Meridian Mining — Capital/Financing Update 2024

Nov 14, 2024

EIGHTH AMENDMENT TO THE CREDIT AGREEMENT dated as of September 30, 2024

AMONG: CAREBOOK TECHNOLOGIES INC. (the "Borrower")

AND: [REDACTED] (the "Lender")

RECITALS

A. Reference is made to the credit agreement dated as of April 6, 2021 entered into between the Borrower and the Lender, as amended by the first amendment to the credit agreement dated August 4, 2021, by the second amendment to the credit agreement dated December 1, 2021, by the third amendment to the credit agreement dated April 7, 2022, by the fourth amendment to the credit agreement dated July 31, 2022, by the fifth amendment to the credit agreement dated August 24, 2023, by the sixth amendment to the credit agreement dated September 29, 2023 and by the seventh amendment to the credit agreement dated October 19, 2023 (the "Existing Credit Agreement");

B. The parties wish to amend the Existing Credit Agreement, without novation, to reflect certain modifications on the terms and subject to the conditions contained herein (as amended by this Eighth Amendment, and as may be further amended, restated, modified or supplemented from time to time, the "Credit Agreement").

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Interpretation

1.1 Capitalized terms used herein and defined in the Credit Agreement have the meanings ascribed to them in the Credit Agreement unless otherwise defined herein.

1.2 Any reference to the Credit Agreement in any Credit Document refers to the Credit Agreement as amended hereby.

1.3 For the purpose of convenience, this Eighth Amendment may be referred to as bearing the formal date of September 30, 2024 irrespective of the actual date of its execution.

2. Amendments to the Credit Agreement

2.1 The definition of "Term of the Revolving Facility" is deleted in its entirety and replaced as follows (the amendments being underlined for reference purposes only):

"“Term of the Revolving Facility” means the earlier of (i) October 31, 2024 as such date may be extended by [Redacted] at its entire discretion, and (ii) the day on which the Revolving Facility is terminated and cancelled in its entirety in accordance with the terms hereof."

2.2 The definition of "Term of the Term Facility" is deleted and replaced as follows (the amendments being underlined for reference purposes only):

"“Term of the Term Facility” means the earlier of (i) October 31, 2024, as such date may be extended by [Redacted] at its entire discretion, and (ii) the day on which the Term Facility is terminated and cancelled in its entirety in accordance with the terms hereof."

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3. Conditions Precedent

3.1 Conditions Precedent to the Eighth Amendment

Notwithstanding the execution of this Eighth Amendment, this Eighth Amendment will not take effect, until the following conditions precedent have been fulfilled to the satisfaction of the Lender (the "Eighth Amendment Effective Date"):

(a) Delivery of Documents. The Borrower will have delivered a duly-executed copy of this Eighth Amendment;

(b) Material Adverse Effect: No Material Adverse Change has occurred or is reasonably expected to occur since the date of the latest financial statements of the Borrower delivered to the Lender; and

(c) Default: No Default or Event of Default will have occurred and be continuing.

4. Confirmation

The Borrower represents and warrants to the Lender that as of the Eighth Amendment Effective Date (a) no Default or Event of Default has occurred and is continuing, and (b) the representations and warranties made in the Credit Documents are true and correct in all material respect on and as of the date thereof.

5. Cost and Expenses

The Borrower will pay all reasonable costs and expenses in connection with the preparation, execution, delivery, implementation and administration of this Eighth Amendment.

6. No Novation

Except as specifically stated herein, the Credit Agreement and the other Credit Documents shall continue in full force and effect in accordance with the provisions thereof. This Eighth Amendment shall not constitute, or result in, a novation of the Credit Agreement, the Credit Documents or any Credit Obligations.

7. Counterparts

This Eighth Amendment may be executed in counterparts (and by different parties hereto in different counterparts), by means of original manual signature, electronic signature (including but not limited to DocuSign) or other use of process or technology to affix, incorporate, attach or associate such person's signature to a document, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Eighth Amendment by fax or by sending a scanned copy by electronic mail, including portable document format (PDF), DocuSign or any other use of technology confirmed by the receiving party, shall be effective as delivery of a manually-executed counterpart of this Eighth Amendment.

8. Governing Law

This Eighth Amendment is governed by, and construed in accordance with, the laws of the Province of Quebec and of the laws of Canada applicable therein.

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9. Language

The parties hereby confirm their express wish that this Eighth Amendment and all documents and agreements directly or indirectly related thereto, be drawn up in the English language. Les parties reconnaissent leur volonté expresse que la présente convention ainsi que tous les documents qui s'y rattachent directement ou indirectement, soient rédigés en langue anglaise.

[Signature Page Follows]

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THE PARTIES HAVE EXECUTED THIS EIGHTH AMENDMENT AS OF THE DATE ABOVE WRITTEN.

CAREBOOK TECHNOLOGIES INC., as Borrower

(signed) "Olivier Giner"
By: Olivier Giner
Title: Chief Financial Officer

[REDACTED], as Lender

(signed) "Redacted"
By: [REDACTED]
Title: Associate Director

[Signature Page – Carebook Eighth Amendment]

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