Silver Bear Resources Plc — Capital/Financing Update 2021

Sep 9, 2021

EXECUTION VERSION

Dated 2020 26 May

JOINT STOCK COMPANY PROGNOZ

as JSC Prognoz SILVER BEAR RESOURCES B.V.

as SBR B.V.

SILVER BEAR RESOURCES PLC

as SBR Plc

INFLECTION MANAGEMENT CORPORATION LIMITED

as Lender 1

UNIFIRM LIMITED

as Lender 2

and

INFLECTION MANAGEMENT CORPORATION LIMITED

as Security Agent

AMENDMENT DEED

RELATING TO

THE FACILITIES AGREEMENT DATED 5 SEPTEMBER 2016

==> picture [188 x 22] intentionally omitted <==

MOS-#2124626-v2

Contents

Clause Page	Clause Page
1	Definitions and interpretation .........................................................................................................3
2	Amendment....................................................................................................................................4
3	Obligors’ consent............................................................................................................................5
4	Waiver ............................................................................................................................................5
5	Representations .............................................................................................................................5
6	Conditions Precedent.....................................................................................................................6
7	Miscellaneous.................................................................................................................................6
8	Counterparts...................................................................................................................................6
9	Governing Law ...............................................................................................................................6
10	Incorporation of Terms ...................................................................................................................6
Schedule 1 Conditions precedent ............................................................................................................7

MOS-#2124626-v2

2

Contact Information

Contact Information

Contact Information

Facility Agreement has the meaning given to it in Recital (A) above.

Party means a party to this Deed.

• 1.2 Unless a contrary indication appears, a term defined in the Facility Agreement has the same meaning in this Deed.

• 1.3 Unless otherwise specified, the provisions of clause 1.2 ( Construction ) of the Facility Agreement shall also apply to this Deed but references to “this Agreement” are to this Deed.

• 1.4 The Borrower and the Lenders designate this Deed as a Finance Document in accordance with the Facility Agreement. For the avoidance of doubt, any failure of the Borrower to perform any of its obligations under this Deed will constitute an Event of Default under clause 18.3 ( Other obligations ) of the Facility Agreement.

2 Amendment

• 2.1 With retrospective effect from the date of the Facility Agreement, but subject to the occurrence of the Effective Date, the Parties agree that the Facility Agreement will be amended as follows:

• (a) the definition of Interest Rate in clause 1.1 of the Facility Agreement will be deleted in its entirety and replaced with the following words:

“" Interest Rate " means:

(a) from the date of the first Utilization to 18 September 2018 (exclusive) - fifteen (15) per cent. per annum;

• (b) from 18 September 2018 (inclusive) to 1 January 2019 (exclusive) - ten (10) per cent. per annum;

• (c) with effect from 1 January 2019 (inclusive) – nine (9) per cent. per annum; and

• (d) with effect from 1 April 2020 (inclusive) – seven (7) per cent. per annum.”;

• (b) clause 8.2(b) of the Facility Agreement will be deleted in its entirety and replaced with the following words:

“On 1 April 2020 interest accrued during the first Interest Period on any Loan shall not be paid to the Lenders but shall be capitalised and added to the principal amount of such Loan.”; and

• (c) clause 9.1(b) of the Facility Agreement will be deleted in its entirety and replaced with the following words:

MOS-#2124626-v2

4

“The first Interest Period for a Loan shall start on the Utilisation Date of that Loan and shall expire on 1 April 2020.”.

• 2.2 The provisions of the Facility Agreement will, except as amended by this Deed, continue in full force and effect.

• 2.3 This Deed is supplemental to, and shall be construed as one with, the Facility Agreement.

• 2.4 Any references in any Finance Documents to the “Facilities Agreement” or to any provisions thereof will be construed as a reference to the Facility Agreement, or that provision, as amended by this Deed.

3 Obligors’ consent

Each Obligor hereby consents to the terms of this Deed and confirms that:

• (a) following the Effective Date the provisions of the Finance Documents to which it is a party, its obligations thereunder and any Transaction Security created pursuant thereto remain in full force and effect; and

• (b) it will continue to be bound by the terms of the Finance Documents to which it is a party as amended by this Deed.

4 Waiver

With effect from the Effective Date each Finance Party hereby waives:

• (a) any breach of the Facility Agreement or any Finance Document that may have occurred; and

• (b) any rights or remedies that it may have had in connection with any breach of the Facility Agreement or any Finance Document that may have occurred (including without limitation any rights to be paid default interest pursuant to clause 8.3 ( Default Interest ) of the Facility Agreement),

in either case had the Facility Agreement not been amended pursuant to and in accordance with this Deed.

5 Representations

As at the date of this Deed and the Effective Date with the reference to the facts and circumstances on each such date, and on the assumption that the amendments and waivers contained herein have become effective, each Obligor on each such relevant date represents and warrants to each Finance Party that:

MOS-#2124626-v2

5

• (a) no Default exists, is continuing or is expected to arise; and

• (b) the Repeating Representations are true and accurate.

6 Conditions Precedent

Each Lender shall notify the Borrower promptly on being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Schedule 1 ( Conditions Precedent ).

7 Miscellaneous

• 7.1 Each Obligor shall, at the request of the Lenders and at its own expense, do all such acts and things necessary to give effect to the terms of this Deed.

• 7.2 Nothing in this Deed shall prejudice any right or remedy of any Finance Party under the Facility Agreement or any other Finance Document.

8 Counterparts

This Deed may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

9 Governing Law

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England.

10 Incorporation of Terms

The provisions of clauses 1.4 ( Third Party Rights ), 33 ( Arbitration ) and 34 ( Waiver of Immunity ) of the Facility Agreement shall apply to this Deed mutatis mutandis except that references in such clauses to "this Agreement" shall be construed as references to this Deed.

This Deed has been executed as a deed, and it has been delivered on the date stated at the beginning of this Deed.

MOS-#2124626-v2

6

Schedule 1

Conditions precedent

1 JSC Prognoz

• (a) A copy of the extract of the Unified state register of legal entities in respect of JSC Prognoz dated no earlier than 30 days prior to the date of this Deed.

• (b) A copy of the resolution of the sole shareholder of JSC Prognoz approving the terms of, and the transactions contemplated by, this Deed.

2 SBR B.V.

• (a) To the extent required under Dutch law and/or the constitutional documents of SBR B.V., a copy of a resolution of an authorised corporate governance body of SBR B.V.:

• (i) approving the terms of, and the transactions contemplated by, this Deed and resolving that it execute, deliver and perform this Deed and consummate the transactions contemplated thereby; and

• (ii) authorising a specified person to execute this Deed on its behalf.

3 SBR Plc

• (a) To the extent required under English law and/or the constitutional documents of SBR Plc, a copy of a resolution of an authorised corporate governance body of SBR Plc:

• (i) approving the terms of, and the transactions contemplated by, this Deed and resolving that it execute, deliver and perform such document and consummate the transactions contemplated thereby; and

• (ii) authorising a specified person to execute this Deed on its behalf.

4 Other documents and evidence

• (a) This Deed duly executed by the parties thereto.

• (b) Any other document or evidence the Lenders may in their sole reasonable discretion deem necessary.

MOS-#2124626-v2

7

“ Anna Fedorovo ”

Anna Fedorovo General Manager

“ Vadim Ilchuk ”

Vadim Ilchuk Director

“ Vadim Ilchuk ”

Vadim Ilchuk Director

“ Christina Theodosiadou ”

Christina Theodosiadou Director

“ Evi Parageorgiou ”

Evi Parageorgiou Director

“ Christina Theodosiadou ”

Christina Theodosiadou Director