension Fee.

In consideration for the amendments to the Existing Loan Agreement provided hereunder, the Borrower agrees to pay an extension fee (the “ Extension Fee ”) in the amount of $1,324,548.39, which shall be earned and payable on the Closing Date as set forth in Section 2.1 and, rather than being paid in cash, shall instead be added to the Principal Amount on the Closing Date.

Section 2.5 Disbursement Fee.

On the date of making any Advance under the Additional Commitment, the Borrower shall pay to the Lenders a disbursement fee (the “ Disbursement Fee ”) equal to 4.00% of the principal amount of such Advance, payable to each Lender on a Pro Rata Basis in respect of such Loan. The Disbursement Fee rather than being paid in cash, shall instead be added to the Principal Amount on the date of disbursement of each such Advance.

Section 2.6 Purposes of the Loan.

The proceeds of the Loans are to be used to finance the construction and ramp-up costs of the Underground Project and all activities related thereto and working capital requirements of the Borrower and its Subsidiaries.

Section 2.7 Interest.

The Borrower shall pay interest on the unpaid principal amount of each Advance from the date of the Advance until the principal amount of the Advance is repaid in full at the rate equal to the Interest Rate in accordance with the provisions of Section 2.8.

Section 2.8 Payment of Interest.

(1) At least ten (10) Business Days prior to each Payment Date, the Borrower shall send each Lender a notice of payment (a “ Notice of Payment ”) which shall include: (i) confirmation as to whether the Borrower has elected to make the interest payment payable on such Payment Date in cash (provided that such election may only be made if otherwise permitted pursuant to the Senior Financing Agreements and documents related thereto), and (ii) to the extent that the Borrower has not elected to make such interest payment in cash, a request for confirmation from each Lender as to whether such Lender elects (x) to receive the applicable interest payment in Common Shares, or (y) to have the applicable interest payment added to the Principal Amount (which for certainty shall thereafter accrue interest hereunder as part of the Principal Amount). If the Borrower gives notice to the Lenders of its intention to pay the applicable interest payment on a Payment Date in cash, such notice shall be irrevocable and, other than as provided for in Section 2.8(4),
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the Borrower shall be required to make such payment in cash on such Payment Date to all Lenders on a Pro Rata Basis. If the Borrower fails to deliver a Notice of Payment with its election as set forth above, it shall be deemed to have elected to not pay in cash.

(2) Following a receipt of a Notice of Payment, if the Borrower has elected to not pay interest in cash, each Lender shall provide written notice to the Borrower, at least seven (7) Business Days prior to the applicable Payment Date, of its election (x) to receive the applicable interest payment in Common Shares (and in such case, the interest payment will be paid in Common Shares in accordance with Section 2.8(3)), or (y) to have the applicable interest payment added to the Principal Amount. If any Lender fails to make an election by the required date, it shall be deemed to have elected to have the applicable payments added to the Principal Amount.
(3) In the event that a Lender elects to have an interest payment paid by way of Common Shares in accordance with Section 2.8(2) or Section 2.8(4), the number of Common Shares to be issued in consideration of the payment of such interest shall be calculated by dividing the Canadian Dollar Equivalent Amount of the amount of the interest payment to be paid by the Issuance Price as of the applicable Payment Date (rounded down to the nearest whole number of Common Shares). Upon the issuance of such Common Shares, the Borrower will deliver to the Lenders such documentation as the Lead Arranger may reasonably request regarding the calculation of such number of Common Shares to be issued to attest that the securities are duly and properly issued, as fully-paid and non-assessable Common Shares and are Freely-Tradable. The Lenders will be treated as having become the holder of record of the Common Shares issuable upon the issuance on the applicable Payment Date. Notwithstanding the foregoing, all issuances of Common Shares hereunder will be subject to approval of the TSX (or such other stock exchange on which the Common Shares are listed at the time of an issuance) and compliance by the Borrower with all Applicable Securities Laws. The Borrower shall use its commercially reasonable efforts to promptly obtain conditional approval from the TSX in respect of any issuances of Common Shares to be made hereunder in advance of such issuances. In the event that such approval of the TSX is not obtained in respect of an issuance of Common Shares or if such issuance would be in contravention of Applicable Securities Laws, the applicable interest payment shall be added to the Principal Amount (which shall thereafter accrue interest at the Interest Rate).
(4) Notwithstanding the Borrower’s election set out in any Notice of Payment, but subject to the Borrower obtaining any necessary regulatory or shareholder approval, any Lender may at any time upon providing notice to the Borrower five (5) Business Days’ prior to a Payment Date, elect for its share of the interest payment due on such Payment Date to be paid in Common Shares.

Section 2.9 Default Interest.

Notwithstanding Section 2.7 or Section 2.8, the Borrower shall pay to the Lenders interest on overdue amounts both before and after demand, default and judgment, and on the Principal Amount upon the occurrence and during the continuance of an Event of Default, at a rate equal to the Interest Rate plus 3.00% and interest shall be payable on the last Business Day of each month in cash.

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Section 2.10 Interest Act.

For purposes of the Interest Act (Canada), where a rate of interest is to be calculated on the basis of a year of 360 days, the yearly rate of interest to which the 360 day rate is equivalent is such rate multiplied by the number of days in the year for which such calculation is made and divided by 360.

Section 2.11 Maximum Interest Rate.

In the event that any provision of any Loan Document would oblige the Borrower to make any payment of interest or any other payment (including pursuant to Section 2.12(5)) which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by a Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or other Applicable Law), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by a Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary as follows:

(a) firstly, by reducing the amount or rate of interest required to be paid under this Agreement; and
(b) thereafter by reducing any fees, commissions, premiums and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada) or other Applicable Law in such order as the Required Lenders may decide.

If, notwithstanding the provisions of clause (a) of this Section and after giving effect to all adjustments contemplated thereby, the Lenders shall have received an amount in excess of the maximum permitted by such clause, then such excess shall be applied by the Lenders to the reduction of the principal balance outstanding and not to the payment of interest, or if such excessive interest exceeds such principal balance, such excess shall be refunded to the Borrower.

Section 2.12 Repayments of the Loan.

(1) Maturity Date . On the Maturity Date, Borrower shall pay the outstanding Principal Amount and all accrued and unpaid interest.
(2) Voluntary Prepayments . Upon five (5) Business Days’ prior notice, the Borrower may prepay the outstanding amount of the Principal Amount in whole or in part, at any time; provided that, unless otherwise agreed by Required Lenders, each prepayment shall be in a principal amount of at least equal to the lesser of $1,000,000 and integral multiples of $500,000, or the outstanding Principal Amount. All voluntary prepayments pursuant to this Section 2.12(2) shall be accompanied by all accrued and unpaid interest in respect of the Principal Amount being prepaid.
(3) Warrant Set-Off. In the event that, at any time prior to the Maturity Date, the Pala Lender provides written notice to the Borrower of the exercise of any or all of its Warrants, the
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Pala Lender may (in its sole discretion) elect to satisfy all or any part of the consideration payable by the Pala Lender to the Borrower in connection with such exercise (any such amounts, the “ Warrant Exercise Amounts ”) by the deemed repayment and set-off of any outstanding amounts hereunder owed by the Borrower to the Pala Lender in an amount equal to the Warrant Exercise Amounts. For greater certainty, the foregoing applies to one or more exercises of Warrants that may occur from time to time prior to the Maturity Date.

(4) Application of Prepayments . All prepayments of the Principal Amount, and any set-off pursuant to Section 2.12(3), shall be applied first, to any interest that has been added to the Principal Amount, second to any fees (including the Extension Fee and Disbursement Fee) that have been added to the Principal Amount, and third to the Principal Amount of the Loans advanced.
(5) Repayment Premium . Any prepayment of the Principal Amount of the Loans advanced prior to the Maturity Date, whether as a result of an acceleration following an Event of Default (whether automatic or at the option of the Required Lenders), pursuant to Section 2.12(6), on a voluntary basis under Section 2.12(2) or otherwise, shall be accompanied by a repayment premium equal to the Applicable Percentage of the Principal Amount being repaid. For greater certainty, such repayment premium shall not be applicable to (i) the repayment of any portion of the Principal Amount consisting of interest or fees or amounts other than the Loans that have been capitalized and added to the Principal Amount, (ii) prepayments made pursuant to Section 5.2(18), or (iii) any set-off made pursuant to Section 2.12(3).
(6) Change of Control . Upon the event of a Change of Control, as a condition to completion of such Change of Control, any Lender may, at its sole discretion, elect for all amounts outstanding to it under this Agreement to be prepaid or repaid in full by the Borrower immediately prior to, or concurrently with, the completion of the Change of Control. If a Lender makes such an election, the prepayment or repayment shall be subject to the payment of the same repayment premium set out in Section 2.12(5).

Section 2.13 Payments.

(1) Payments . Borrower shall make each payment under the Loan Documents, unconditionally in full without set off, counterclaim or, to the extent permitted by Applicable Law, other defense, and free and clear of, and without reduction for or on account of, any present and future taxes or withholdings, and all liabilities with respect thereto. Each payment shall be made not later than 2:00 p.m. (Eastern Time) on the day when due to the Lenders in Dollars and in same day funds, or such other funds as shall be separately agreed upon by Borrower and a Lender, in accordance with each Lender’s payment instructions. All payment shall be made to the Lenders on a Pro Rata Basis.
(2) Extension . Whenever any amount is payable hereunder or under any other Loan Document on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.
(3) Tax Documentation . Upon the written and reasonable request of Borrower, (i) a Lender shall provide to Borrower any reasonable certification, documentation, information or
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other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Lender, or (ii) to make any valid or timely declaration or similar claim or satisfy any other reporting requirement or to provide any information or forms relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of withholding or deduction of, Taxes imposed by a Relevant Taxing Jurisdiction. If a Lender fails to comply with the requirements of the preceding sentence, then, notwithstanding any provision in this Agreement to the contrary, Borrower may deduct any resulting Taxes from the payments to such Lender. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Section 2.14 Obligations with Respect to the Loan.

Borrower shall indemnify and hold the Lenders and Lead Arranger harmless from and against any claim made by any materialmen, contractors, subcontractors, workers or other Persons for work, services or materials done on or furnished to or placed on the Mining Properties, or employed in the construction, improvement, operation or equipping of the Project, or for any debts or claims accruing to any such Persons of or against Borrower or any other Person, in each case excluding any debt or claims arising out of Lenders’ gross negligence, bad faith or willful misconduct or material breach by a Lender of its obligations under a Loan Document.

ARTICLE 3 CONDITIONS PRECEDENT; CLOSING DELIVERABLES

Section 3.1 Conditions Precedent to Closing.

On the Closing Date each of the following conditions precedent shall be satisfied or waived by the Lead Arranger:

(a) The Lenders shall have received, in form and substance satisfactory to the Lead Arranger, acting reasonably, each of the following:
(i) this Agreement, duly executed by Borrower;
(ii) from the Borrower, a certificate of its corporate secretary or other senior officer dated as of the date hereof, as to and attaching: (A) resolutions of the Board, then in full force and effect authorizing the execution, delivery and performance of this Agreement; (B) its, articles, bylaws, and other constating documents; and (C) the incumbency and signatures of those of its officers authorized to act with respect to the Loan Documents to be executed by it; and
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(iii) from the Borrower, a good standing certificate from its jurisdiction of incorporation dated within five (5) Business Days of the Closing Date.
(b) The out-of-pocket fees and expenses of the Lenders shall have been paid or provision for payment of same shall have been made to the satisfaction of the Lenders. The Borrower hereby acknowledges and confirms that the Lenders may deduct any such fees and expenses from Advances.
(c) Borrower shall have delivered to the Lead Arranger’s satisfaction evidence of the receipt of all material consents, authorizations, approvals, rulings or orders of, or registrations with, and the timely submission of any notices, filings, petitions, statements, registrations, submissions of information, application or submission of other documents under all Applicable Laws, from or to any Governmental Body or other Person required to be obtained or made by Borrower in connection with the execution, delivery and performance of this Agreement and each other Loan Document, the consummation of the transactions contemplated hereby and thereby, other than (i) the Shareholder Approval, and (ii) the TSX acceptance for Advances to be made under the Additional Commitment.
(d) The Credit Facility Warrants shall have been issued to the Pala Lender.

Section 3.2 Conditions Precedent to Advances in Respect of the Additional Commitment.

The obligation of the Lenders to fund each Advance shall be subject to the prior satisfaction of the following conditions precedent to the satisfaction of the Lead Arranger:

(a) The representations and warranties set forth in Section 4.1 shall be true and correct on the date of such Advance.
(b) No Default or Event of Default shall have occurred and be continuing or will arise as a result of making such Advance.
(c) No material litigation shall have been commenced or continuing against the Borrower or any Subsidiary of the Borrower.
(d) No Material Adverse Change since the date of this Agreement shall have occurred.
(e) The Borrower, since the date of this Agreement, shall have duly observed and performed all of its covenants and other agreements and shall have satisfied every condition contained in the Loan Documents to be observed, performed or satisfied by it.
(f) Lenders shall have received, in form and substance satisfactory to the Lead Arranger, each of the following:
(i) from the Borrower, a certificate of a senior officer dated as of the date of such Advance, confirming the conditions precedent set forth in paragraphs (a), (b), (c), (d) and (e) above;
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(ii) Borrower shall have provided notice of such Advance at least 10 Business Days prior to the date of the such Advance; and
(iii) from Borrower, a good standing certificate from its jurisdiction of incorporation dated within five (5) Business Days of the date of such Advance.
(g) The TSX has provided its acceptance for Advances to be made under the Additional Commitment.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of the Borrower.

Borrower hereby makes the representations and warranties to the Lenders that are set forth in this Section 4.1. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty.

(1) Organization and Powers . Each Borrower Group Member is:
(a) duly incorporated, organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, and has all requisite power and authority to execute and deliver, and perform its obligations under, the Loan Documents to which it is a party;
(b) qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the nature and location of its assets requires such qualification except where such failure to qualify could not reasonably be expected to have a Material Adverse Effect; and
(c) has all requisite power and authority to own its assets and carry on its business.

(2) Authorization; No Conflict .

The execution and delivery by the Borrower of, the performance of its obligations under, and the consummation of the transactions contemplated in the Loan Documents to which it is a party have been duly authorized by all necessary corporate action of the Borrower and do not and will not:

(a) violate the terms of the Organizational Documents of the Borrower;
(b) conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any unsatisfied written or oral contract, agreement, license, concession, indenture, mortgage, debenture, note or other instrument to which any Borrower Group Member is a party, subject or otherwise bound in each case except as would not reasonably be expected to have a Material Adverse Effect;
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(c) violate in any material respect any Applicable Law to which any Borrower Group Member is subject or otherwise bound; or
(d) result in, or require, the creation or imposition of any Lien upon or with respect to any of the Business Assets or Business Affairs of any Borrower Group Member.
(3) Execution; Binding Obligation . Each Loan Document has been duly and validly executed and delivered by the Borrower. The Loan Documents constitute, or when delivered under this Agreement will constitute, legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except to the extent enforcement may be affected by Applicable Laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.
(4) Consents . No Borrower Group Member is required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Person in connection with the execution and delivery of any Loan Document or the consummation of the transactions contemplated herein and therein, other than as have been received and (i) the Shareholder Approval, and (ii) the TSX acceptance for Advances to be made under the Additional Commitment.
(5) No Defaults . No event has occurred or circumstance exists that (with or without notice or lapse of time) has contravened, conflicted with or resulted in, or may contravene, conflict with or result in, a violation or breach of, or give any Borrower Group Member or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any material written contract, lease, license, concession, Authorization, agreement, indenture, mortgage, debenture, note, instrument, or Order material to the Business Affairs of any Borrower Group Member to which it is a party or by which it or its Business Assets may be bound, and, to the knowledge of Borrower, each other Person that is party thereto is in compliance in all material respects with the terms and requirements thereof, in each case, except as could not reasonably be expected to have a material impact on the Business Affairs or prospects of any Borrower Group Member.
(6) Litigation . There are no material actions, suits, investigations, claims or proceedings pending or, to the best of Borrower’s knowledge, threatened in writing against or directly affecting any Borrower Group Member before any Governmental Body or arbitrator, other than disclosed to the Lenders in writing prior to the date hereof.
(7) Financial Statements; Projections . All consolidated financial statements of the Borrower and the Nevada Sub delivered to the Lenders are complete and correct and fairly present, in all material respects, the financial condition and results of operations of the Borrower and the Nevada Sub as at the times and for the periods covered by such statements, in each case in accordance with GAAP, subject, in the case of any unaudited financial statements, to normal year end adjustments and any absence of notes. Since the most recent date of such financial statements, there has been no Material Adverse Effect. All financial projections and forecasts delivered to Lenders represent the Borrower’s reasonable estimates and assumptions as to future performance, which the Borrower
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believes to be fair and reasonable as of the time made in the light of current and reasonably foreseeable business conditions.

(8) Liabilities . No Borrower Group Member has any material liabilities, of any nature whatsoever, whether direct or indirect, matured or unmatured, known or unknown, fixed, absolute, accrued, contingent or otherwise, that are not reflected in the consolidated financial statements referred to in Subsection (7) above, in the notes thereto other than liabilities arising (i) in the ordinary course of business since the date of such financial statements, or (ii) in connection with this Agreement.
(9) Taxes . (i) Each Borrower Group Member has filed or caused to be filed on a timely basis all federal (United States or Canada), state, provincial, territorial and material local tax returns that were required to be filed by or with respect to it pursuant to Applicable Law, (ii) all tax returns filed by such Borrower Group Member are complete and correct and comply with Applicable Law in all material respects, (iii) each Borrower Group Member has paid, or made provisions for the payment of, all material Taxes that have been or could have become due for all periods covered by any tax return or otherwise, (iv) each Borrower Group Member has withheld or collected and paid to the proper Governmental Body or other Person all material Taxes required to be withheld, collected or paid by it, (v) no claim has been made by any Governmental Body in a jurisdiction where any Borrower Group Member does not file tax returns that such Borrower Group Member is or could be subject to taxation by that jurisdiction, (vi) no tax return of any Borrower Group Member is under audit by any Governmental Body, and (vii) no proceedings are pending before any Governmental Body with respect to material Taxes of any Borrower Group Member, except for proceedings that are being contested in good faith and by appropriate and lawful proceedings promptly initiated and diligently conducted and for which reserves satisfactory to Required Lenders have been established.
(10) Insurance . The Business Assets and Business Affairs of each Borrower Group Member are insured, with financially sound and reputable insurance companies (not Affiliates of any Borrower Group Member), in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in similar businesses and owning similar properties in the localities where such Borrower Group Member operates.
(11) Title to Assets; Liens . Subject to Permitted Liens, the Borrower Group Members (i) have valid and subsisting leasehold title to any leases of real property included within the Mining Properties, (ii) have valid possessory and record title to all unpatented mining claims and millsite claims included within the Mining Properties, except for such claims that are leased to a Borrower Group Member and are covered under part (i) of this paragraph, (iii) have good and marketable title to such other real property interests included within the Mining Properties and not otherwise included under parts (i) and (ii) of this paragraph, and (iv) have good and valid title to or hold a valid leasehold interest in such properties and assets, which are not real property interests. There are no Liens upon or with respect to any of the properties and assets included in the Mining Properties, except for Permitted Liens. Without limiting the foregoing and subject to Permitted Liens:
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(a) no Person other than the Borrower Group Members has any rights to participate in or operate the Mining Properties or the Project except as consented to in writing by the Required Lenders or permitted by Section 5.3(5)(c);
(b) the Mining Properties comprise all of the mineral or surface interests held by the Borrower Group Members in respect of the Project;
(c) other than the Mining Properties, there are no mineral or surface interests necessary to the Underground Project or their development;
(d) other than pursuant to the Royalties, the Offtake Agreements and the Senior Financing Agreements, none of the Mining Properties are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty; and
(e) none of the Permitted Liens, other than Permitted Liens granted in connection with the Senior Financing Agreements, could reasonably be expected to have a Material Adverse Effect on the ability of any Borrower Group Member to enjoy the anticipated benefits of said Mining Properties.
(12) Maintenance of Mining Properties . All claim maintenance fees, mining patents, taxes, fees and other amounts have been paid when due and payable and all other actions have been taken and all other obligations as are required to maintain the Project have been complied with, except where the failure to make a payment when due or take an action or perform an obligation could not reasonably be expected to have a Material Adverse Effect.
(13) Authorizations . Borrower Group Members have obtained or been issued all Authorizations (including environmental Authorizations), rights (including surface and access rights), privileges, concessions or franchises necessary for (i) the Development of the Underground Project and (ii) the commencement and ongoing operation of commercial production of concentrates, other than, in each case, such Authorizations, rights, privileges, concessions or franchises (A) that are not necessary on the date this representation and warranty is given for the conduct of Development activities as such activities are currently being conducted, but that are expected to be obtained, in the ordinary course of business, by the time they are necessary for the conduct of Development activities and the eventual commencement and ongoing commercial production of concentrates, as applicable or (B) the failure to have or obtain which are not material to the Development of the Underground Project or the commencement and ongoing operation of commercial production of concentrates. There are no facts or circumstances that might reasonably be expected to adversely affect the issuance of any such material Authorizations (including environmental Authorizations), rights (including surface and access rights), privileges, concessions or franchises.
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(14) Compliance with Applicable Laws . Each Borrower Group Member and the Project is in compliance in all material respects with all other material Applicable Laws. Without limiting the generality of the foregoing,
(a) each Borrower Group Member and the Project is in material compliance with all applicable Environmental Laws, and there are no actions, suits, claims, notices of violation, hearings, investigations or proceedings pending or, to the best of Borrower’s knowledge, threatened against or affecting any Borrower Group Member with respect to the ownership, use, maintenance and operation of the Project or the Business Assets of any Borrower Group Member, relating to any applicable Environmental Laws, where any adverse determination with respect thereto or liability imposed therein could reasonably be expected to have a Material Adverse Effect or result in liability above the Threshold Amount; and
(b) no Borrower Group Member, nor, to the knowledge of the Borrower, any director, officer, agent, employee or other Person acting on behalf of any Borrower Group Member has, in the course of his, her or its actions: (i) used, or authorized the use of, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made, or authorized the making of, any direct or indirect unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic or foreign government official or employee from corporate funds; or (iii) violated or is in violation of any provision of the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act of 1977 , as amended, or any similar act under any Applicable Laws.
(15) Subsidiaries; Other Ventures . Each of BC Sub, Lion Iron, and Nevada Sub is a direct, wholly owned subsidiary of Borrower. None of the Borrower Group Members has any other Subsidiaries or any other equity interest in any Person. No Borrower Group Member is engaged in any joint purchasing arrangement, joint venture, partnership or other joint enterprise with any other Person.
(16) Certain Indebtedness . The consolidated financial statements of the Borrower most recently publicly filed on SEDAR discloses, as of the date of such financial statements, all Indebtedness of each Borrower Group Member which is either (a) Debt or (b) which was incurred outside of the ordinary course of the business and is material to the Business Affairs of such Borrower Group Member.
(17) Solvency. Each of Borrower and Nevada Sub is Solvent.
(18) Employee Benefit Plans . Each Employee Benefit Plan mandated by a Governmental Body that is intended to qualify for special tax treatment meets all of the requirements for such treatment and has obtained all necessary approvals of all relevant Governmental Bodies. No Employee Benefit Plan has any unfunded liabilities, determined in accordance with GAAP, that have not been fully accrued on the financial statements of the Borrower or Nevada Sub or that will not be fully offset by insurance. All Employee Benefit Plans are registered where required by, and are in good standing under, all Applicable Laws. For purposes of this paragraph (18), “Employee Benefit Plan” means any employee benefit
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plan, pension plan, program, policy or arrangement sponsored, maintained or contributed to by the Borrower or its Subsidiaries or with respect to which the Borrower or any Subsidiary has any liability or obligation. No event has occurred and no condition exists that could subject Borrower or its Subsidiaries, either directly or by reason of its affiliation with any member of their Controlled Group, to any liability imposed by Title IV of The Employee Retirement Income Security Act of 1974 of the United States of America and the rules and regulations promulgated thereunder, together with any successors (“ERISA”), or to any lien imposed by Section 430 of the US Internal Revenue Code of 1986, as amended (the “Code”) or Section 303 or Title IV of ERISA. “Controlled Group” means any trade or business (whether or not incorporated) (i) which is or has at any relevant time been under common control within the meaning of Section 4001(b)(1) of ERISA with Borrower or its Subsidiaries or (ii) which together with Borrower or its Subsidiaries is or was at any relevant time treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

(19) Intellectual Property . Each Borrower Group Member owns, licenses or otherwise has the right to use all material licenses, Authorizations, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto. No slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Borrower Group Member infringes upon or conflicts with any rights owned by any other Person. No claim or litigation regarding any of the foregoing is pending or, to its knowledge, threatened.
(20) Disclosure . None of the representations or warranties made by any Borrower Group Member in the Loan Documents as of the date of such representations and warranties, and none of the statements contained in any other information with respect to any Borrower Group Member, including each exhibit or report, furnished by or on behalf of such Borrower Group Member to Lenders in connection with the Loan Documents, contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they are made, not misleading.

ARTICLE 5 COVENANTS

Section 5.1 Reporting Covenants.

So long as any of the Obligations shall remain unpaid, Borrower agrees that:

(1) Financial Statements, Other Reports and Notices . Borrower shall furnish and shall cause each Borrower Group Member to provide, to the Lenders, all reports (including, without limitation, financial reports and financial statements) and all other notices and information delivered or required to be delivered to the lenders or the agents under the KfW New Loan Facility concurrently with the delivery of such reports, notices and information to the lenders or the agents under the KfW New Loan Facility. To the extent
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not otherwise included in the foregoing, upon request by the Lead Arranger, the Borrower shall also provide the Lenders with monthly construction and operational reports in respect of the Underground Project.

(2) Compliance Certificate . Within 45 days after each Payment Date, the Borrower shall deliver to the Lenders, a Compliance Certificate.
(3) Material Events . Borrower shall provide prompt notice in writing to the Lenders of the occurrence of any Default, Event of Default or Material Adverse Effect, or the occurrence of any event or circumstance which would reasonably be likely to result in a Material Adverse Effect. Each such notice shall be accompanied by a written statement by an Authorized Officer of Borrower setting forth details of the occurrence referred to therein.
(4) Material Litigation . Borrower shall provide prompt notice in writing to the Lenders of all material actions, suits and proceedings before any Governmental Body or arbitrator pending, or to the best of Borrower’s knowledge, threatened in writing against or directly affecting any Borrower Group Member or the Project, including any actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the best of Borrower’s knowledge, threatened against or affective any Borrower Group Member, or with respect to the ownership, use, maintenance and operation of its properties, relating to Environmental Laws.
(5) Additional Information . Borrower shall furnish to the Lenders statements, lists of property and accounts, budgets, forecasts, projections, reports, or other information respecting the operations, properties, business or condition (financial or otherwise) of any Borrower Group Member as the Required Lenders may from time to time reasonably request; in each case, in a form reasonably acceptable to the Required Lenders.

Section 5.2 Affirmative Covenants.

So long as any of the Obligations shall remain unpaid or unsatisfied, Borrower shall duly perform and comply with each of the following affirmative covenants:

(1) Preservation of Existence, Etc . Borrower shall maintain, and cause each Borrower Subsidiary to maintain, in good standing and full force and effect its legal existence in its present jurisdiction of incorporation, continuance or formation and obtain, maintain and preserve the Authorizations, registrations, legal capacity, rights and qualifications necessary to carry on its Business Affairs and own its Business Assets in each jurisdiction in which it carries on its Business Affairs or any of its Business Assets are located, except where such failure to obtain, maintain or preserve could not reasonably be expected to have a Material Adverse Effect.
(2) Payment of Taxes and Claims . Except in respect of any amounts which any Borrower Group Member may have disputed in good faith, is diligently proceeding with all such appeals or other legal proceedings as may be available to it in respect thereof, and for which such Borrower Group Member has made adequate reserves in accordance with GAAP, and which could not reasonably be expected to have a Material Adverse Effect, Borrower shall, and shall cause each Borrower Subsidiary to:
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(a) pay and discharge all lawful claims for labor, material, supplies and services when due;
(b) deliver or cause to be delivered all returns in respect of material income taxes, Sales Taxes and other Taxes when they are due to the appropriate Governmental Body;
(c) punctually pay and discharge all material Taxes payable by it when due;
(d) make adequate reserves in respect of any Taxes in accordance with GAAP;
(e) withhold and collect all material Taxes required to be withheld and collected by it and remit such material Taxes to the appropriate Governmental Body when due in the manner required by Applicable Law; and
(f) pay and discharge all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.
(3) Maintenance of Insurance . Borrower shall, and shall cause each Borrower Subsidiary, other than any Subsidiaries whose assets in aggregate have a value of less than $100,000, to, carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies (not Affiliates of any Borrower Group Member), insurance in such amounts, with such deductibles and covering such risks as required by Applicable Law and as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where any Borrower Group Member operates.
(4) Keeping of Records and Books of Account . Borrower shall keep, and cause each Borrower Subsidiary to keep, accurate Records of its financial affairs reflecting all material financial transactions of each Borrower Group Member sufficient to permit the preparation of financial statements therefrom in accordance with GAAP.
(5) Inspection Rights . Borrower shall, and shall cause each Borrower Subsidiary to, permit each Lender or any of its agents or representatives, at any reasonable time, during normal business hours and on not less than two (2) Business Days’ notice (except if an Event of Default has occurred and is continuing, in which case, no prior notice is required), and from time to time:
(a) to visit and inspect the Project;
(b) to examine and make copies of and abstracts from the material Records of any Borrower Group Member;
(c) to discuss the business affairs, finances and accounts of the Borrower Group Members with any of the senior officers of any of them;
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(d) communicate directly with each Borrower Group Member’s independent certified public accountants;

provided that: (i) if an Event of Default has occurred and is continuing, Borrower will pay for such Lender’s reasonable costs and expenses to visit, inspect or audit the Project; and (ii) if no Event of Default has occurred and is continuing, all other inspections shall be at Lenders’ sole cost and expense.

(6) Compliance with Laws, Etc . Borrower shall, and shall cause each Borrower Subsidiary to, comply in all material respects with the requirements of all material Applicable Laws.
(7) Maintenance of Business Assets, Etc . Borrower shall, and shall cause each Borrower Subsidiary to, maintain and preserve all of its Business Assets, including the Mining Properties, necessary or useful in the proper conduct of its Business Affairs in full force and effect, and, as applicable, in good working order, repair and condition, ordinary wear and tear excepted.
(8) Licenses . Borrower shall, and shall cause each Borrower Subsidiary to, obtain and maintain all material Authorizations necessary in connection with the execution, delivery and performance of the Loan Documents, the consummation of the transactions therein contemplated or the operation and conduct of its business and ownership of its properties.
(9) Use of Proceeds . Borrower shall use the proceeds of the Loans solely in accordance with Section 2.6 of this Agreement.
(10) Contracts . Borrower shall, and shall cause each Borrower Subsidiary to, perform and observe in all material respects all the terms, covenants and conditions required to be performed and observed by it under its contractual obligations, and do all things necessary to preserve and to keep unimpaired its rights under such contractual obligations; except where such failure could not reasonably be expected to have a material impact on the Business Affairs or prospects of any Borrower Group Member, provided, however, that nothing in this Section 5.2(10) shall limit or prevent any Borrower Group Member from contesting any of its contractual obligations in good faith and by appropriate and lawful proceedings diligently conducted.
(11) Material Project Agreements . Borrower shall, and shall cause each Borrower Subsidiary to:
(a) at all times be in compliance in all material respects with all of its covenants, agreements and obligations in, and diligently enforce all its material rights under, all Material Project Agreements to which it is a party;
(b) not alter, amend or waive in any material respect or permit any termination, surrender or alteration in any material respect of any Material Project Agreement to which it is a party, except with the prior written consent of Required Lenders, not to be unreasonably withheld; and
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(c) provide Lenders with copies of any Material Project Agreement entered into prior to the Closing Date upon request by any Lender, and promptly provide Lenders with copies of any Material Project Agreement entered into after the Closing Date and all material correspondence received in relation to any of the Material Project Agreements.
(12) Default under Material Project Agreements . Borrower shall promptly provide a copy to Lenders of any and all notices of claim of any material default or breach under any Material Project Agreement or of the occurrence of any condition entitling any party to terminate its obligations thereunder and of any material amendments made to any of the Material Project Agreements or any additions thereto.
(13) Conduct of Business . Other than in respect of events or circumstances arising as a result of a Force Majeure, Borrower shall, and shall cause each Borrower Subsidiary to (i) conduct its Business Affairs in the ordinary course and (ii) use its reasonable efforts in the ordinary course and consistent with past practice (A) to preserve its Business Affairs and the goodwill and business of the customers, advertisers, suppliers and others with whom it has business relations and (B) keep available the services and goodwill of its employees.
(14) Fiscal Year; Accounting Practices . Borrower shall notify the Lenders at least 30 days in advance of any action any Borrower Group Member intends to take (i) to change its fiscal year or (ii) to do any of the following in a manner in any material respect inconsistent with the financial statements previously delivered by it to Lenders: alter its method of accounting; alter any accounting practice used by it; or alter the application of GAAP.
(15) Notices . Borrower shall promptly give written notice to Lenders:
(a) of any dispute pertaining to the Project which may exist between any Borrower Group Member and any Governmental Body or of any requirement of any Governmental Body which, in each case has resulted in or could have a Material Adverse Effect;
(b) of any labor controversy which has resulted in or could have a Material Adverse Effect on the construction or operation of the Project;
(c) of any other matter which has resulted in or could result in a Material Adverse Change to the construction or operation of the Project or which materially and adversely affects the Business Affairs or Business Assets of any Borrower Group Member;
(d) except for ordinary course wear and tear, of any damage to or destruction of any property, real or personal, which forms part of the Project, which might give rise to an insurance claim, if the cost of any repairs to or replacement of such assets exceeds the Threshold Amount;
(e) if any notice of expropriation with respect to the Project or any part thereof, such notice to be delivered forthwith upon Borrower’s receipt of notice of such proceedings and Borrower hereby covenants and agrees that no claim in respect
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of any such expropriation shall be compromised or settled by any Borrower Group Member or any of their respective Affiliates without the prior written consent of Required Lenders;

(f) of any sanctions applied by any Governmental Body against any Borrower Group Member;
(g) the occurrence of any Default;
(h) any termination or cancellation of any insurance policy which any Borrower Group Member is required by the Loan Documents to maintain, unless such policy is replaced without any break in coverage with an equivalent or better policy; and
(i) such other information respecting the Business Affairs or Business Assets of any Borrower Group Member as Required Lenders may from time to time reasonably request in order to determine compliance with or otherwise in connection with the administration or enforcement of this Agreement or any Loan Document.
(16) Liens . The Borrower shall not, without the prior consent of the Required Lenders, create, incur, assume or suffer to exist any Liens of mechanics, materialmen, or other similar persons for services or materials including, without limitation, construction liens, whether incurred in the ordinary course of business or otherwise and whether or not such liens are Permitted Liens under this Agreement, but excluding: (i) any Permitted Liens under this Agreement that exist as of the Closing Date and (ii) any statutory Liens for mechanics, materialmen, shippers, warehousemen, carriers and other similar persons for services or materials that are being contested in good faith and by appropriate and lawful proceedings promptly initiated and diligently conducted by the Borrower and for which reserves satisfactory to the Required Lenders have been established.
(17) Surety Bonds etc . The Borrower shall ensure that all surety and other bonds and/or letters of credit posted or delivered by or on behalf of the Borrower and/or any of its affiliates to or with any Governmental Body to secure obligations of the Borrower, and any collateral posted in respect thereof, remain in place unless otherwise agreed to in writing by the Required Lenders.
(18) Qualified Financing . In the event that the Borrower consummates a Qualified Financing, the Borrower shall, to the extent directed by the Lead Arranger, in its sole discretion, utilize and apply any portion of the net proceeds therefrom (subject to restrictions in connection with the KfW New Loan Facility and related documents) to prepay outstanding amounts owing to the Lenders and the Lead Arranger pursuant to the Loans.
(19) Shareholder Approval of Credit Facility Warrants. The Borrower shall (i) obtain the written consent of a majority of disinterested shareholders to approve, or (ii) convene a shareholders’ meeting seeking to obtain the approval of disinterested shareholders of the Borrower for, the Credit Facility Warrants becoming exercisable (the “ Shareholder Approval ”). The Board (excluding any interested directors) has confirmed that they will recommend that shareholders vote in favour of the resolution in respect of the Shareholder Approval. In the event that a shareholders’ meeting is convened to seek the
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Shareholder Approval, the Borrower shall retain, at its expense, a reputable proxy solicitor, as approved by the Pala Lender, acting reasonably, to assist with obtaining support for the resolution in respect of the Shareholder Approval. In the event that the Shareholder Approval is not obtained by February 28, 2022, the Interest Rate shall be increased by 1.5% until the Maturity Date with effect from the earlier of (a) February 28, 2022, and (b) the date upon which shareholders of the Borrowers do not approve the resolution in respect of the Shareholder Approval.

Section 5.3 Negative Covenants.

So long as any of the Obligations shall remain unpaid or unsatisfied, Borrower shall duly perform and comply with each of the following negative covenants:

(1) Liens; Negative Pledges . Borrower shall, and shall cause each Borrower Subsidiary to, not create, incur, assume or suffer to exist any Lien upon or with respect to any of its Business Assets, whether now owned or hereafter acquired, other than Permitted Liens.
(2) Change in Nature of Business; Relocation of Assets . Borrower shall not, and shall cause the Borrower Subsidiaries to not, directly or indirectly:
(a) change the nature of the Borrower Business;
(b) cease to carry on the Borrower Business, or any substantial part thereof; or
(c) engage in any new business that is not the Borrower Business.
(3) Restrictions on Fundamental Changes . Borrower shall not, without the prior written consent of the Required Lenders, whether in one transaction or a series of transactions:
(a) to the extent that any such transaction would in the reasonable opinion of Required Lenders materially adversely affect the ability of the Borrower to meet its obligations under this Agreement, (A) permit any Borrower Subsidiary to amalgamate, merge or consolidate with, any Person; provided, however, that any Borrower Group Member may liquidate or dissolve voluntarily into, and may amalgamate, merge with and into, or have its stock otherwise acquired by any other Borrower Group Member; (B) acquire all or substantially all, or permit any Borrower Subsidiary to acquire all or substantially all of (1) the Capital Stock or assets of any Person or (2) the assets constituting the business of a division, branch or other unit operation of any Person, provided, however, that any Borrower Group Member may acquire all or substantially all of the assets of (or the assets constituting the business of a division, branch or other unit operation of) any other Borrower Group Member;
(b) sell, convey, transfer, lease or otherwise dispose of, or permit any Borrower Subsidiary to sell, convey, transfer, lease or otherwise dispose of, any of its material assets or any interest therein to any Person, or any material interest in the Project or Project assets, or permit or suffer any other Person to acquire any material interest in any of its assets, except (A) Permitted Liens, (B) as otherwise
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permitted under item (a) above, (C) the sale or disposition of inventory in the ordinary course of business and/or assets which have become obsolete, unneeded or are replaced in the ordinary course of business, or (D) the sale or other disposition of equipment that Borrower determines is no longer useful in its business; or

(c) enter into any joint venture or minority interest development arrangement with any other Person or Persons with respect to the Project or Borrower’s Business Assets unless:
- (i) Nevada Sub retains at least a 51% undivided interest in the Project;
- (ii) Nevada Sub is at all times the operator of the Project; and
- (iii) (1) Each joint venture participant agrees in a document, acceptable to Required Lenders, acting reasonably, to assume its proportionate share of all of the obligations and duties under this Agreement, or (2) Borrower agrees to be responsible for the Obligations as if Nevada Sub were still the 100% owner.
(4) Distributions . Borrower shall not without the prior written consent of the Required Lenders:
(a) declare or make, or permit any Borrower Subsidiary to declare or make, any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account or in respect of any of its Capital Stock, except dividends and distributions on account of its Capital Stock exclusively paid to any Borrower Group Member;
(b) purchase, redeem or otherwise acquire for value any of Borrower’s Capital Stock;
(c) prepay or redeem, or permit any Borrower Subsidiary to prepay or redeem, any Debt that is subordinated to the Obligations or make or permit any Borrower Subsidiary to make any payment in respect of such Debt at any time that a Default is continuing or would be caused by such payment; or
(d) except pursuant to the Senior Financing Documents, grant or otherwise agree to or suffer to exist any consensual restrictions on the ability of any Borrower Group Member to pay dividends and make other distributions to any other Borrower Group Member, or to pay any Debt owed to any other Borrower Group Member or transfer properties and assets to any other Borrower Group Member.
(5) Loans and Investments . Except with the prior consent of the Required Lenders, such consent not to be unreasonably withheld, Borrower shall not, and shall not permit any Borrower Subsidiary to, directly or indirectly, make or maintain any loan or advance to any other Person or own, purchase or otherwise acquire any Capital Stock, obligations or other securities of, or otherwise invest in, any other Person (any such transaction being an “ Investment ”). Notwithstanding the above, Borrower may make:
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(a) loans and advances among the Borrower Group Members;
(b) Investments in Accounts, contract rights and chattel paper, notes receivable and similar items arising or acquired in the ordinary course of business consistent with any Borrower Group Member’s past practice;
(c) incidental advances to employees of any Borrower Group Member in the ordinary course of business;
(d) Investments in direct obligations to the United States of America or Canada or any agency thereof, banker’s acceptances and certificates of deposit issued by any commercial bank in the United States of America or Canada and commercial paper with the highest rating obtainable from at least two of the major rating agencies;
(e) Investments permitted under Section 5.3(5)(c) or Section 5.3(10); and
(f) Letters of credit, guarantees or other forms of financial assurance provided in relation to obtaining or maintaining any permits of any Borrower Group Member.
(6) Transactions with Related Parties . Borrower shall not, and shall not permit any Borrower Subsidiary to, directly or indirectly, enter into any transaction with any Person that is an Affiliate of any Borrower Group Member (other than Borrower or any Borrower Subsidiary), or any Authorized Officer or director of any Affiliate of any Borrower Group Member, which is on terms less favorable to any Borrower Group Member than would be obtained in an arm’s length transaction with a non affiliated Person.
(7) Amendments of Organizational Documents; Name Change; Jurisdiction Change . Borrower shall not, and shall not permit any Borrower Subsidiary to, agree to or permit any amendment, modification or waiver of any Organizational Documents that would be inconsistent in any material respect with the terms of any of the Loan Documents.
(8) Limitation on Indebtedness . Borrower shall not create, assume, incur, guarantee, or otherwise become liable upon or suffer to exist, or permit any Borrower Subsidiary to create, assume, incur, guarantee, or otherwise become liable upon or suffer to exist, any Indebtedness except:
(a) the Obligations;
(b) Indebtedness among Borrower Group Members;
(c) current liabilities in respect of Taxes incurred, or liabilities for labor, materials, inventory, services, supplies and rentals incurred, or for goods or services purchased, in the ordinary course of business consistent with past practice and industry practice in respect of arm’s length transactions;
(d) all Indebtedness outstanding on the Closing Date and referenced in the most recent financial statements of the Borrower and all renewals, extensions, refinancing or refunding of such Indebtedness in a principal amount that does not
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exceed the principal amount outstanding immediately before such refinancing, together with all prepayment fees, penalties and expenses in respect of the Indebtedness being renewed, extended, refinanced or refunded, provided each such renewal, extension, refinancing or refunding is on terms and conditions no more favorable to the creditors than the Indebtedness being renewed, extended, refinanced or refunded, except for interest rate variations in accordance with market conditions;

(e) letters of credit, guarantees or other forms of financial assurance provided in relation to obtaining or maintaining any permits of any Borrower Group Member;
(f) Indebtedness secured by Purchase Money Liens incurred after the Closing Date;
(g) Indebtedness consisting of Commodities Contracts, Interest Rate Contracts and foreign exchange agreements to the extent not prohibited by Section 5.3(10); and
(h) Indebtedness pursuant to the Senior Financing Agreements.
(9) Cancellation of Indebtedness . Borrower shall not cancel, or permit any Borrower Subsidiary to cancel, any claim or Indebtedness owed to it, except in the ordinary course of business for legitimate business purposes in the reasonable judgment of Borrower.
(10) No Speculative Transactions . Borrower shall not engage in, or permit any Borrower Subsidiary to engage in, any Commodity Contract, Interest Rate Contract or foreign exchange agreement, except for Commodity Contracts, Interest Rate Contracts and foreign exchange agreements (i) entered into for hedging purposes in the ordinary course of business, (ii) where such agreement qualifies for hedging accounting treatment in accordance with generally accepted accounting principles as a non speculative agreement; and (iii) Borrower promptly notifies Lenders of entry into such agreement, including reasonable details of the nature and value of the Interest Rate Contracts or foreign exchange agreements.
(11) Corruption of Foreign Officials . No Borrower Group Member shall (i) use, or authorize the use of, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) make, or authorize the making of, any direct or indirect unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic or foreign government official or employee from corporate funds; or (iii) violate any provision of the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act of 1977 , as amended, or any similar act under any Applicable Laws.
(12) Entering into Certain Transactions . Without the prior written consent of the Required Lenders, Borrower shall not enter into, or permit any Borrower Group Member to enter into, any new royalty, stream financing or similar agreement with any other Person.
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ARTICLE 6 EVENTS OF DEFAULT

Section 6.1 Events of Default.

The occurrence of any of the following events shall constitute an “ Event of Default ”:

(1) Payments . Borrower shall fail to pay when due any amount payable under any of the Loan Documents; provided, that, with respect to any payments due by reason other than pursuant to Section 2.12(1), such failure continues for a period of three (3) Business Days from the date of receipt of notice from any Lender in respect thereof.
(2) Representations and Warranties; Financial Statements; Certificates . Any representation or warranty made, or any financial statement or certificate furnished to Lenders, by the Borrower under or in connection with the Loan Documents shall prove to have been incorrect or misleading in any material respect when made or deemed made.
(3) Failure to Perform Certain Covenants . Borrower shall fail to perform, comply with or observe any term, covenant or agreement contained in Section 5.2(1), Section 5.2(3), Section 5.2(5), Section 5.2(17) or Section 5.3(5).
(4) Failure to Perform Other Covenants . Borrower shall fail to perform, comply with or observe or any term, covenant or agreement contained in any Loan Document (other than those referred to above in Section 6.1(1) through (3) above) or any Material Project Agreement on its part to be performed or observed and any such failure shall remain unremedied or unresolved for a period of 30 days from the date (i) such Person obtained knowledge of the occurrence thereof, (ii) such Person should have obtained knowledge of the occurrence thereof, or (iii) such Person received written notice from a Lender of the occurrence thereof, unless such failure is not capable of remedy in which event the default shall occur immediately.
(5) Insolvency . (i) any Borrower Group Member becomes Insolvent, or suffers or consents to or applies for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or is generally unable to or fails to pay its debts as they become due, or makes a general assignment for the benefit of creditors; (ii) any Borrower Group Member files a voluntary petition in bankruptcy, or seeks to effect a plan or other arrangement with creditors or any other relief under any Bankruptcy Code, or under any Applicable Law granting relief to debtors, whether now or hereafter in effect; (iii) any involuntary petition or proceeding pursuant to any Bankruptcy Code or any other Applicable Law relating to bankruptcy, reorganization or other relief for debtors is filed or commenced against any Borrower Group Member and is not dismissed, stayed or vacated within 60 days thereafter; (iv) any Borrower Group Member files an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition; (v) any Borrower Group Member is adjudicated bankrupt, or an order for relief is entered by any court of competent jurisdiction under any Bankruptcy Code or any other Applicable Law relating to bankruptcy, reorganization or other relief for debtors; (vi) any Borrower Group Member voluntarily ceases to conduct its business in the ordinary
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course; or (vii) any Borrower Group Member takes any corporate action authorizing or in furtherance of any of the foregoing.

(6) Dissolution, Etc . Any Borrower Group Member liquidates, winds up or dissolves (or suffer any liquidation, wind up or dissolution), suspends its operations other than in the ordinary course of business, or takes any action to authorize any of the foregoing.
(7)
Change of Control . A Change of Control shall occur.
(8) Wholly Owned Subsidiary . Nevada Sub ceases to be a wholly-owned Subsidiary of the Borrower.
(9)
Judgments . Either:
(a) a final Order for the payment of money in excess of the Threshold Amount (or its equivalent in another currency) which is not fully covered by third party insurance shall be rendered against any Borrower Group Member; or
(b) any non monetary judgment or order shall be rendered against any Borrower Group Member which has or would reasonably be expected to have a Material Adverse Effect;

and in each case there shall be any period of 20 consecutive days during which such judgment continues unsatisfied or during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.

(10) Material Adverse Effect . A Material Adverse Effect in the Business Affairs or Business Assets of any Borrower Group Member shall have occurred which gives grounds to conclude, in the reasonable judgment of Required Lenders, that Borrower will be unable to perform or observe its obligations under the Loan Documents.
(11) Non-Payment . The Borrower or any of its Subsidiaries (i) fails to make any payment when such payment is due and payable to any Person in relation to any Indebtedness having a principal amount in excess of $5,000,000, and any applicable grace period in relation thereto has expired, or (ii) defaults in the observance or performance of any other agreement or condition in relation to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs or condition exists, the effect of which default or other condition, is to cause, or to permit the holder of such Indebtedness to declare such Indebtedness to become due prior to its stated maturity date.
(12) Cross-Default . An event of default (however designated) shall occur under any Indebtedness of the Borrower or any of its Subsidiaries in excess of the Threshold Amount, after giving effect to any cure periods, but without giving effect to any extensions and waivers in respect thereof.
(13) Abandonment . Abandonment of the Project shall have occurred.
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(14) Expropriation . Any Governmental Body condemns, expropriates, seizes or appropriates any property which relates to or forms part of the Project and would have a Material Adverse Effect.
(15) Agreements Unenforceable; Illegality . This Agreement or any other Loan Document is (i) expressly repudiated by any party thereto or having an interest therein (other than a repudiation by a Lender) or (ii) declared illegal or unenforceable against any party other than a Lender.
(16) Mining Lease . The term of the Mining Lease is not extended in accordance with its terms.

Section 6.2 Effect of Event of Default.

(1) During the continuance of any Event of Default (other than an Event of Default referred to in Section 6.1(5)), the Required Lenders may, by notice to Borrower, (i) terminate the obligation of the Lenders, if any, to extend any further credit under any of the Loan Documents, (ii) declare all or any part of the Obligations to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower, and/or (iii) take such enforcement action as is permitted under any Loan Document. Upon the occurrence or existence of any Event of Default described in Section 6.1(5), immediately and without notice, (A) any obligation of Lenders to extend any further credit under any of the Loan Documents shall automatically cease and terminate, and (B) all indebtedness of Borrower under the Loan Documents shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower.
(2) Borrower shall pay to Lenders, on demand and as part of the Obligations, all reasonable costs and expenses, including court costs and costs of sale, incurred by Lenders in exercising any of its rights or remedies hereunder.

ARTICLE 7 MISCELLANEOUS

Section 7.1 Amendments and Waivers.

(1) No amendment or modification to any provision of the Loan Documents shall be effective unless it is in writing and has been signed by the Required Lenders and Borrower, and no waiver of any provision of any Loan Document, or consent to any departure by Borrower therefrom, shall be effective unless it is in writing and has been signed by Required Lenders. Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, any amendment, modification, consent, or waiver which has any of the following effect shall be required to be signed by all Lenders in order to be effective:
(a) change the amount of the Lenders’ Commitments;
(b) extend the Maturity Date;
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(c) reduce the principal or amount of, or rate of interest on, directly or indirectly, any Principal Amount outstanding or any fees;
(d) alter the manner in which payments are shared under the terms of this Agreement; or
(e) amend the terms of this Section 7.1 or the definition of Required Lenders or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder.

Section 7.2 Notices.

(1) All notices and other communications provided for hereunder and under the other Loan Documents shall, unless otherwise stated herein or therein, be in writing (including by email transmission) and sent or delivered to the respective parties hereto or thereto at or to their respective addresses or email addresses set forth below their names on the signature pages hereof, or at or to such other address or email address as shall be designated by any party in a written notice to the other party hereto. All such notices and communications shall be effective:
(a) if delivered by hand or sent by an overnight courier service, when received; and
(b) if sent by email transmission, subject to evidence of a successful transmission, when sent; provided, if sent after 5:00 p.m. local time of the recipient shall be deemed to be received on the next Business Day.
(2) Notices and communications to Lenders pursuant to Article 2 shall not be effective until received.

Section 7.3 No Waiver; Cumulative Remedies.

No failure on the part of Lenders to exercise, and no delay in exercising, any right, remedy, power or privilege under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies under the Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to Lenders.

Section 7.4 Costs and Expenses; Indemnity.

(1) Costs and Expenses .

Borrower agrees to pay on demand all reasonable expenses and costs of Lenders and Lender Transferee(s), including the fees and disbursements of legal counsel to the Lenders and Lender Transferee(s) and third party consultants and other service providers, in connection with:

(a) the negotiation and settlement of the Loan Documents and due diligence;
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(b) the administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated thereby shall be consummated);
(c) any Default or Event of Default;
(d) the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents; and
(e) any out of court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding.

The Borrower hereby authorizes the Lenders to deduct the amount of such costs and expenses from the proceeds of the Advance.

(2) Other Charges . Borrower also agrees to indemnify Lenders against and hold it harmless from any and all present and future stamp, transfer, documentary and other such taxes, levies, fees, assessments and other charges made by any jurisdiction by reason of the execution, delivery, performance and enforcement of the Loan Documents.
(3) Indemnification . Whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to indemnify each Lender and its directors, officers, employees, agents, counsel and other advisors (each an “ Indemnified Person ”) against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person, which may be imposed on or incurred by any Indemnified Person, or asserted against any Indemnified Person by any third party or by Borrower, in any way relating to or arising out of, in connection with, or as a result of:
(a) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby;
(b) the Loans or the use or intended use of the proceeds thereof;
(c) the Project; or
(d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any Borrower Subsidiary (the “ Indemnified Liabilities ”);

provided that Borrower shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence, bad faith or willful misconduct or a material breach by a Lender of its obligations under

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a Loan Document. If and to the extent that the foregoing indemnification is for any reason held unenforceable, Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Applicable Law.

(4) Change in Law . In the event of any change after the date hereof in any Applicable Law or in the interpretation or application thereof by any court or by any Governmental Body which now or hereafter:
(a) subjects a Lender to any Tax or changes the basis of taxation, or increases any existing Tax, on payments of interest or fees payable by any Borrower Group Member to a Lender under any Loan Document (except for Excluded Taxes on the overall net income or capital of a Lender or any franchise, branch, or profits tax), other than in respect of which the Lender has claimed or received an Additional Amount pursuant to Section 7.4(4);
(b) imposes, modifies or deems applicable any reserve, special deposit or similar requirements against assets held by, or deposits in or for the account of or loans by or any other acquisition of funds by, the office of a Lender through which the Loans are being provided and at which the Obligations are being maintained; or
(c) imposes on a Lender or requires there to be maintained by a Lender any capital adequacy or additional capital requirements in respect of the Loan hereunder or any other condition with respect to any Loan Document;

with the result of an increase in the cost to, or a reduction in the amount of principal, interest or other amount received or receivable by, or the effective return of, such Lender under this Agreement in respect of making, maintaining or funding such Loan, such Lender shall determine that amount of money which shall compensate the Lender for such increase in cost or reduction in income (in this Agreement referred to as “ Additional Compensation ”).

(5) Payment of Additional Compensation . Upon a Lender having determined that it is entitled to Additional Compensation such Lender shall promptly notify the Borrower. Such Lender shall provide to the Borrower a photocopy of the relevant Applicable Law, and a certificate of a duly authorized officer of the Lender setting forth the Additional Compensation and the basis of calculation therefor, which shall be prima facie evidence of such Additional Compensation in the absence of manifest error. The Borrower shall pay or shall cause the applicable Borrower Group Member to pay to the Lender within ten (10) Business Days of the giving of such notice the Lender’s Additional Compensation calculated to the date of such notification; provided, that if the Lender fails to issue such notice within 60 days after it obtains actual knowledge of the event giving rise to the Additional Compensation, the Lender shall be entitled to payment of Additional Compensation only for the period from and after 60 days prior to the date of such notice. Each Lender shall be entitled to be paid such Additional Compensation from time to time to the extent that the provisions of this Section are then applicable, notwithstanding that a Lender has previously been paid Additional Compensation. The Lenders shall endeavour to limit the incidence of any Additional Compensation, including seeking
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recovery for the account of the applicable Borrower Group Member, by appealing any assessment at the expense of the applicable Borrower Group Member upon the request of the Borrower and will not seek Additional Compensation from the applicable Borrower Group Member except to the extent it seeks Additional Compensation from all debtors to it, if any, similarly affected.

(6) Taxes . All payments required to be made to the Lenders pursuant to the Loan Documents shall be made free and clear of, and without deduction or withholding for, or on account of, any present or future Taxes unless such deduction or withholding is required by Applicable Law. If any Indemnified Taxes are required to be deducted or withheld by Applicable Law from any amounts payable under the Loan Documents to the Lenders (other than in respect of which a Lender has claimed or received Additional Compensation pursuant to Section 7.4(4) or other than if a Lender has not delivered properly completed and executed documentation with respect to withholding pursuant to Section 7.4(6)), the Borrower Group Member shall promptly pay an additional amount (“ Additional Amount ”) to the Lender as may be necessary so that after making all required Tax deductions or withholdings (including deductions or withholdings applicable to Additional Amounts payable under this Section), the Lender receives an amount equal to the amount that it would have received had no such deductions or withholdings been required. The applicable Borrower Group Member shall pay the full amount of all Taxes deducted or withheld under this Section to the relevant Governmental Body on a timely basis all in accordance with Applicable Law. Each Borrower Group Member shall be fully liable and responsible for and shall, promptly following receipt of a request from a Lender, pay to the Lender on its behalf or on behalf of the other Borrower Group Members, any and all Taxes in the nature of sales, use, and goods and services, and harmonized sales Taxes payable under the laws of Canada or any Province of Canada, or payable under the laws of any other country or jurisdiction, with respect to any and all goods and services made available under the Loan Documents to any Borrower Group Member by the Lender. Whenever any Taxes are required to be paid by a Borrower Group Member to a Governmental Body under this Section 7.4(5), the Borrower Group Member shall send or cause to be sent to the applicable Lender, as promptly as possible thereafter, a certified copy of an original official receipt showing payment of such Taxes or other satisfactory evidence of the payment of such Taxes. If a Borrower Group Member fails to pay any Taxes deducted or withheld as required under this Section when due or if a Borrower Group Member fails to remit to the applicable Lender the required documentary evidence of such payment, the Borrower shall indemnify and save harmless the Lender from any Taxes or other liabilities that may become payable by the Lender or to which the Lender may be subjected as a result of any such failure. A certificate of a Lender as to the amount of any such Taxes and containing reasonable details of the calculation of such Taxes shall be, absent manifest error, prima facie evidence of the amount of such Taxes.
(7) Tax Exemption . If a Lender is entitled to an exemption from or reduction of withholding tax under the laws of a jurisdiction in which a Borrower Group Member is resident or carries on business, or under any applicable tax treaty with such jurisdiction, the Lender shall, at the request of a Borrower Group Member, deliver to the Borrower Group Member, at the time or times reasonably requested by the Borrower Group Member, such
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properly completed and executed documentation as will permit payments under the Loan Documents to be made without withholding or at a reduced rate of withholding.

(8) Tax Refund . If a Lender receives a refund of any Taxes as to which it has been indemnified by a Borrower Group Member or with respect to which a Borrower Group Member has paid Additional Amounts or that, because of the payment of such Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Borrower Group Member, an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or Additional Amounts paid, by the Borrower Group Members under this Section with respect to the Taxes giving rise to such refund or reduction), net of all reasonable documented out of pocket expenses of the Lender.

Section 7.5 Survival.

All covenants, agreements, representations and warranties made in any Loan Documents shall, except to the extent otherwise provided therein, survive the execution and delivery of this Agreement, the making of the Loans, and shall continue in full force and effect so long as any portion of the Principal Amount remains outstanding or any other Obligations remain unpaid or any obligation to perform any other act hereunder or under any other Loan Document remains unsatisfied. Without limiting the generality of the foregoing, the obligations of Borrower under Section 7.4, and all similar obligations under the other Loan Documents (including all obligations to pay costs and expenses and all indemnity obligations), shall survive the repayment of the Principal Amount.

Section 7.6 Benefits of Agreement.

This Agreement is entered into for the sole protection and benefit of the parties hereto and their permitted successors and assigns, and no other Person (other than the Indemnified Persons referred to in Section 7.4(2)) shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Agreement.

Section 7.7 Binding Effect; Assignment; Transfer.

(1) This Agreement shall become effective when it shall have been executed by Borrower and Lenders and thereafter shall be binding upon, inure to the benefit of and be enforceable by Borrower, Lenders and their respective successors and assigns.
(2) Borrower shall not have the right to assign its rights and obligations hereunder or under the other Loan Documents or any interest herein or therein without the prior written consent of Required Lenders.
(3) Any Lender (an “ Existing Lender ”) may, at any time and from time to time, assign and transfer, in accordance with Section 7.7(4), all or any of its rights and obligations under this Agreement without the prior written consent of the Borrower (a “ Transfer ”), provided that such Transfer is in a minimum amount of $2,000,000.
(4) If an Existing Lender wishes to Transfer all or any part of its Commitment or its participation in the Loans or the Principal Amount to a new Lender (a “ Lender
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Transferee ”), such transfer may be effected by the delivery to the Borrower of a duly completed and duly executed Transfer Certificate.

On the date specified in the Transfer Certificate:

(a) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer all or any part of its Commitment or its participation in the Loans or Principal Amount, the Borrower and the Existing Lender shall each be released from further obligations to each other under this Agreement to the extent of the Commitment or participation in the Loans or Principal Amount transferred and their respective rights against each other shall be cancelled to the extent of the Commitment or participation in the Loans or Principal Amount transferred (except for rights accrued prior to such Transfer) (such rights and obligations being referred to as “ Discharged Rights and Obligations ”);
(b) the Borrower and the Lender Transferee shall each assume obligations towards each other and/or acquire rights against each other which differ from the Discharged Rights and Obligations only insofar as the Borrower and the Lender Transferee have assumed and/or acquired the same in place of the Borrower and the Existing Lender; and
(c) each of the parties hereto and the Lender Transferee shall acquire the same rights and assume the same obligations among themselves as they would have acquired and assumed had the Lender Transferee been a party under this Agreement as a Lender with the rights and/or the obligations acquired and/or assumed by it as a result of the transfer.
(6) In the event of any such Transfer, upon delivery of the Transfer Certificate to the Borrower, the Borrower shall effect and record such Transfer (including the identity and address of the Lender Transferee) on Borrower’s books and records.
(7) Borrower shall, from time to time upon request of a Lender, enter into such amendments to the Loan Documents and execute and deliver such other documents as shall be necessary to effect any such Transfer. Borrower agrees that in connection with any such Transfer, Lender may deliver to the prospective Lender Transferee financial statements, the Loan Documents, and other relevant information relating to Borrower. Lender shall obtain from any such prospective Lender Transferee an undertaking to protect the confidential nature of such information at least to the same extent as the parties are obligated under Section 7.13.

Section 7.8 Governing Law.

This Agreement and all disputes and controversies arising hereunder shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflicts of laws principles.

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Section 7.9 Submission to Jurisdiction.

(1) Submission to Jurisdiction . EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVINCE OF ONTARIO AND ANY APPELLATE COURT THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN ANY LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO ANY LOAN DOCUMENT AGAINST BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(2) No Limitation . EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN SECTION 7.9(1). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY FORUM NON CONVENIENS DEFENSE TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

Section 7.10 Entire Agreement.

The Loan Documents reflect the entire agreement between Borrower and Lenders with respect to the matters set forth herein and therein and supersede any prior agreements, including the Term Sheet, commitments, drafts, communication, discussions and understandings, oral or written, with respect thereto.

Section 7.11 Severability.

Whenever possible, each provision of the Loan Documents shall be interpreted in such manner as to be effective and valid under all Applicable Laws and regulations. If, however, any provision of any of the Loan Documents shall be prohibited by or invalid under any Applicable Law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such Applicable Law, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of such Loan Document, or the validity or effectiveness of such provision in any other jurisdiction.

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Section 7.12 Judgment Currency.

(1) Conversion . If, for the purpose of obtaining or enforcing judgment against any party in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section referred to as the “ Judgment Currency ”) an amount due under this Agreement or any other Loan Document in any currency (the “ Obligation Currency ”) other than the Judgment Currency, then the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding the date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that will give effect to such conversion being made on such date, or, if the courts of the applicable jurisdiction will not give effect to such conversion being made on such date, then on the date on which the judgment is given (the applicable date as of which such conversion is made pursuant to this Section being hereinafter referred to as the “ Judgment Conversion Date ”).
(2) Additional Amounts . If, in the case of any proceeding in the court of any jurisdiction referred to in paragraph (a) above, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due, then the party shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from any party under this paragraph (b) shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of any of the Loan Documents, and any such amount shall be part of the Obligations.
(3) Rate of Exchange . The term “rate of exchange” in this Section means the rate of exchange at which Bank of America, N.A. on the relevant date at or about 1:00 p.m. (Eastern Time), would be prepared to sell, in accordance with its normal course foreign currency exchange practices, the Obligation Currency against the Judgment Currency.

Section 7.13 Confidentiality and Public Statements.

(1) Except as otherwise provided in this Section 7.13 or by Applicable Law, the terms and conditions of this Agreement, the other Loan Documents and all data, reports, records, and other information of any kind whatsoever acquired by any party hereto in connection with the Loan Documents shall be treated by the parties as confidential (hereinafter called “ Confidential Information ”) and no party shall reveal or otherwise disclose such Confidential Information to third parties without the prior written consent of the other party hereto. Confidential Information that is available or that becomes available in the public domain, other than through a breach of this provision by a party hereto, shall no longer be treated as Confidential Information.
(2) The foregoing restrictions shall not apply to the disclosure of Confidential Information to any Affiliate of either Borrower or Lenders, to any assignee or potential assignee of the
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Lenders’ rights hereunder, to the Senior Creditors, or to any public or private financing agency or institution or any other potential investor or lender in or to any Borrower Group Member or Lenders; provided, however, that in any such case only such Confidential Information as such third party shall have a legitimate business need to know shall be disclosed and the person or company to whom disclosure is made shall first undertake in writing to protect the confidential nature of such information at least to the same extent as the parties are obligated under this Section 7.13.

(3) In the event that a party hereto is required to disclose Confidential Information to any government, any court, agency or department thereof, or any stock exchange, to the extent required by Applicable Law, or in response to a legitimate request for such Confidential Information, the party so required shall as promptly prior to such disclosure as reasonably feasible, notify the other party hereto to which such Confidential Information relates of such requirement and the terms thereof, and the proposed form and content of the disclosure and, to the extent feasible, prior to such submission. The other party hereto to which such Confidential Information relates shall, have the right for a period of one (1) Business Day to review and comment upon the form and content of the disclosure and to object to such disclosure to the court, agency, exchange or department concerned, and to seek confidential treatment of any Confidential Information to be disclosed on such terms as such party shall, in its sole discretion, determine.
(4) No party hereto shall issue any press release relating to this Agreement or the other Loan Documents except upon giving the other party reasonable advance written notice of the contents thereof, and the party proposing such press release shall make any reasonable changes to such proposed press release as such changes may be timely requested by the non issuing party, provided, however, the party proposing such press release may include in any press release without notice any information previously reported by the party proposing such press release. No party shall, without the consent of the other party hereto, issue any press release that implies or infers that the non issuing party endorses or joins the issuing party in statements or representations contained in any press release.

Section 7.14 Eligible Financial Contract.

The Parties agree that this Agreement is an “ eligible financial contract ” for purposes of the Bankruptcy and Insolvency Act (Canada) and all other bankruptcy and insolvency legislation.

Section 7.15 No Partnership or Joint Venture.

Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties nor constitute any Party the agent of any other Party for any purpose.

Section 7.16 Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Counterparts to this Agreement may be delivered by facsimile, PDF or any other form of electronic

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transmission, and signatures provided on counterparts so delivered shall be considered originals for all purposes.

Section 7.17 OFAC.

The Borrower covenants and represents that none of the funds or assets that are used to repay the indebtedness secured hereby shall constitute property of, or shall be beneficially owned directly or, to the Borrower’s best knowledge, indirectly, by any Person subject to sanctions or trade restrictions under United States law (“ Embargoed Person ” or “ Embargoed Persons ”) that are identified on (a) the “ List of Specially Designated Nationals and Blocked Persons ” maintained by the Office of Foreign Assets Control (“ OFAC ”), U.S. Department of the Treasury, and/or to the Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by the Borrower, on any other similar list pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act , 50 U.S.C §§ 1701 et seq., the Trading with the Enemy Act , 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in the Borrower (whether directly or indirectly), is prohibited by law, or the loan made by Lenders would be in violation of law, or (b) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“ Executive Order Blocking Mortgaged Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ”) any related enabling legislation or any other similar Executive Orders. The Borrower covenants and represents that no Embargoed Person shall have any direct interest, and to the Borrower’s best knowledge, based upon reasonable inquiry by the Borrower, indirect interest, of any nature whatsoever in the Borrower, with the result that the investment in the Borrower (whether directly or indirectly) is prohibited by law or the loan is in violation of law.

Section 7.18 LIBOR Replacement.

If, at any time, the Lead Arranger determines that (i) adequate and fair means do not exist for ascertaining the LIBOR Rate and such circumstances are unlikely to be temporary, (ii) the administrator (or its regulatory supervisor) of the LIBOR Rate has made a public statement announcing that it has ceased or will cease to provide the LIBOR Rate (provided there is no successor administrator that will continue to provide the LIBOR Rate), or (iii) a Governmental Body having jurisdiction over the Lead Arranger has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans, then the Lead Arranger and the Borrower shall negotiate in good faith to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then-prevailing market convention for determining rates of interest for U.S. Dollar-denominated syndicated loans made in Canada and, upon an agreement being reached, shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as Lead Arranger may be appropriate to reflect the adoption and implementation of such alternate rate and to permit the administration thereof by the Arranger in a manner substantially consistent with market practice or as may be reasonably necessary in connection with the administration of this Agreement. Notwithstanding anything to the contrary in Section 7.1, such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Vancouver time) on the fifth (5th) Business Day after the Lead Arranger shall have provided a copy of the amendment to the Lenders unless the Lead

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Arranger shall have received, prior to such time, written notice from the Required Lenders stating that such Required Lenders object to such amendment.

Section 7.19 USA Patriot Act.

The Lenders hereby notify the Borrower that pursuant to the requirements of the US Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the regulations and rules promulgated thereunder, as amended from time to time (“ USA Patriot Act ”), the Lenders may be required to obtain, verify and record information that identifies the Borrower and its Subsidiaries, which information includes the name and address of such Person and other information that will allow the Lenders to identify such Person in accordance with the USA Patriot Act , and the Borrower and each Subsidiary agrees to provide such information from time to time to the Lenders.

Section 7.20 Further Assurances.

Whether before or after the happening of an Event of Default, the Borrower shall at its own expense do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, things, agreements, documents and instruments in connection with this Agreement and the other Loan Documents as the Required Lenders may reasonably request from time to time for the purpose of giving effect to the terms of this Agreement and the other Loan Documents immediately upon the request of the Required Lenders.

Section 7.21 Amendment and Restatement.

From and after the date hereof, this Agreement amends and restates in its entirety the Existing Loan Agreement. All Obligations outstanding under the Existing Loan Agreement immediately prior to the execution of this Agreement shall continue to be outstanding under this Agreement without constituting a novation of the same.

Remainder of page intentionally left blank

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the date first written above.

Borrower:

NEVADA COPPER CORP.

By: “ Cassandra Joseph ” Name: Cassandra Joseph Title: General Counsel

Address: Suite 910, 800 West Pender Street Vancouver, BC Canada V6C 2V6 Attention: Cassandra Joseph Email: [email protected]

Lender:

PALA INVESTMENTS LIMITED

By: “ John Nagulendran ” Name: John Nagulendran Title: Director

Address:

12 Castle Street St. Helier, Jersey JE2 3RT Attention: John Nagulendran Fax No.: +41 41 560 9071 Email: [email protected]

Lead Arranger:

PALA INVESTMENTS LIMITED

By: “ John Nagulendran ” Name: John Nagulendran Title: Director

Address:

12 Castle Street St. Helier, Jersey JE2 3RT Attention: John Nagulendran Fax No.: +41 41 560 9071 Email: [email protected]

Schedule “A” Lender Commitments

Lender	Commitments
Pala Investments Limited	$34,997,483.14
Total	$34,997,483.14

[Remainder of schedules redacted – confidential information.]

AI assistant

FLINT Corp. — Capital/Financing Update 2021

46786_rns_2021-12-10_3aeef1b0-c84b-49aa-93dc-1b6c74ea55cc.pdf

AMENDED AND RESTATED LOAN AGREEMENT

between

NEVADA COPPER CORP.,

and

and

PALA INVESTMENTS LIMITED

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS

ARTICLE 5 COVENANTS

ARTICLE 7 MISCELLANEOUS

ADDENDA

AMENDED AND RESTATED LOAN AGREEMENT

WHEREAS:

ARTICLE 1 DEFINITIONS

Section 1.1 Certain Defined Terms.

“ Abandonment ” shall occur if:

“ Capital Stock ” means:

“ Permitted Liens ” means:

Section 1.2 Accounting Principles.

Section 1.3 Interpretation.

ARTICLE 2 THE LOANS

Section 2.1 The Loan.

Section 2.2 Increase to the Total Commitment.

Section 2.3 Several Obligations.

Section 2.4 Extension Fee.

Section 2.5 Disbursement Fee.

Section 2.6 Purposes of the Loan.

Section 2.7 Interest.

Section 2.8 Payment of Interest.

Section 2.9 Default Interest.

Section 2.10 Interest Act.

Section 2.11 Maximum Interest Rate.

Section 2.12 Repayments of the Loan.

Section 2.13 Payments.

Section 2.14 Obligations with Respect to the Loan.

ARTICLE 3 CONDITIONS PRECEDENT; CLOSING DELIVERABLES

Section 3.1 Conditions Precedent to Closing.

Section 3.2 Conditions Precedent to Advances in Respect of the Additional Commitment.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of the Borrower.

(2) Authorization; No Conflict .

ARTICLE 5 COVENANTS

Section 5.1 Reporting Covenants.

Section 5.2 Affirmative Covenants.

Section 5.3 Negative Covenants.

ARTICLE 6 EVENTS OF DEFAULT

Section 6.1 Events of Default.

Section 6.2 Effect of Event of Default.

ARTICLE 7 MISCELLANEOUS

Section 7.1 Amendments and Waivers.

Section 7.2 Notices.

Section 7.3 No Waiver; Cumulative Remedies.

Section 7.4 Costs and Expenses; Indemnity.

(1) Costs and Expenses .

Section 7.5 Survival.

Section 7.6 Benefits of Agreement.

Section 7.7 Binding Effect; Assignment; Transfer.

Section 7.8 Governing Law.

Section 7.9 Submission to Jurisdiction.

Section 7.10 Entire Agreement.

Section 7.11 Severability.

Section 7.12 Judgment Currency.

Section 7.13 Confidentiality and Public Statements.

Section 7.14 Eligible Financial Contract.

Section 7.15 No Partnership or Joint Venture.

Section 7.16 Counterparts.

Section 7.17 OFAC.

Section 7.18 LIBOR Replacement.

Section 7.19 USA Patriot Act.

Section 7.20 Further Assurances.

Section 7.21 Amendment and Restatement.

Borrower:

NEVADA COPPER CORP.

Lender:

PALA INVESTMENTS LIMITED

Lead Arranger:

PALA INVESTMENTS LIMITED

FLINT Corp. Capital/Financing Update 2021