Silver Bear Resources Plc — Capital/Financing Update 2021

Sep 9, 2021

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Contents

Clause

Page

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

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Contact Information Contact Information Contact Information

Effective Date means the date on which each Lender confirms to the Borrower that it has received each of the documents and other evidence listed in Schedule 1 ( Conditions precedent) in form and substance satisfactory to it.

Facility Agreement means the facilities agreement dated 5 September 2016 (as amended and restated on 28 December 2016, on 27 March 2017, on 30 June 2017, on 7 November 2017 and on 18 September 2018) between, among others, the Borrower, SBR B.V., SBR Plc and the Lenders.

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 effect from the Effective Date the definition of “ Interest Rate ” in clause 1.1 ( Definitions ) 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; and

• (c) with effect from 1 January 2019 (inclusive) - nine (9) per cent. per annum.”

• 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.

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• 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

• 3.1 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 Representations

• 4.1 As at the date of this Deed and the Effective Date with the reference to the facts and circumstances on each such date, each Obligor on each such relevant date represents and warrants to each Finance Party that:

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

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

5 Conditions Precedent

• 5.1 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 ).

6 Miscellaneous

• 6.1 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.

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

7 Counterparts

• 7.1 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.

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8 Governing Law

• 8.1 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.

9 Incorporation of Terms

• 9.1 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.

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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.

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.

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“ Anna Fedorova ”

Anna Fedorova General Director

“ Christina Theodosiadou ”

Christina Theodosiadou Director

“ Georgia Kafkalia ”

Georgia Kafkalia Director

“ Christina Theodosiadou ”

Christina Theodosiadou Director