Sarama Resources Ltd. - Capital/Financing Update 2024

2024

Dated

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(1) LOCKE CAPITAL II, LLC

(2) SARAMA RESOURCES LTD (3) THE ORIGINAL SUBSIDIARIES

FUNDING AGREEMENT

1	INTERPRETATION.......................................................................................................................... 1
2	AGREEMENT TO FUND AND PURPOSE....................................................................................... 20
3	DRAWDOWN PROCESS................................................................................................................ 20
4	DISTRIBUTION OF PROCEEDS AND PAYMENTS TO THE FUNDER........................................... 21
5	BUDGET, [REDACTED: COMMERCIALLY SENSITIVE INFORMATION] DEPLOYMENT
SCHEDULE AND ESTIMATED TIMETABLE REVIEW AND ADDITIONAL FUNDING....................... 23
6	ADVERSE COSTS.......................................................................................................................... 25
7	REPRESENTATIONS AND WARRANTIES.................................................................................... 26
8	COVENANTS................................................................................................................................. 30
9	CONFIDENTIALITY AND PRIVILEGE.......................................................................................... 33
10	CONDUCT OF THE CLAIM............................................................................................................ 34
11	MATERIAL ADVERSE CHANGE, DEFAULT................................................................................. 35
12	DISPUTE RESOLUTION PROCEDURE.......................................................................................... 39
13	ILLEGALITY AND SEVERANCE................................................................................................... 40
14	DEFAULT INTEREST..................................................................................................................... 40
15	TRANSFER..................................................................................................................................... 41
16	MISCELLANEOUS......................................................................................................................... 42
17	NOTICES........................................................................................................................................ 44
18	NO PARTNERSHIP......................................................................................................................... 44
19	COUNTERPARTS........................................................................................................................... 45
20	GOVERNING LAW AND JURISDICTION...................................................................................... 45
Schedule 1 ORIGINAL SUBSIDIARIES............................................................................................ 47
Schedule 2 ESTIMATED TIMETABLE AND INITIAL BUDGET...................................................... 48
Schedule 3 DEPLOYMENT.............................................................................................................. 50
Schedule 4 FORM OF MONTHLY REPORT..................................................................................... 52
Schedule 5 FUNDER’S RETURN CALCULATION AND WATERFALL........................................... 53
Schedule 6 FORM OF ADDITIONAL COMMITMENT NOTICE....................................................... 54
Schedule 7 [REDACTED: COMMERCIALLY SENSITIVE INFORMATION].................................... 56

THIS AGREEMENT is dated

2024 (this Agreement

BETWEEN:

(1) LOCKE CAPITAL II, LLC , a limited liability company formed in Delaware whose registered agent is Capitol Services Inc. at 1675 State #B, Dover, DE 19901, United States (the Funder );
(2) SARAMA RESOURCES LTD a company registered and incorporated in British Columbia with company number BC0878074 and whose registered office is at Suite 2200, RBC Place, 885 West Georgia Street, Vancouver BC, Canada V6C 3E8. Sarama has branch offices in Western Australia and Burkina Faso and is listed on the Canadian TSX Venture Exchange (TSX-V:SWA) and the Australian Securities Exchange (ASX:SRR) (the Counterparty ); and

(3) THE COMPANIES DETAILS OF WHICH ARE SET OUT IN Schedule 1 (the Original Subsidiaries ),

(each a Party and together, the Parties ).

AGREED TERMS

1 INTERPRETATION

1.1 The following definitions apply in this Agreement:

Additional means any additional funding made available to the Counterparty under this Commitment Agreement as set out in the terms of an Additional Commitment Notice. Additional means a notice substantially in the form set out in Schedule 6 ( Form of Commitment Notice Additional Commitment Notice ). Additional has the meaning given to it in Clause 5.4.2. Commitment Proposal [Definition redacted] [Redacted: Defined term contains commercially sensitive information.] Adverse Costs means any of the legal or arbitration costs of the Respondent (or any related party) or [Redacted: Commercially sensitive information.] that the Counterparty (or any related party) is required to pay in relation to the Claim whether by agreement or an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any authority of

	competent jurisdiction or any operation of the laws or regulations of any
	country to which the Counterparty is subject.
Adverse Costs	means insurance obtained by the Funder to protect against the risk of the
Insurance	Counterparty (or any related party including the Funder) having to pay
	Adverse Costs including any insurance policy documents or terms of business
	in respect of such insurance.
Affiliate	means in relation to any person, a Subsidiary of that person or a Holding
	Company of that person or any other Subsidiary of that Holding Company.
Award	means the final award, determination, settlement or agreement (as applicable)
	in respect of the Claim:
	(a) issued by the Tribunal; or
	(b) as otherwise agreed in writing between the Counterparty and the
	Respondent in settlement of the Claim (or any part of the Claim) on
	any terms they consider appropriate,
	[Redacted: Commercially sensitive information.].
Award Date	means the date that an Award is made.
Base Currency	means US dollars ($ / USD).
BIT	means the agreement between the Government of Canada and the
	Government of Burkina Faso for the Promotion and Protection of Investments
	dated 20 April 2015 and entered into force on 11 October 2017.
Budget	means the Initial Budget as amended from time to time in accordance with
	this Agreement, as set out in Schedule 2.
Business Day(s)	means each day on which commercial banks are open for business in London.
BVI Company	means an Original Subsidiary that is incorporated under the laws of the British
	Virgin Islands

BVI Companies Act means the BVI Business Companies Act (As Revised) of the British Virgin Islands. Claimants means the Counterparty or any of the Original Subsidiaries who has made a Claim. Claim means the arbitration proceedings intended to be brought by any or all of the Claimants against the Respondent under the ICSID Convention pursuant to the BIT in respect of: (a) [Redacted: Commercially sensitive information.]; and (b) any [Redacted: Commercially sensitive information.]. Claim Costs means the amounts incurred by the Legal Team in respect of the Claim in each case up to the total amounts specified in the Budget in the following areas: (a) Upfront Costs from the date of this Agreement; and (b) any disbursements or out of pocket costs including Tribunal costs, enforcement costs, and expert costs ,

funded by the Funder pursuant to this Agreement, provided that (unless otherwise agreed by the Funder in its absolute discretion) Claim Costs shall not include: (i) [Redacted: Commercially sensitive information.] (ii) [Redacted: Commercially sensitive information.]; (iii) [Redacted: Commercially sensitive information.]; (iv) [Redacted: Commercially sensitive information.]; or (v) any other [Redacted: Commercially sensitive information.].

Claim Costs per has the meaning set out in Schedule 3. Milestone

Committed Amount

means:

(a) the amount made available by the Funder to fund Claim Costs under this Agreement which, as at the date of this Agreement, shall be no more than USD 4,400,000 in aggregate; plus
(b) (for the purposes of determining the Funder’s Return) any amounts which are deemed to be form part of the Deployed Amount pursuant to the terms of this Agreement; plus
(c) any Additional Commitment.

Conditional Fee means the conditional fee arrangement in respect of the Claim entered into Arrangement between the Counterparty and the Law Firm dated 16 September 2024.

Conditions Precedent means each of the following:

(a) written confirmation from the Counterparty that as far as it is aware and to the best of its knowledge and belief:
(i) no [Redacted: Commercially sensitive information.]; and
(ii) no [Redacted: Commercially sensitive information.],
- [Redacted: Commercially sensitive information.]; and
(iii) no [Redacted: Commercially sensitive information.];
(b) the Funder has received copies of:
- (i) duly executed corporate authorisations (including, but not limited to, board resolutions and (where required) member resolutions and formalities certificates) in respect of the Counterparty and each Original Subsidiary;

(ii) the duly executed Transaction Documents and confirmation from the Counterparty that such documents remain in full force and effect;
(iii) any duly executed documentation then required under the Security Documentation;
(iv) a copy of any policy relating to Adverse Costs Insurance;
(v) a copy of the Permit Receipt;
(vi) all know-your-customer (“KYC”) and other analogous documentation (including all constitutional documents, corporate registers and, where applicable, good standing certificates) respect of the Counterparty and each Original Subsidiary;
(vii) a legal opinion of Cassels Brock & Blackwell LLP, legal advisers to the Counterparty as to Canadian law substantially in the form distributed to the Funder prior to signing this Agreement
(viii) a legal opinion of Walkers Global, legal advisers to the Funder as to British Virgin Island law substantially in the form distributed to the Funder prior to signing this Agreement;
(ix) the Corporate Structure Chart;
(x) the Trigger Letter;
(xi) the [Redacted: Commercially sensitive information.];
(xii) the [Redacted: Commercially sensitive information.];
(xiii) the then current Deployment Schedule; and

(xiv) the then current Estimated Timetable;

(c) the Funder has received evidence of written confirmation from the Law Firm to the Claimants that:
(i) any Engagement Document to which it is a party complies with any financial regulatory requirements as at the date of the Engagement Document and this Agreement;
(ii) it is authorised, and has agreed, to act for the Claimants in respect of the Claim and it owes the Claimant its full professional and fiduciary duties and it has no conflict of interest in acting for the Claimants in respect of the Claim;
(iii) so far as the Law Firm is aware, having made due and careful enquiry, the Claimants has a claim that properly forms part of the Claim; and
(iv) it has carried out its customary identity, KYC and anti-moneylaundering (“AML”) checks in respect of the Claimants and each Original Subsidiary and the Claimants and each Original Subsidiary has satisfied those checks such checks being consistent with industry best practice and include, as a minimum, verification of registration, incorporation, address and identity;
(d) evidence that the Estimated Value is not less than the Minimum Estimated Value as at the date of this Agreement

Confidential means all information and documents that are received by a Party (or its Information lawyer or authorised representative), in whatever form and that:

(a) relate to the Claim;
(b) relate to the terms of the Transaction Documents, any retainer(s) (documented or otherwise) of the Legal Team and / or the negotiations relating to the foregoing;

(c) relate to each other Party and that Party’s affiliates and/or representatives (including, without limitation, information relating to the business, operations, structure, technology and/or finances of each other Party and that Party’s affiliates and/or representatives and any intellectual property of each other Party and that Party’s affiliates and/or representatives); and
(d) is developed by reference to information disclosed to it by the disclosing party or used in the context of the claim,

but excluding anything that:

(i) is, or becomes, generally available to the public (other than as a result of disclosure by the receiving party in breach of this Agreement); or
(ii) is required to be disclosed by law or the rules and policies of (i) any securities regulatory authority having jurisdiction over a Claimant or (ii) any stock exchange upon which securities of a Claimant are listed or quoted for trading; or
(iii) is, or becomes, available to the receiving party on a nonconfidential basis from any person who, to the best of the receiving party’s knowledge after due enquiry, is not bound by a confidentiality agreement with the disclosing party, or otherwise prohibited from disclosing the information to the receiving party; or
(iv) was lawfully in the possession of the receiving party before the information was disclosed to it by the disclosing party;
(v) is developed by or for the receiving party, independently of the information disclosed by the disclosing party; or
(vi) is in connection with disclosure of the Engagement Documents, this Agreement and/or the Priorities Agreement (redacted if

necessary) if reasonably required for the management of the Claim.

Corporate Structure means a duly certified structure chart showing the Counterparty and its Chart subsidiaries. [Definition redacted] [Redacted: Defined term contains commercially sensitive information.] [Definition redacted] [Redacted: Defined term contains commercially sensitive information.] Deployment means a payment made by the Funder to the Law Firm to be applied to Claim Costs in accordance with the terms of this Agreement, the amount of each Deployment being set out in the Deployment Schedule. Deployed Amount means the aggregate of all Deployment amounts paid by the Funder under this Agreement (from time to time) plus (i) any amounts paid by the Funder in respect of any Adverse Costs Insurance or in payment of any costs order in connection with the Claim made against it and (ii) any amounts deemed to form part of the Deployed Amount pursuant to the terms of this Agreement. Deployment Date means the date on which a Deployment is paid under this Agreement as set out in the Deployment Schedule. Deployment means the mechanism for setting the dates and amounts of each Deployment Mechanism and as:

(a) set out at ‘Deployment Mechanism’ in Schedule 3 ( Deployment ) of this Agreement; or (b) as otherwise agreed between the Counterparty and (in its absolute discretion) the Funder.

Deployment Schedule

means the schedule detailing the dates and amounts of each Deployment and as:

(a) set out at ‘Initial Deployment Schedule’ in Schedule 3 ( Deployment ) of this Agreement (as amended from time to time in accordance with this Agreement); or
(b) as otherwise agreed between the Counterparty and (in its absolute discretion) the Funder.

Dispute Notice	has the meaning given to that term in Clause 12.2 (Dispute resolution
	procedure).
Dispute Resolution	means the procedure set out in Clause 12 (Dispute resolution procedure).
Procedure
[Definition redacted]	[Redacted: Defined term contains commercially sensitive information.]
[Definition redacted]	[Redacted: Defined term contains commercially sensitive information.]
[Definition redacted]	[Redacted: Defined term contains commercially sensitive information.]
[Definition redacted]	[Redacted: Defined term contains commercially sensitive information.]
[Definition redacted]	means:
	(a) [Redacted: Defined term contains commercially sensitive information.];
	and

(b) [Redacted: Defined term contains commercially sensitive information.].

Engagement means each document governing the contractual relationship between a Documents member of the Legal Team and the Counterparty in relation to the Claim including (without limitation) the Conditional Fee Arrangement and any engagement letter and any terms and conditions of business. [Definition redacted] [Redacted: Defined term contains commercially sensitive information.] Estimated Award Date means the date on which the Award Date is estimated to occur either:

(a) as set out in the Estimated Timetable; or
(b) as:
(i) set out in a Monthly Report; or
(ii) notified in writing to the Funder by the Counterparty,

and to the extent, in each case, subsequently confirmed in writing by the Funder (in its absolute discretion).

Estimated Final means the date by which the Final Payment Date is estimated to occur, being Payment Date the date by which all Proceeds are expected to have been received by the Counterparty as set out in the Estimated Timetable.

Estimated Timetable means the estimated dates for the certain stages of the Claim up to and including the Estimated Final Payment Date which is either:

(a) as set out at Schedule 2 ( Estimated Timetable and Initial Budget ) of this Agreement (as amended from time to time in accordance with this Agreement); or
(b) as notified in writing by the Counterparty to the Funder and approved by the Funder (in it is absolute discretion acting reasonably).

Estimated Value

means the estimated value of the Claim which:
(a) is, as at the date of this Agreement, not less than [Redacted: dollar figure.]; and
(b) thereafter, as is set out [Redacted: Commercially sensitive information.],

which, for the avoidance of doubt (in each case), shall be exclusive of legal costs recovered in the Claim, other costs and tax.

[Definition redacted]

[Redacted: Defined term contains commercially sensitive information.]

Final Payment Date	means the last Payment Date, being the date in respect of which the
	Counterparty and/ or the Claimants actually receives payment of Proceeds in
	full and no further payments are envisaged.
Finance Documents	means this Agreement, any Additional Commitment Notice, each Security
	Document, the Priorities Agreement and any other document designated by
	the Funder and the Counterparty as a Finance Document.
Funder Notification	has the meaning given to that term in Clause 13.1.1 (Illegality).
Funder’s Spot Rate of	means, in respect of the conversion of one currency (theFirst Currency) into
Exchange	another currency (theSecond Currency):
	(a) the Funder’s spot rate of exchange; or
	(b) if the Funder does not have an available spot rate of exchange) any
	other publicly available spot rate of exchange selected by the Funder,
	for the purchase of the Second Currency with the First Currency in the London
	foreign exchange market at or about 11:00 a.m. (London time) on a particular
	day.
Funder’s Return	means an amount payable by the Counterparty to the Funder under this
	Agreement and [Redacted: Defined term contains commercially sensitive
	information.].
Holding Company	means, in relation to a person, any other person in respect of which it is a
	Subsidiary.
ICSID	means the International Centre for Settlement of Investment Disputes.
Initial Budget	means the budget reflecting a breakdown of the Committed Amount
	[Redacted: Defined term contains commercially sensitive information.].
Initial Deployment	means the schedule of Deployments based on the Estimated Timetable as at
Schedule	the date of this Agreement set out at ‘Initial Deployment Schedule’ in
	Schedule 3 (Deployment).

Insurer	means any provider of Adverse Costs Insurance in respect of the Claim and
	which is either party to or otherwise accedes as a party to the Priorities
	Agreement from time-to-time.
[Definition redacted]	[Redacted: Defined term contains commercially sensitive information.]
Law Firm	means Boies Schiller Flexner (UK) LLP, a limited liability partnership
	incorporated in England (company number OC385463) whose registered
	address is 5 New Street Square, London EC4A 3BF.
Legal Team	means the Law Firm and any legal professional instructed by the Claimants
	in connection with the Claim.
[Definition redacted]	[Redacted: Defined term contains commercially sensitive information.]
Material Adverse	means any event or circumstance specified as such in Clause 11.1 (Material
Change	Adverse Change, Default).
Milestones	means each of the milestones detailed in the column titled ‘Milestones’ in the
	Estimated Timetable.
Milestone Date	means each of the dates detailed in the column titled ‘Milestone Date’ in the
	Estimated Timetable.
[Definition redacted]	[Redacted: Defined term contains commercially sensitive information.]
Monetary Award	means an award by the Tribunal or an agreed settlement between the
	Counterparty and/ or the Claimants and the Respondent, in each case in
	connection with the Claim in the form of a liquidated resolution.
Monthly Report	means a report submitted by the Counterparty to the Funder [Redacted:
	Defined term contains commercially sensitive information.] and which must
	be signed by the Counterparty or a partner of a member of the Law Firm on
	behalf of the Counterparty, such reports to remain confidential and subject to
	legal professional privilege and common interest privilege.
[Definition redacted]	[Redacted: Defined term contains commercially sensitive information.]

[Definition redacted]	[Redacted: Defined term contains commercially sensitive information.]
Other Assets	means:
	(a) [Redacted: Defined term contains commercially sensitive
	information.]; and
	(b) [Redacted: Defined term contains commercially sensitive
	information.].
Party	means a party to this Agreement.
Payment Account	means:
	(a) the client account of the Law Firm [Redacted: Defined term contains
	commercially sensitive information.]; or
	(b) such other account as agreed by the Counterparty and the Funder
	from time to time (being a client account held by the Law Firm for
	the benefit of the Counterparty and having been subjected to the
	Funder's approval and reasonable KYC and AML procedures).
Payment Date	means a date on which the Counterparty and/ or Claimant actually receives a
	payment of Proceeds.
Permit	[Redacted: Defined term contains commercially sensitive information.]
Permit Receipt	means the receipt provided by the Respondent to the Counterparty for
	payment of the exploration registration fees set out in the applicable invoice
	in respect of the Permit.
Potential Default	means a Default or any event or circumstance which would, with the expiry
	of any grace period, the giving of notice, the making of any determination
	under the Transaction Documents or any combination of any of the foregoing,
	be a Default.
Priorities Agreement	means the priorities agreement entered into among (1) the Funder; (2) the Law
	Firm; and (3) the Counterparty relating to the Claim and this Agreement and

dated on or about the date of this Agreement, substantially reflecting the content of Schedule 5.

Proceeds

means the aggregate of (without double counting):

(a) all benefits (of any type) arising from the Claim and/or the Other Assets received by or on behalf of the Counterparty, a Claimant, any Original Subsidiary or the Legal Team (or the Legal Team on behalf of the Counterparty of a Claimant) or by a related party, that are received directly or indirectly from the Respondent or a related party or a third party;
(b) any Recovered Costs; and
(c) any amount recovered from parties and received by the Counterparty in connection with the Claim, including any release from or reduction of an obligation or out of pocket costs,

together with any benefits and amounts recovered in respect of any other claims or proceedings made by the Claimants in respect of the same or similar facts the subject of the Claim provided that , in respect of the Other Assets only, the proceeds of any disposal of those Other Assets expressly permitted under Clause 8.1.1.3 ( Covenants ) will not constitute Proceeds for the purposes of this Agreement.

Recovered Costs

Related Fund

means the amount of any costs actually awarded to and received by the Counterparty or any related party nominated to receive such amounts including but not limited to the Legal Team, in relation to the Claim by the Tribunal and any portion of a settlement amount agreed to be attributed to costs in the terms of the relevant settlement agreement.

means in relation to a fund (the “ first fund ”), a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment advisor is an Affiliate of the investment manager or investment adviser of the first fund.

Respondent	means The Government of the People’s Republic of Burkina Faso.
Review Process	means the ongoing review of the Budget and the Estimated Timetable in
	accordance with Clause 5 (Budget and Estimated Timetable review and
	Additional Funding).
Review	has the meaning given to that term in Clause 5.1 (Budget and Estimated
	Timetable review and Additional Funding)
Sanctioned Country	means a country or territory which is subject to general trade, economic or
	financial sanctions or trade embargoes imposed, administered or enforced by
	(i) the US government and administered by OFAC, the US State Department,
	the US Department of Commerce or the US Department of the Treasury or
	equivalent body, (ii) the United Nations Security Council, (iii) the European
	Union, (iv) HM Treasury or (v) the Government of Canada.
Sanctions	means economic or financial sanctions or trade embargoes imposed,
	administered or enforced from time to time by (i) the US government and
	administered by OFAC, the US State Department, the US Department of
	Commerce, the US Department of the Treasury or equivalent body, (ii) the
	United Nations Security Council, (iii) the European Union, (iv) HM Treasury
	or (v) the Government of Canada.
Sanctions Authority	means any of the United Nations, the European Union, HM Treasury, the
	Government of Canada, any European Union member state or any other
	United States government entity.
Sanutura Project	means the 1,454km2 Sanutura Project situated in the Houndé Belt of Burkina
	Faso more particularly described in the Trigger Letter as the “Sanutura
	Project” or the “Investment” and the investments made by the Counterparty
	in respect of gold exploration and development projects therein.
SDN List	means the Specially Designated Nationals List maintained by the Office of
	Foreign Assets Control of the US Department of the Treasury (“OFAC”), or
	any similar list maintained by any Sanctions Authority.
Security Document	means:

(a) security over the Counterparty’s rights in respect of the Claim (including proceeds arising therefrom);
(b) an all assets fixed and floating charge granted by SIL (No. 2);
(c) an equitable share mortgage entered into by SIL in respect of its entire shareholding in SIL (No. 2); and
(d) any other security interest or guarantee provided by any other person in favour of the Funder in connection with this Agreement.

Security Interest

means any mortgage, pledge, lien, charge, hypothecation, assignment or security interest or any other agreement or arrangement having a similar effect.

SIL means Sarama Investments Limited, a BVI business company incorporated under the laws of the British Virgin Islands [Redacted: Defined term contains commercially sensitive information.][Redacted: Company number.] and whose registered address is at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

SIL (No 2) means Sarama Investments (No 2) Limited, a BVI business company incorporated under the laws of the British Virgin Islands with [Redacted: Company number.] and whose registered address is at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

Specific Legal Team

means the legal professionals at the Law Firm working specifically on the Claim and instructed by the Claimants in connection with the Claim.

Specific Performance has the meaning given to that term in Clause 4.6 ( Distribution of Proceeds Amount and Payments to the Funder ). Specific Performance means an award by the Tribunal in connection with the Claim in the form of Award an unliquidated resolution.

Subsidiary	means any corporation, partnership, limited liability company, joint venture,
	association or other business entity owned or controlled, directly or indirectly
	by another business entity.
Success Fee	[Redacted: Defined term contains commercially sensitive information.].
Successful Award	means any outcome in favour of the Counterparty or a Claimant which gives
	rise to Proceeds.
[Definition redacted]	[Redacted: Defined term contains commercially sensitive information.]
[Definition redacted]	[Redacted: Defined term contains commercially sensitive information.]
Transaction	means each Finance Document, the Engagement Documents, any policy
Documents	documentation in respect of the Adverse Costs Insurance and any other
	document designated by the Funder and the Counterparty as a Transaction
	Document.
Tribunal	means the arbitral tribunal constituted under the ICSID Convention to hear
	the Claim.
Trigger Letter	means the letter of claim dated 29 November 2023 sent by the Counterparty
	to the Respondent in connection with the alleged breaches of the BIT by the
	Respondent.
Upfront Costs	means [Redacted: Percentage]% of budgeted legal fees estimated to be
	incurred by the Law Firm in connection with the Claim due to the Law Firm
	in accordance with the terms of the Conditional Fee Arrangement, as set out
	in the Initial Budget which are payable as Claim Costs.
Waterfall	means the agreed waterfall regarding the order Proceeds shall be distributed
	as set out in [Redacted: Defined term contains commercially sensitive
	information.].

1.2 Unless a contrary indication appears, any reference in this Agreement to:
1.2.1 assets includes present and future properties, revenues and rights of every description;

1.2.2 a disposal includes a sale, transfer, assignment, grant, lease or other disposal, whether voluntary or involuntary, and dispose shall be construed accordingly;
1.2.3 the Funder , a member of the Legal Team , the Counterparty , a Claimant , the Respondent , an Original Subsidiary or any other person includes its respective successors in title, permitted assigns and or permitted transferees;
1.2.4 any Transaction Document , agreement or document is a reference to that agreement or document as the same may have been, or may from time to time be, amended, varied, supplemented, novated extended or restated (however fundamentally) and is deemed to include all attachments, exhibits and schedules to any such Finance Document or other agreement or instrument;
1.2.5 indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
1.2.6 guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
1.2.7 a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, partnership or other entity (whether or not having a separate legal personality);
1.2.8 a provision of law is a reference to that provision as amended or re-enacted from time to time and includes any subordinate legislation;
1.2.9 a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
1.2.10 the winding-up of a person includes the amalgamation, reconstruction, reorganisation, dissolution, liquidation, (including provisional liquidation), winding-up, striking-off, merger or consolidation of that person, and any equivalent or analogous procedure under the law of any jurisdiction in which the person is incorporated or resident or carries on a material part of its business or has material assets;
1.2.11 a time of day is a reference to London time;
1.2.12 a Potential Default, a Default and a Material Adverse Change is " continuing " if it has not been remedied or waived in writing;
1.2.13 words in the singular include the plural and vice versa and words in one gender include any other gender;
1.2.14 the words include(s), including and in particular shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words;

1.2.15 " $ ", " USD " and " dollars " denote the lawful currency of the United States of America;
1.2.16 the provisions of this Agreement are not intended to confer upon any person or entity other than the Parties (including their respective successors and permitted assigns, personal representatives, heirs and estates, as the case may be) any rights or remedies;
1.2.17 if the Funder considers that an amount paid by or on behalf of the Counterparty, a member of the Legal Team (or any other person) to the Funder under this Agreement or any other contract or agreement giving rise to, concerning or securing the obligations is capable of being avoided or set aside on bankruptcy or insolvency of such person or otherwise then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement;
1.2.18 headings in this Agreement are for ease of reference only;
1.2.19 where this Agreement makes reference to Proceeds being received by the Counterparty or a Claimant, such Proceeds will be deemed to have been received by the Counterparty that Claimant for the purposes of this Agreement if such amounts are received by a member of the Law Firm or any other third party on behalf of the Counterparty or that Claimant;
1.2.20 to the extent this Agreement refers to any agreement or designation or Monthly Report being required from the Counterparty or any request being made by the Counterparty, such agreement, designation, report or request if provided by a member of the Legal Team (in its capacity as legal adviser to the Counterparty) to the Funder will be deemed to have been provided by the Counterparty;
1.2.21 to the extent this Agreement requires the Counterparty to procure that a Claimant or a member of the Legal Team (as applicable) perform any action, in the event that such member of the Legal Team fails to perform that action the Counterparty will be deemed to be in breach of the applicable provisions of this Agreement as a result of that member of the Legal Team’s failure; and
1.2.22 where this Agreement requires the Counterparty to provide an instruction or authorisation to a Claimant or a member of the Legal Team (as applicable), such requirement will be deemed to be a requirement to provide such instruction or authorisation on a continuing basis, and not to revoke such instruction or authorisation, in each case without the consent of the Funder.
1.3 Each Original Subsidiary by its execution of this Agreement irrevocably appoints the Counterparty to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:
1.3.1 the Counterparty on its behalf to supply all information concerning itself contemplated by the Finance Documents to the Funder and to give all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Original Subsidiary notwithstanding that they may affect that Original Subsidiary, without further reference to or the consent of that Original Subsidiary; and
1.3.2 the Funder to give any notice, demand or other communication to the Counterparty or that Original Subsidiary pursuant to the Finance Documents to the Counterparty,

and in each case the Original Subsidiary shall be bound as though the Original Subsidiary itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

1.4 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Counterparty or given to the Counterparty under any Finance Document on behalf of an Original Subsidiary or in connection with any Finance Document (whether or not known to any Original Subsidiary) shall be binding for all purposes on that Original Subsidiary as if that Original Subsidiary had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Counterparty and any Original Subsidiary, those of the Counterparty shall prevail.

2 AGREEMENT TO FUND AND PURPOSE

Agreement to fund

2.1 Subject to the terms of this Agreement the Funder shall make available to the Counterparty funding in the amount equal to the Committed Amount.
2.2 The Funder may, in its absolute discretion, agree to provide additional funding in excess of the Committed Amount in accordance with Clause 5 ( Budget review and additional funding ).

Purpose

2.3 The Counterparty shall apply all Deployment amounts received under this Agreement towards the relevant Claim Costs in accordance with the terms of this Agreement and the Budget (as applicable).
2.4 The Funder is not bound to monitor or verify the application of any amount funded pursuant to this Agreement.

3 DRAWDOWN PROCESS

3.1 [Redacted: Drawdown process is commercially sensitive.]:
3.1.1 [Redacted]; and
3.1.2 [Redacted].
3.2 The Counterparty shall:
3.2.1 [Redacted] ;
3.2.2 [Redacted]; and

3.2.3 [Redacted].

[Redacted]

3.3 [Redacted].

[Redacted]

3.4 [Redacted]:
3.4.1 [Redacted];
3.4.2 [Redacted];
3.4.3 (i) [Redacted] and (ii) [Redacted]; and
3.4.4 [Redacted].
3.5 [Redacted]:
3.5.1 [Redacted];

[Redacted]

3.6 [Redacted].

4 DISTRIBUTION OF PROCEEDS AND PAYMENTS TO THE FUNDER

Repayment of Proceeds

4.1 Subject to and in accordance with the remainder of this Clause 4, the Counterparty shall pay to the Funder the Funder’s Return.
4.2 The Counterparty shall:
4.2.1 deposit any cash Proceeds (or procure that any cash Proceeds are deposited) into the Payment Account; and
4.2.2 apply (or procure that) the Proceeds standing to the credit of the Payment Account are applied in accordance with Clause 4.3.

4.3 Following receipt of any cash Proceeds by the Counterparty and/ or a Claimant and/ or the Law Firm (as the case may be), and subject to the terms of the Priorities Agreement and Clause 4.4 below, the Counterparty shall:
4.3.1 promptly (and within 1 Business Day of receipt) inform the Funder of such receipt; and
4.3.2 liaise with the Funder in connection with (including in respect of the mechanics and logistics of) the payment of the Funder’s Return; and
4.3.3 pay, or to the extent that such Proceeds are received by another Claimant and/ or the Law Firm, shall direct that Claimant and/ or the Law Firm to pay, promptly (and in any event within 5 Business Days of receipt or, if notified by the Funder that it intends to issue an invoice within that period, within 5 Business Days of such invoice) to the Funder the Funder’s Return and any other amounts due and payable by them to the Funder under the Transaction Documents; and
4.3.4 ensure that no Proceeds are withdrawn from the Payment Account other than in accordance with this Agreement and the Priorities Agreement.
4.4 The Counterparty shall not be obliged to make, nor be obliged to procure that the Law Firm makes, the payments specified in Clauses 4.2 and 4.3 above to the extent and for so long as such payment would exceed the amount of cash Proceeds received by (or on behalf of) the Counterparty and/ or Claimant and/ or the Law Firm (as applicable).
4.5 To the extent the Proceeds:
4.5.1 are in the form of cash and are not paid into or otherwise received into the Payment Account, the Counterparty shall and shall procure that Claimants shall take all such actions to ensure those Proceeds are promptly paid into the Payment Account; and
4.5.2 are (in whole or in part) Non-Cash Proceeds, the Counterparty shall and shall procure that the Claimants shall take all such actions to promptly realise such Proceeds in cash and ensure that such cash Proceeds are paid into the Payment Account,

for application in accordance with this Agreement and the Priorities Agreement.

Specific Performance Award

4.6 Where the Tribunal makes a Specific Performance Award or the Claim is settled in a manner analogous to a Specific Performance Award (either in supplement to, or instead of, a Monetary Award or settlement (as applicable)), the Claimants shall:
4.6.1 [Redacted: Commercially sensitive information.]; and
4.6.2 [Redacted: Commercially sensitive information.].

4.7 To the extent that the Claimant notifies the Funder of any Retained Award Assets, the value of such Specific Performance Award or settlement in respect of such Retained Award Assets for the purposes of calculating the contribution of such award or settlement (in respect of those Retained Award Assets) to the Funder’s Return will be calculated in accordance with Clause 16.12 as if such award or settlement were Non-Cash Proceeds (such value(s) being the Specific Performance Amount(s) ). For this purpose, in assessing the value of such Non-Cash Proceeds, the independent valuer will (to the extent applicable) have regard to the impact on the value of the shares in the Counterparty and the Original Subsidiaries as a result of such award or settlement.
4.8 [Redacted: Commercially sensitive information.]:
4.8.1 [Redacted];
4.8.2 [Redacted]; and
4.8.3 [Redacted].
4.9 For the avoidance of doubt if:
4.9.1 any cash Proceeds are received by the Counterparty and/ or an Original Subsidiary (or a member of the Legal Team on behalf of the Counterparty and/ or an Original Subsidiary); or
4.9.2 there is an election in respect of further Retained Award Assets,

[Redacted: Commercially sensitive information.] in connection with any Specific Performance Award (or settlement in a manner analogous to a Specific Performance Award), the Funder shall remain entitled to receive payment in accordance with this Clause 4.

Proceeds held on trust

4.10 The Counterparty shall hold (and procure that the Law Firm holds) any Proceeds (whether or not in cash) that they receive on trust for the Funder and the other parties with an entitlement to such Proceeds under this Agreement and the Priorities Agreement.

5 BUDGET, [REDACTED: COMMERCIALLY SENSITIVE INFORMATION] DEPLOYMENT SCHEDULE AND ESTIMATED TIMETABLE REVIEW AND ADDITIONAL FUNDING

[Redacted: Commercially sensitive information.]

5.1 [Redacted: Commercially sensitive information.]:
5.1.1 [Redacted];

5.1.2 [Redacted]; and
5.1.3 [Redacted],
[Redacted] (the “ Review ”).
5.2 [Redacted: Commercially sensitive information.].
5.3 [Redacted: Commercially sensitive information.].

Additional Funding

5.4 Without prejudice to Clause 5.1 above, if the Counterparty becomes aware that additional funding is likely to be required in connection with the Claim in excess of the Budget (including, without limitation, if there is likely to be an appeal) the Counterparty shall:
5.4.1 notify the Funder (such notification specifying the nature of the Claim Costs in respect of which the additional funding is required) promptly and in any event within 30 days of becoming aware of the need for such additional funding; and
5.4.2 within 30 days of the date of the notice delivered to the Funder in accordance with paragraph 5.4.1 provide a proposed (A) updated budget which shall specify, inter alia , the amount of such additional funds, the reason why such additional funds are required and how they will be applied; and (B) updated estimated timetable (an Additional Commitment Proposal ).
5.5 If the Funder determines in its absolute discretion that it:
5.5.1 is willing to provide the Additional Commitment requested in an Additional Commitment Proposal, in which case it shall notify the Counterparty of such willingness. Such notification does not result in the commitment or provision of any Additional Commitment by the Funder; or
5.5.2 is not willing to provide the Additional Commitment requested in an Additional Commitment Proposal, in which case it shall notify the Counterparty of such decision and the process set out in this Clause 5.5 in respect of that Additional Commitment Proposal terminates.
5.6 Following notification from the Funder that it is willing to provide the Additional Commitment in accordance with Clause 5.5.1 above, the Counterparty shall promptly issue an Additional Commitment Notice. The terms of any Additional Commitment specified in an Additional Commitment Notice will be the same as those set out in the relevant Additional Commitment Proposal (unless otherwise agreed by the Funder).
5.7 Upon the later of: (a) the date the Funder countersigns an Additional Commitment Notice; and (b) the date on which the Funder confirms that any conditions to the provision of the relevant Additional Commitment set out in the Additional Commitment Notice have been satisfied to its satisfaction (such notification to be given as soon as is reasonably practicable):

5.7.1 the Additional Commitment will be established and such additional funding shall form part of the Committed Amount; and
5.7.2 the proposed updated budget and estimated timetable provided in the Additional Commitment Notice will become the Budget and Estimated Timetable for the purposes of this Agreement.
5.8 The Counterparty shall not amend any Additional Commitment Proposal but may withdraw an Additional Commitment Proposal at any time. Withdrawal of the Additional Commitment Proposal shall terminate the process set out in Clause 5.4 above and no Additional Commitment shall be established.
5.9 Each Additional Commitment Notice is irrevocable other than with the prior written consent of the Funder (such consent not to be unreasonably withheld).
5.10 The Counterparty shall instruct the Legal Team to promptly notify the Funder if:
5.10.1 the Legal Team becomes aware additional funding is likely to be required in connection with the Claim in excess of the Budget (including, without limitation, if there is likely to be an appeal); or
5.10.2 any Milestone is unlikely to be met by the applicable Milestone Date.

6 ADVERSE COSTS

6.1 The Counterparty shall [Redacted: Commercially sensitive information.]:
6.1.1 promptly inform the Funder of any order or direction by the Tribunal, and its liability, for Adverse Costs and Excess Adverse Costs whether or not such amounts are covered by Adverse Costs Insurance;
6.1.2 promptly provide [Redacted: Commercially sensitive information.];
6.1.3 ensure subject to (i) the Counterparty being informed by the Funder that Adverse Costs Insurance is in place and (ii) being provided with a copy of such Adverse Costs Insurance, it is aware of the material terms of any Adverse Costs Insurance and fully comply with the same. The Counterparty hereby acknowledges the importance of such insurance, and shall:
- 6.1.3.1 [Redacted: Commercially sensitive information.]; and
- 6.1.3.2 [Redacted: Commercially sensitive information.];
6.1.4 subject to (i) [Redacted: Commercially sensitive information.] and (ii) [Redacted: Commercially sensitive information.]; and
6.1.5 regularly review their (or the Legal Team’s) estimate of Adverse Costs and immediately inform the Funder where they consider that the Adverse Costs Insurance should be obtained or revised in order to ensure compliance with paragraph 6.1.2.

6.2 The Counterparty:

6.2.1 shall confirm that it has been provided with a copy of the Adverse Costs Insurance obtained by the Funder immediately upon receipt of such Adverse Costs Insurance from the Funder; and
6.2.2 acknowledge that the Funder may obtain such insurance and that such amounts, together with any amounts paid by the Funder in respect of Adverse Costs Insurance as at the date of this Agreement will be treated in accordance with Clause 6.2 and Clause 6.4 below.
6.3 The amount (inclusive of all tax and costs) in respect of amounts paid by the Funder in connection with Adverse Costs Insurance deposit premiums shall be deemed to be, and form part of, the Deployed Amount on the date the Funder makes such payment.
6.4 For the avoidance of doubt:
6.4.1 [Redacted: Commercially sensitive information.]; and
6.4.2 if a non-party costs order is made in respect of the Claim, any monies that the Funder pays in respect of this order are to be deemed to be, and form part of, the Deployed Amount on the date the Funder makes such payment.

7 REPRESENTATIONS AND WARRANTIES

7.1 The Claimant and each Original Subsidiary makes the representations and warranties set out in this Clause 7.1 to the Funder and the Funder has relied on these representations and warranties in connection with the entry into the Transaction Documents to which it is a party:
7.1.1 it is a corporation or limited company duly incorporated, solvent, validly existing and in good standing under the laws of its jurisdiction of incorporation and it has the power, has taken all necessary action and has obtained all necessary authority and consents to (as applicable) bring the Claim and to execute, perform and deliver its obligations under (and the transactions contemplated by) this Agreement and each other Transaction Document to which it is a party;
7.1.2 it has taken all necessary legal, professional and other relevant expert advice in respect of:
- 7.1.2.1 the Transaction Documents and the legal implications and obligations of entering into such documents;
- 7.1.2.2 the Claim and the implications of pursuing a claim in relation to the Claim, including the potential liability for Adverse Costs; and
- 7.1.2.3 any other legal issues that are relevant to entering into this Agreement, the Transaction Documents and pursuing the Claim;
7.1.3 to the extent it is a Claimant, it has valid legal claim that properly forms part of the Claim;

7.1.4 it is not aware of any rights of set off or counterclaim which apply, or which may apply, against any Proceeds, the Claim or (to the extent of any Proceeds standing to the credit thereto) the Payment Account, other than in favour of the Funder or otherwise expressly envisaged under the Transaction Documents;
7.1.5 [Redacted: Commercially sensitive information.];
7.1.6 [Redacted: Commercially sensitive information.];
7.1.7 each of the Transaction Documents is:
7.1.7.1 legal, valid, binding and enforceable in accordance with its stated terms;
7.1.7.2 compliant with applicable regulatory requirements including the GDPR and consumer protection regulations; and
7.1.7.3 remains in full force and effect;
7.1.8 it has received a copy of the Priorities Agreement and acknowledges its awareness of, and consents to, the terms of the Priorities Agreement;
7.1.9 [Redacted: Commercially sensitive information.];
7.1.10 entering into the Transaction Documents and complying with the obligations under the Transaction Documents does not:
7.1.10.1 create a conflict with:
- (i) its constitutional documents; and/or
- (ii) any agreement or instrument binding upon the Counterparty or an Original Subsidiary or any of its respective assets;
7.1.10.2 breach any applicable law or regulation applicable to it; or
7.1.10.3 create any form of conflict of interest for the Counterparty or, to its knowledge, the Legal Team.
7.1.11 [Redacted: Commercially sensitive information.]:
7.1.11.1 [Redacted]; and
7.1.11.2 [Redacted];

7.1.12 [Redacted: Defined term contains commercially sensitive information.];
7.1.13 the Initial Budget is complete and accurate based on the information available at the time of entering into the Transaction Documents;
7.1.14 [Redacted: Commercially sensitive information.];
7.1.15 to the best of its knowledge and belief, all information provided by the Counterparty or provided on its behalf (as applicable) to the Funder in connection with the Claim and/or this Agreement is true, accurate, complete and not misleading;
7.1.16 any factual information provided to the Legal Team and contained in a Monthly Report or any other document in connection with the Claim has been and will be considered on a conservative basis and true and accurate, reasoned and credible in all material respects as at the date of the relevant Monthly Report or document containing the information or (as the case may be) as at the date the information is expressed to be given;
7.1.17 [Redacted: Commercially sensitive information.];
7.1.18 [Redacted: Commercially sensitive information.];
7.1.19 there is no creditor or other person holding a Security Interest or other encumbrance over the Proceeds, the Claim, any interest the Counterparty has in the Permit or the Payment Account;
7.1.20 [Redacted: Commercially sensitive information.];
7.1.21 it has not received, and is not entitled to receive from the Proceeds, any payment in respect of the Claim, other than in accordance with the Priorities Agreement;
7.1.22 other than the filing of material contracts (as defined in National Instrument 51-102) with the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval as required pursuant to National Instrument 51-102 to comply with its continuous disclosure obligations under the laws of its jurisdiction, it is not necessary that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar taxes or fees must be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transactions Documents, subject (in the case of each BVI Company) to: (A) the timely registration of full particulars of the security granted or otherwise constituted by it pursuant to each Security Document to which it is a party (the " BVI Registerable Security ") in the register of charges (the " Register of Charges ") maintained by it (such registration to include all particulars required to be kept in such Register of Charges pursuant to the provisions of 162(1) and 162(2A) of the BVI Companies Act (which registration has been or will be promptly made); and (B) the timely registration, in accordance with (as applicable) Sections 163 and 164 of the BVI Companies Act, of appropriate particulars of the BVI Registerable Security with the Registrar of Corporate Affairs (the " BVI Registrar ") in the British Virgin Islands (which registration has been or will be promptly made);

7.1.23 other than the filing of material contracts (and defined in National Instrument 51-102) with the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval as required pursuant to National Instrument 51-102 to comply with its continuous disclosure obligations, under the laws of its jurisdiction it is not necessary that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any, no stamp, registration, notarial or similar taxes or fees must be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transactions Documents;
7.1.24 no Security Interests exists over the Claim, the Proceeds, the Permit or any other asset related to the Claim or subject to a Security Interest under the Security Documents, other than as expressly permitted by this Agreement;
7.1.25 each Security Document to which the Counterparty and/ or an Original Subsidiary is a party creates the security interests which that Security Document purports to create and those security interests are valid and effective;
7.1.26 it is the sole legal owner and beneficial owner of the assets over which it purports to grant Security Interests under the Security Documents and such assets are free from any claim by any person, and (to the best of its knowledge and belief) prior to the execution of this Agreement, it has received no notice of any such claim;
7.1.27 the Corporate Structure Chart is true, complete and accurate in all material respects;
7.1.28 [Redacted: Commercially sensitive information.];
7.1.29 [Redacted: Commercially sensitive information.];
7.1.30 it nor any of its subsidiaries or directors, is:
- 7.1.30.1 listed, or is owned or controlled, directly or indirectly, by any person which is listed, on an SDN List;
- 7.1.30.2 located, organised or resident in a Sanctioned Country or any other country which is the subject of sanctions by any Sanctions Authority; or
- 7.1.30.3 a governmental agency, authority, or body or state-owned enterprise of any country which is the subject of sanctions by any Sanctions Authority;
7.2 Without prejudice to Clause 7.1 and any other representations and warranties provided to the Funder in the Transaction Documents and any information provided to the Funder by or on behalf of the Counterparty under the Transaction Documents on which the Funder has relied, the Funder confirms that it has made its own independent assessment of the Claim. On that basis, the Funder has decided to enter into this Agreement.
7.3 All the representations and warranties in this Clause 7 are made by the Parties on the date of this Agreement and are deemed to be repeated on each day to and including the date on which no further amounts are owed by the Counterparty to the Funder under the Transaction Documents.

7.4 Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

8 COVENANTS

8.1 The Counterparty and each Original Subsidiary covenants that, it will:
8.1.1 not:
- 8.1.1.1 take or maintain any funding from third parties (other than the Funder) to fund the Claim (or any aspect relating to the Claim) except with the prior written consent of the Funder;
- 8.1.1.2 [Redacted: Commercially sensitive information.];
- 8.1.1.3 [Redacted: Commercially sensitive information.];
- 8.1.1.4 grant or maintain security or an option to a third party over the Claim, the Proceeds, the Permit or any other asset related to the Claim or subject to a Security Interest under the Security Documents;
- 8.1.1.5 take any similar or analogous action in respect of his interest in the Claim, the Proceeds, the Permit or any other asset related to the Claim ; or
- 8.1.1.6 take any action or exercise its rights (or omit to take any action or exercise rights) in respect of the Permit or any other asset the subject of a Security Interest under the Security Documents in a manner which could adversely affect the value of the Claim or interferes with the Funder’s legitimate expectation of being paid amounts owing to it under the Transaction Documents,

in each case without the prior written consent of the Funder in its absolute discretion;

8.1.2 [Redacted: Commercially sensitive information.];
8.1.3 [Redacted: Commercially sensitive information.];
8.1.4 enter into and comply with the Engagement Documents and acknowledge that by signing such Engagement Documents or any relevant engagement letter it consents to the material terms of the Transaction Documents and the deduction of the Funder’s Return from any Proceeds due to them and grants authority to and irrevocably instructs the Law Firm to deduct and apply the Funder’s Return in accordance with this Agreement and the Priorities Agreement;
8.1.5 not:

8.1.5.1 amend any material term of any Engagement Document or any other material document relating to the Claim without the prior written consent of the Funder (which shall not be unreasonably withheld); and
8.1.5.2 enforce its rights to receive payment of any amounts in connection with the Claim except in accordance with the Priorities Agreement and this Agreement;
8.1.6 promptly inform the Funder in writing:
8.1.6.1 [Redacted: Commercially sensitive information.];
8.1.6.2 [Redacted: Commercially sensitive information.];
8.1.6.3 if it believes that any confirmations given by it, or on its behalf to the Funder were untrue when given or cease to be true at any later time;
8.1.6.4 [Redacted: Commercially sensitive information.]; and
8.1.6.5 [Redacted: Commercially sensitive information.]; and
8.1.6.6 [Redacted: Commercially sensitive information.];
8.1.7 promptly comply, to the extent permitted by law and unless a court orders otherwise, with all requests by or on behalf of the Funder for information and documents in connection with the Claim, even if privileged, on the basis that the Funder agrees to take all reasonable steps available to it to claim and protect such common interest privilege or similar privilege contained in such information and documents;
8.1.8
[Redacted: Commercially sensitive information.];
8.1.9 comply with any order or direction of the Tribunal and provide instructions to the Legal Team to effect compliance with such order or directions and not do or omit to do anything which would breach any such orders or directions of the Tribunal;
8.1.10 take all reasonable and practical steps to preserve, maintain and enforce its rights and pursue any Claim and remedies arising under or in connection with the Sanutura Project, the Permit, the BIT, the Claim or any document related or connected to the foregoing;
8.1.11 [Redacted: Commercially sensitive information.];
8.1.12 [Redacted: Commercially sensitive information.];
8.1.13 comply with the terms of the Priorities Agreement;

8.1.14 not, without the prior written consent of the Funder, institute or join any legal proceedings that arise out of substantially the same facts as the Claim and involve the Respondent or that may otherwise materially impact any part of the Claim;
8.1.15 allow the Funder to audit it and any Engagement Documents, involving his own quantum expert where necessary and procure that the necessary agreements in place to allow the transfer of such confidential information in respect of the Counterparty to the Funder;
8.1.16 [Redacted: Commercially sensitive information.];
8.1.17
[Redacted: Commercially sensitive information.];
8.1.18 promptly enter into any Security Document upon the request of the Funder and do all things necessary to procure that any such Security Document is registered, filed, recorded, notarised or enrolled with any court or other authority of the governing jurisdiction of the relevant Security Document (or any other applicable jurisdiction) within the applicable timescales of that jurisdiction;
8.1.19 conduct its businesses in compliance with applicable anti-corruption laws and money laundering laws and maintain policies and procedures designed to promote and achieve compliance with such laws;
8.1.20 [Redacted: Commercially sensitive information.]
8.1.20.1 [Redacted];
8.1.20.2 [Redacted]; or
8.1.20.3 [Redacted],

other than [Redacted];

8.1.21 amend or procure the amendment of any of the Original Subsidiary’s constitutional documents without the prior written consent of the Funder, such consent not to be unreasonably withheld or delayed;
8.1.22 not (in the case of each BVI Company):
8.1.22.1 enter into any amalgamation, demerger, merger, consolidation, arrangement (including, without limitation, a separation of two or more businesses carried on by it), compromise, scheme of arrangement or corporate reorganisation or reconstruction whether pursuant to any of Sections 170 to 174 (inclusive), 177 and 179A of the BVI Companies Act without the prior written consent of the Funder; or

8.1.22.2 continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands whether pursuant to Section 184 of the BVI Companies Act or otherwise without the prior written consent of the Funder;
8.1.23 shall supply the Funder:
8.1.23.1 at the same time as they are dispatched, copies of all documents dispatched by the Counterparty and/ or an Original Subsidiary to its creditors generally (or any class of them) in each case to the extent such documents are related to the Claim;
8.1.23.2 promptly, such information regarding any assets subject to Security Interests pursuant to the Security Documents as the Funder may reasonably request; and
8.1.23.3 promptly, such other information regarding the financial condition, business, assets and operations of the Counterparty or any Original Subsidiary (or any of its Affiliates) as the Lender may reasonably request.
8.1.24 comply in all respects with all Sanctions;
8.1.25
not directly or indirectly use the Deployed Amount for any purpose which would breach:
8.1.25.1 the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) or other similar legislation in other jurisdictions; and
8.1.25.2 applicable financial record keeping and reporting requirements and money laundering statutes in all applicable jurisdictions (including those within which such entity conducts business), the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency;
8.1.26 conduct its businesses in compliance with applicable anti-corruption laws and money laundering laws and maintain policies and procedures designed to promote and achieve compliance with such laws.
8.1.27 ensure that the Deployed Amount will not, directly or indirectly, be used or paid for the purposes of any transaction related to either:
8.1.27.1 any person which is listed on an SDN List, or is owned or controlled, directly or indirectly, by any person listed on an SDN List; or
8.1.27.2 any country which is the subject of sanctions by any Sanctions Authority.
8.1.28 not engage in any conduct which might reasonably be expected to cause it to become a subject of sanctions by any Sanctions Authority.

9 CONFIDENTIALITY AND PRIVILEGE

9.1 Each Party agrees to keep the Confidential Information confidential except that a Party may disclose Confidential Information where that Party is under a legal or regulatory obligation to do so, but only to the extent of that legal or regulatory obligation and only after notifying, to the extent permitted by law, the other Party of the fact of that disclosure.
9.2 Any privileged information disclosed to the Funder is disclosed on the basis that the Funder has, or will have, a common interest in the pursuit and success of the Claim and for the dominant purpose of litigating the Claim and the Funder will use reasonable efforts to preserve that privilege.
9.3 The Funder may disclose Confidential Information to its manager, professional advisors, service providers, auditors, insurers and actual or potential co-investors or hedge providers, in each case provided that those parties are bound by obligations to maintain privilege and preserve the confidentiality of those documents substantially on the same terms as the Funder.
9.4 The Counterparty may disclose Confidential Information to the Legal Team (including its employees, agents, representatives, professional advisers, consultants and), insurers and the Insurer.
9.5 The Parties will not waive any litigation privilege, common interest privilege, or other privilege or protection attaching to any documents or information shared among them.
9.6 Notwithstanding any obligation in this Agreement requiring the Counterparty to disclose information to the Funder, any such obligation shall be subject always to any laws or regulations preventing such disclosure including the requirements of any securities exchanges (and the regulators thereof) on which securities of the Counterparty are listed or traded.

10 CONDUCT OF THE CLAIM

10.1 Notwithstanding the obligations of the Counterparty and the Claimants under this Agreement to provide or procure the provision of information about the Claim to the Funder and subject to the remainder of this Clause 10, the Counterparty and/ or Claimants (as advised by the Legal Team) shall have complete control over the conduct of the Claim and the right to conduct the Claim as they consider appropriate, including the right to:
10.1.1 agree a settlement on any terms they consider appropriate;
10.1.2 abandon, withdraw, stay or discontinue the Claim or any part of the Claim;
10.1.3 pursue the Claim against the Respondent to hearing or appeal or defend any such appeal;
10.1.4 institute or participate in any process of alternative dispute resolution; and/or
10.1.5 take all such actions that they consider appropriate to enforce any settlement or any judgment, award or order obtained in or related to the Claim.
10.2 The Counterparty shall [Redacted: Commercially sensitive information.].

11 MATERIAL ADVERSE CHANGE, DEFAULT

Material Adverse Change

11.1 Each of the events or circumstances set out in this Clause 11.1 is a Material Adverse Change:
11.1.1 an independent barrister or other legal professional of reputable standing, as agreed between the Funder and the Counterparty and advising on the basis of instructions agreed between the Funder and the Counterparty, provides [Redacted: Commercially sensitive information.];
11.1.2 at any date, the Estimated Value of the Claim is:
- 11.1.2.1 [Redacted: Commercially sensitive information.]; and/or
- 11.1.2.2 [Redacted: Commercially sensitive information.];
11.1.3 the Funder determines, after consultation [Redacted: Commercially sensitive information.];
11.1.4 the Estimated Timetable, a Monthly Report or any other report or request provided or submitted or proposed to the Funder under or in connection with this Agreement contains [Redacted: Commercially sensitive information.];
11.1.5 the Final Payment Date [Redacted: Commercially sensitive information.];
11.1.6 the Budget, Estimated Timetable and/or Deployment Schedule [Redacted: Commercially sensitive information.];
11.1.7 there is a change, or clarification in the interpretation or application, of law, regime or regulation (including as a result of the UK’s departure from the European Union) in any applicable jurisdiction which may, [Redacted: Commercially sensitive information.];
11.1.8 [Redacted: Commercially sensitive information.];
11.1.9 without good reason, [Redacted: Commercially sensitive information.]; and
11.1.10 the Insurer [Redacted: Commercially sensitive information.].

Default

11.2 Each of the events or circumstances set out in this Clause 11.2 is a Default.

11.2.1 the Counterparty, an Original Subsidiary and/ or the Law Firm [Redacted: Commercially sensitive information.] by it under the Transaction Documents [Redacted: Commercially sensitive information.]in accordance with the terms of this Agreement and the Priorities Agreement;
11.2.2 the Counterparty, an Original Subsidiary or a member of the Specific Legal Team:
11.2.2.1 [Redacted: Commercially sensitive information.];
11.2.2.2 makes or has made [Redacted: Commercially sensitive information.] under this Agreement, any other Transaction Document or any other document delivered by it or on its behalf under or in connection with this Agreement and any other Transaction Document; and/or
11.2.2.3 is otherwise [Redacted: Commercially sensitive information.]of this Agreement or any Transaction Document or any related agreement,

and in the case of [Redacted: Commercially sensitive information.];

11.2.3 the Counterparty or an Original Subsidiary (other than in respect of any amounts owing to the Law Firm):
11.2.3.1 [Redacted: Commercially sensitive information.];
11.2.3.2 [Redacted: Commercially sensitive information.];
11.2.3.3 [Redacted: Commercially sensitive information.];
11.2.3.4 commences negotiations with [Redacted: Commercially sensitive information.];
11.2.3.5 makes or proposes a [Redacted: Commercially sensitive information.]with some or all of [Redacted: Commercially sensitive information.]; or
11.2.3.6 makes, or is subject to, any filing, application or proceeding seeking to [Redacted: Commercially sensitive information.];
11.2.3.7 an analogous procedure to those listed in paragraphs 11.2.3.1 to 11.2.3.5 [Redacted: Commercially sensitive information.],

provided that the Funder will act reasonably in considering any request for a [Redacted: Commercially sensitive information.]under the Transaction Documents;

11.2.4 any of the following actions or proceedings are taken by the Counterparty or an Original Subsidiary:

11.2.4.1 the [Redacted: Commercially sensitive information.];
11.2.4.2 any person [Redacted: Commercially sensitive information.] trustee in bankruptcy, [Redacted: Commercially sensitive information.] in bankruptcy or files notice of such an appointment at court;
11.2.4.3 enforcement of [Redacted: Commercially sensitive information.];
11.2.4.4 any action or [Redacted: Commercially sensitive information.]; or
11.2.4.5 an analogous procedure to those listed in paragraph 11.2.4.1 to 11.2.4.4 [Redacted: Commercially sensitive information.],

provided that the Funder will act reasonably in considering any request for a [Redacted: Commercially sensitive information.]under the Transaction Documents;

11.2.5
[Redacted: Commercially sensitive information.]in good faith and on reasonable grounds;
11.2.6 the Counterparty, an Original Subsidiary and/ or a member of the Specific Legal Team is the subject [Redacted: Commercially sensitive information.];
11.2.7 the Counterparty and/ or an Original Subsidiary and/ or a member of the Legal Team [Redacted: Commercially sensitive information.]Transaction Document to which it is a party, other than as a result of [Redacted: Commercially sensitive information.];
11.2.8 any [Redacted: Commercially sensitive information.] the Funder is unable [Redacted: Commercially sensitive information.];
11.2.9 if as a result of the [Redacted: Commercially sensitive information.];
11.2.10 any Security Document is not [Redacted: Commercially sensitive information.];
11.2.11 the Counterparty and/or any Original Subsidiary [Redacted: Commercially sensitive information.]; and
11.2.12 any of the Original Subsidiaries [Redacted: Commercially sensitive information.] the Transaction Documents .

Remedies

11.3 The Funder may give written notice to the Counterparty if the Funder determines that one of or both of the following has occurred:
11.3.1 a Material Adverse Change; or

11.3.2 a Default.

11.4 Following the Funder giving notice under Clause 11.3, [Redacted: Commercially sensitive information.]:
11.4.1 the Parties agree otherwise in writing; or
11.4.2 any dispute is resolved in a Claimant’s favour in accordance with the Dispute Resolution Procedure.
11.5 If a Material Adverse Change or Default has been properly notified in accordance with Clause 11.3, and either the Dispute Resolution Procedure (i) [Redacted: Commercially sensitive information.] (ii) has been invoked and settled in favour of the Funder, the Funder may (at its discretion):
11.5.1 [Redacted: Commercially sensitive information.]:
- 11.5.1.1 [Redacted];
- 11.5.1.2 the Parties [Redacted];
- 11.5.1.3 the Parties [Redacted];
- 11.5.1.4 the Parties agree to an appropriate adjustment to the Budget; and/or
- 11.5.1.5 such other agreement is reached between the Counterparty and the Funder; and/or
11.5.2 exercise any rights, powers, discretions and remedies it may have under the Transaction Documents; and/or
11.5.3 (subject to this Clause 11 and the provisions of Clauses 9 ( Confidentiality and privilege ), 17 ( Notices ), 18 ( No partnership ), 19 ( Counterparts ) and 20 ( Governing law and jurisdiction ) together with any relevant definitions or provisions required to interpret such clauses which will continue) terminate this Agreement and:
- 11.5.3.1 the Counterparty will promptly on demand repay to the Funder the Deployed Amount (such repayment, save for termination for reasons of Default, will be limited to the extent such Deployed Amount (i) has not already been applied to Claim Costs or (ii) relates to Claim Costs which have already been incurred (but not yet invoiced) by the Legal Team in accordance with the Budget and in respect of which amounts were paid in accordance with this Agreement to cover such costs); and
- 11.5.3.2 [Redacted: Commercially sensitive information.].

11.6 If, following termination following any notice under Clause 11.3 and any action being taken under this Clause 11, any Proceeds are subsequently received by the Counterparty and/ or an Original Subsidiary (or a member of the Legal Team on behalf of the Counterparty and/ or an Original Subsidiary) then the Funder shall remain entitled to receive payment in accordance with Clause 4 ( Distribution of proceeds and payments to the Funder ) of this Agreement provided that:
11.6.1 if the Funder’s Return is calculated in accordance with, Part 1, Schedule 5, Option A, the Parties agree that the words ‘Committed Amount’ will be deemed to be replaced by the words ‘Deployed Amount’ when calculating the Funder’s Return; and
11.6.2 if the Funder’s Return is calculated in accordance with, Part 1, Schedule 5, Option B, the Parties agree that the amount of the Funder’s Return shall be adjusted pro rata by reference to the Deployed Amount as a percentage of the Committed Amount when calculating the Funder’s Return.
11.7 Notwithstanding any notice or action taken by the Funder under this Clause 11 and without prejudice to Clause 11.6, the Counterparty and each Original Subsidiary will be under a continuing obligation:
11.7.1 to comply with all information obligations under this Agreement; and
11.7.2 to notify the Funder in respect of any conclusion to the Claim.
11.8 Subject to Clauses 11.6 and 11.6.1, if this Agreement is terminated by the Funder under 11.5.3, the Counterparty will be entitled to seek further funding from any other third party without the prior written approval from the Funder provided that:
11.8.1 the terms of such funding do not conflict or otherwise adversely affect the rights (including any priorities) of the Funder under this Agreement and the Priorities Agreement; and
11.8.2 the Counterparty ensures that that any such third party funder enters into a priorities agreement with the Funder on terms satisfactory to the Funder.

12 DISPUTE RESOLUTION PROCEDURE

12.1 The procedure set out in this Clause 12 shall apply in the event of a dispute between the Parties as to whether or not a Material Adverse Change or a Default has occurred or any other dispute relating to the Agreement.
12.2 [Redacted: Commercially sensitive information.]:
12.2.1 [Redacted];
12.2.2 [Redacted];

12.2.3 [Redacted]; and
12.2.4 [Redacted].
12.3 The duration of the procedure from the date of the meeting referred to in Clause 12.2.1 to receipt of the determination referred to in Clause 12.2.2 shall not be more than [Redacted: Date] (or such longer period as may be reasonably determined by the reviewing third party having regard to the complexity of the dispute) (the “[Redacted: Commercially sensitive information.]”).
12.4 Where a Material Adverse Change or a Default is alleged and the procedure set out in this Clause 12 results in a determination that no such event has occurred, the Funder shall pay the costs of the reviewing third party and promptly on receipt of such determination make any Deployments which would have been paid during the period between notification of the relevant Material Adverse Change or Default (as applicable) and receipt of the determination referred to in Clause 12.3, but which were not paid because of the operation of Clause 11.4 ( Material Adverse Change, Default ) or 11.5 ( Material Adverse Change, Default ).

13 ILLEGALITY AND SEVERANCE

13.1 If [Redacted: Commercially sensitive information.]this Agreement:
13.1.1 the Funder shall [Redacted: Commercially sensitive information.]; and
13.1.2 in the event of [Redacted: Commercially sensitive information.].
13.2 If any provision [Redacted: Commercially sensitive information.].

14 DEFAULT INTEREST

14.1 If the Counterparty and/ or any Original Subsidiary fails to pay (or procure payment) within 15 days of its due date any amount due and payable by them to the Funder under this Agreement or any other Transaction Document, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at the rate which is the higher of: (A) [Redacted: Percentage]% per annum; and (B) the Funder’s cost of borrowing (such cost to be notified by the Funder to the Counterparty and/ or an Original Subsidiary (as applicable) upon any demand under this Clause 14 where the Funder’s cost of borrowing is being claimed).
14.2 Any interest accruing under this Clause 14 shall be immediately payable by the Counterparty and/ or an Original Subsidiary (as applicable) on demand by the Funder.
14.3 Any interest accruing under this Clause 14 will (if unpaid) will be calculated monthly on a non-compounding basis.
14.4 For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid under any Transaction Document is to be calculated on the basis of a 360-day year, 365-day year or 366-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the

rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

14.5 If any provision of this Agreement would oblige the Counterparty or any Original Subsidiary to make any payment of interest or other amount payable to the Funder in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by the Funder of “interest” at a “criminal rate”(as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect 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 the Funder of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (a) first, by reducing the amount or rate of interest required to be paid to the Funder; and (b) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the Funder which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

15 TRANSFER

15.1 [Redacted: Commercially sensitive information.]:
15.1.1 [Redacted]; or
15.1.2 [Redacted],

under this Agreement and [Redacted].

15.2 [Redacted: Commercially sensitive information.]:
15.2.1 [Redacted]; or 15.2.2 [Redacted].
15.3 [Redacted: Commercially sensitive information.].
15.4 Nothing in this Agreement shall restrict the Funder’s ability to:
15.4.1 enter into sub-participations or similar risk transfer agreements that involve no creation of an ownership or security interest in the Funder’s rights under this Agreement or any other Transaction Document; and
15.4.2 at any time charge, assign or otherwise create security in or over (whether by way of collateral or otherwise) all or any of its rights under any Transaction Document to secure obligations of the Funder.

15.5 Neither Counterparty nor any Original Subsidiary may transfer or assign any of their rights or obligations under this Agreement or any Transaction Document.
15.6 The Counterparty and each Original Subsidiary shall execute such documents as are reasonably necessary in order to give effect to the assignment and/or transfer set out in Clause Error! Reference source not found. .

16 MISCELLANEOUS

Entire agreement

16.1 The Transaction Documents constitute the entire agreement and understanding between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Partial Invalidity

16.2 If, at any time, any provision of a Transaction Document is or becomes illegal, invalid, contrary to public policy or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity, compliance with public policy or enforceability of the remaining provisions nor the legality, validity, compliance with public policy or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
16.3 The Funder and the Counterparty agree not to contest the enforceability of any Transaction Document that the nature of this Agreement is a funding agreement which may provide for return on Deployed Amount to the Funder by payment to the Funder on a multiple-of-deployed-funding basis.

Further Assurances

16.4 The Counterparty and each Original Subsidiary will execute any instruction, notice, registration or other additional document as the Funder may require from time to time to preserve or enforce its rights under this Agreement or any other Transaction Document.

Rights and Remedies

16.5 No failure to exercise, nor any delay in exercising, on the part of the Funder, any right or remedy under this Agreement or any Transaction Document shall operate as a waiver of any such right or remedy or constitute an election to affirm this Agreement or any Transaction Document. No election to affirm this Agreement or any Transaction Document on the part of the Funder shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided by this Agreement and any Transaction Document are cumulative and are not exclusive of any rights and remedies provided by law.

Determinations and good faith

16.6 Each determination stipulated to be made by a Party under this Agreement will, unless specified otherwise in the relevant provision, be made by that Party in good faith and a commercially reasonable manner.

Payments / Amounts / Non-cash Proceeds

16.7 Payments due to the Funder under the Transaction Documents will be made to the account notified by the Funder to the Counterparty or the Law Firm (as applicable) in writing from time to time.
16.8 Unless otherwise expressly indicated, all figures referred to in this Agreement and the Budget are inclusive of all taxes (if applicable), costs and expenses. No payment by the Funder pursuant to this Agreement shall be increased for any reason whatsoever on account of any tax, cost or expense, without the Funder’s express agreement pursuant to Clause 5 ( Budget review and additional funding ).
16.9 All payments to be made by the Counterparty to the Funder under the Transaction Documents shall be made free and clear of all deductions and withholdings (including equitable or legal set off) whatsoever save as may be required by law.
16.10 If any deduction or withholding is required by law to be made by the Counterparty and/ or an Original Subsidiary in respect of any payments to the Funder under the Transaction Documents, the amount of the payment due from the Counterparty or such Original Subsidiary shall be increased to an amount which (after making any deduction or withholding) leaves an amount equal to the payment which would have been due if no deduction or withholding had been required.
16.11 All payments to be made by the Counterparty and/ or an Original Subsidiary to the Funder under the Transaction Documents are expressed fully inclusive of tax and will not be subject to any adjustments.
16.12 Where [Redacted: Commercially sensitive information.] in accordance with this Agreement.
16.13 If any Non-Cash Proceeds are distributed to the Funder (with its prior written consent and in its sole discretion and to the extent it would not be unlawful for the Funder to receive such Non-Cash Proceeds or it would otherwise conflict with its constitutional documents for it to do so) pursuant to this Agreement and the Priorities Agreement, the extent to which such distribution is treated as discharging the amounts owed by the Counterparty to the Funder shall be determined by reference to the cash value of those Non-Cash Proceeds determined pursuant to Clause 16.12 above.
16.14 To the extent the Funder receives Non-Cash Proceeds, it may (in its absolute discretion):
16.14.1 hold, manage, exploit, collect, realise and dispose of those Non-Cash Proceeds; and
16.14.2 hold, manage, exploit, collect, realise and distribute any resulting cash proceeds in accordance with this Agreement and the Priorities Agreement.
16.15 The Counterparty and each Original Subsidiary waives any right they may have in any jurisdiction to pay any amount to the Funder under the Transaction Documents in a currency or currency unit other than that in which it is expressed to be payable.

16.16 For the purpose of, or pending the discharge of, any of the Deployed Amount and/ or the Funder’s Return, the Funder may:
16.16.1 convert any moneys it receives or recovers (including, without limitation, any cash Proceeds) which are not in the Base Currency to the Base Currency, at the Funder's Spot Rate of Exchange; and
16.16.2 notionally convert the valuation provided in any opinion or valuation which is not in the Base Currency to the Base Currency, at the Funder’s Spot Rate of Exchange.
16.17 The obligations of the Counterparty and/ or an Original Subsidiary to pay amounts to the Funder under the Transaction Document in the Base Currency shall only be satisfied:
16.17.1 in the case of Clause 16.16.1 above, to the extent of the amount of the Base Currency purchased after deducting the costs of conversion; and
16.17.2 in the case of Clause 16.16.2 above, to the extent of the amount of the Base Currency which results from the notional conversion referred to in that clause.

17 NOTICES

17.1 Notices shall be made by letter at the address of each Party indicated in the relevant execution block below (or at such other address as a Party may notify each other Party by not less than 5 Business Days’ notice), or by email to the email address specified in the execution block. Each notice shall also be sent by email to the email address specified in the execution block. Any notice which has been sent in accordance with this Clause 17 shall be deemed to have been served at the earlier of:
17.1.1 the date on which the email is received in readable form;
17.1.2 where delivered by hand, the date on which the letter is left at the relevant address; and
17.1.3 where sent by courier, 48 hours following posting,

provided that any notice which, in accordance with paragraphs 17.1.1 to 17.1.3 above, is deemed to be served after 5:00pm in the place of receipt shall be deemed only to be served on the following Business Day.

18 NO PARTNERSHIP

18.1 The Counterparty and each Original Subsidiary is entering into this Agreement and the other Transaction Documents in its personal capacity and not in their capacity as agent of any third party.

18.2 This Agreement or the Transaction Documents do not intend to create a partnership, joint venture or agency. The Funder is not a law firm and shall not be liable to the Counterparty nor any Original Subsidiary for any advice, view or instruction given or not given in relation to the Claim or the Transaction Documents.

19 COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one agreement binding on all Parties. Copies of executed counterparts may be exchanged by email or other electronic transmission, and that exchange will constitute effective delivery by the Parties of their respective executed counterparts.

20 GOVERNING LAW AND JURISDICTION

20.1 This Agreement will be governed by and construed in accordance with the laws of [Redacted: Commercially sensitive information.] without regard to conflicts of laws principles that would require the application of the law of any other jurisdiction, and the obligations, rights and remedies of the Parties under this Agreement shall be determined in accordance with such law.
20.2 [Redacted: Commercially sensitive information.], and:
20.2.1 [Redacted];
20.2.2 [Redacted];
20.2.3 [Redacted];
20.2.4 the arbitrator shall [Redacted];
20.2.5 all arbitration [Redacted];
20.2.6 this Clause 20 shall [Redacted]; and
20.2.7 each Party [Redacted].
20.3 [Redacted: Commercially sensitive information.]:
20.3.1 the relevant [Redacted];
20.3.2 the [Redacted]; and
20.3.3 the [Redacted].

IN WITNESS WHEREOF this Agreement is executed as a deed and is delivered on the date first set out above.

Schedule 1 ORIGINAL SUBSIDIARIES

Company Name	Sarama Investments Limited	Sarama Investments (No. 2) Limited	Sarama Mining Burkina SUARL
Country of Inc.	British Virgin Islands	British Virgin Islands	Burkina Faso
Company No.	[Redacted: Company number.]	[Redacted: Company number.]	[Redacted: Company number.]
Registered Office	[Redacted: Address]	[Redacted: Address]	[Redacted: Address]
Parent Entity	Sarama Resources Ltd	Sarama Investments Limited	Sarama Investments (No. 2) Limited
Ownership of Parent	100%	100%	100%

Schedule 2 ESTIMATED TIMETABLE AND INITIAL BUDGET

Estimated Timetable

[Redacted: Schedule contains commercially sensitive information.]

	[Redacted]	[Redacted]	[Redacted]	[Redacted]
1	[Redacted]	[Redacted]	[Redacted]	[Redacted]
2	[Redacted]	[Redacted]	[Redacted]	[Redacted]
3	[Redacted]	[Redacted]	[Redacted]	[Redacted]
4	[Redacted]	[Redacted]	[Redacted]	[Redacted]
5	[Redacted]	[Redacted]	[Redacted]	[Redacted]
6	[Redacted]	[Redacted]	[Redacted]	[Redacted]
7	[Redacted]	[Redacted]	[Redacted]	[Redacted]
8	[Redacted]	[Redacted]	[Redacted]	[Redacted]
9	[Redacted]	[Redacted]	[Redacted]	[Redacted]
10	[Redacted]	[Redacted]	[Redacted]	[Redacted]
11	[Redacted]	[Redacted]	[Redacted]	[Redacted]
12	[Redacted]	[Redacted]	[Redacted]	[Redacted]
13	[Redacted]	[Redacted]	[Redacted]	[Redacted]
14	[Redacted]	[Redacted]	[Redacted]	[Redacted]
15	[Redacted]	[Redacted]	[Redacted]	[Redacted]
16	[Redacted]	[Redacted]	[Redacted]	[Redacted]