Klondex Mines Ltd. - Exhibit 10.2 - Filed by newsfilecorp.com






NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

Execution Version 

AMENDMENT TO FACILITY AGREEMENT 

EXECUTED by the parties hereto as of the 28th day of October,
2016. 

	AMONG: 	KLONDEX MINES LTD., as Borrower 
	 	 
	  	(the Borrower) 
	 	 
	AND: 	KLONDEX CANADA LTD., 0985472 B.C. LTD,
      KLONDEX HOLDINGS (USA) INC., KLONDEX MIDAS HOLDINGS
      LIMITED, KLONDEX MIDAS OPERATIONS INC. and KLONDEX
  GOLD & SILVER MINING COMPANY, as Guarantors 
	 	 
		(collectively, the Guarantors and
      together with the Borrower, the Obligors, and each a
  Obligor) 
	 	 
	AND: 	INVESTEC BANK PLC, as Lender and Hedge
  Counterparty 
	 	 
	  	(the Lender) 
	 	 
	AND: 	INVESTEC BANK PLC, as Security Agent
  
	 	 
	  	(the Security Agent)



WHEREAS the Obligors, the
Lender and the Security Agent signatory thereto have entered into a Facility
Agreement dated as of March 23, 2016 (including all annexes, exhibits and
schedules thereto, the Facility Agreement); 

AND WHEREAS the parties
wish to increase the amount of the secured revolving facility and amend certain
provisions of the Facility Agreement, as set out below (hereinafter this
Amendment); 

AND WHEREAS pursuant to
the Facility Agreement and the Finance Documents (as defined in the Facility
Agreement), the Guarantors have guaranteed the payment and performance of all
debts, liabilities and other obligations of the Borrower to the Lender; 

AND WHEREAS as a condition
to the Lender entering into this Amendment with the Borrower, the Guarantors
have agreed to, inter alia, acknowledge and confirm the continuing nature
of their guaranteed obligations under the Facility Agreement. 

NOW THEREFORE for good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereby agree as follows: 

Article 1 – INTERPRETATION 

	1.1 	
      All capitalized terms used herein and not otherwise
      defined herein shall have the meanings ascribed to such terms in the
      Facility Agreement (subject to any amendments to such terms
  herein).

	 	 
	1.2 	
      This Amendment constitutes a Finance Document under the
      Facility Agreement.



1 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

Article 2 – AMENDMENTS 

	2.1 	
      As of the Amendment Effective Date (as defined below),
      the Facility Agreement is hereby amended as
follows:




	 	(a) 	
      Section 1.1, the definition of
      “Commitment” is deleted in its entirety and replaced with
  the following:

	 	 	 
	 		
      “Commitment means US$35,000,000, or as amended
      in accordance with clause 2.2 (Amendment to Commitment) and to the extent
      not cancelled, reduced or transferred under this
Agreement.”

	 	 	 
	 	(b) 	
      Section 21.11(b)(vi) is deleted in its entirety and
      replaced with the following:



“arising under: 

	 	(A) 	
      any unsecured debt (excluding any marked-to-market
      trading exposures) not exceeding U.S.$[****];

	 	 	 
	 	(B) 	
      any debt consisting of marked-to-market trading exposures
      in accordance with the terms and conditions specified in Section
21.38(b);”.




	 	(c) 	
      Section 21.38(b)(i) is deleted in its entirety and
      replaced with the following:



“pursuant to a Counterparty
Hedging Agreement, provided that at no time shall the aggregate of all
outstanding Loans and marked-to-market trading exposures of the Obligors owed to
the Finance Parties under this Agreement and the Counterparty Hedging Agreement
exceed $[****];” 

	2.2 	
      As of the Amendment Effective Date, each of the following
      is hereby deleted in their entirety and replaced with the corresponding
      numbered Schedules attached hereto as Exhibit
A:




	 	(a) 	
      Schedule 2 Requests;

	 	 	 
	 	(b) 	
      Schedule 3 Form of Transfer Certificate;

	 	 	 
	 	(c) 	
      Schedule 4 Form of Assignment Agreement;

	 	 	 
	 	(d) 	
      Schedule 5 Form of Amendment Confirmation; and

	 	 	 
	 	(e) 	
      Schedule 6 Form of Compliance
  Certificate.



Article 3 – ACKNOWLEDGMENT AND CONFIRMATION 

	3.1 	
      The Guarantors acknowledge and consent to such amendments
      to the Facility Agreement as are set forth herein.

	 	 
	3.2 	
      The Guarantors hereby confirm that the guaranteed
      obligations as described in Section 17 of the Facility Agreement (the
      Guaranteed Obligations) and each of the other Finance Documents
      executed by it,




	 	(a) 	
      continue to be valid and enforceable against it in
      accordance with their respective terms; and



2 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

	 	(b) 	
      continue to guarantee or secure, as applicable, all of
      the debts, liabilities and obligations of each Obligor whether arising
      pursuant to the Facility Agreement as amended by this Amendment or
      otherwise.




	3.3 	
      For greater certainty, and without limiting the scope of
      Article 4 below, the Guarantors acknowledge, confirm and agree as
      follows:




	 	(a) 	
      it is bound by and liable to perform all of its
      covenants, agreements and obligations under the Finance Documents to which
      it is a party;

	 	 	 
	 	(b) 	
      neither the other Finance Documents to which it is a
      party nor any Security granted thereunder has been or will be terminated,
      released, discharged or otherwise affected by the Amendment; and

	 	 	 
	 	(c) 	
      the Finance Documents to which it is a party remain in
      full force and effect, unamended (except as contemplated in this
      Amendment) as of the Amendment Effective Date and the Transaction Security
      created thereby remain valid and duly
perfected.




	3.4 	
      The Lender, the Security Agent and the Obligors
      acknowledge and agree that should the amount of the Facility Obligations
      exceed US$[****] as a result of an increase in Hedge Obligations
      (as defined in the Intercreditor Agreement) (any such excess indebtedness,
      “Additional Exposure”), the Security of the Finance
      Parties (as defined in the Intercreditor Agreement) shall, to the extent
      of such Additional Exposure, rank junior and subordinate and the
      Additional Disclosure shall be postponed and subordinated in right of
      payment until repayment in full of all Gold Delivery Obligations (as
defined in the Intercreditor Agreement).



Article 4 – CONDITIONS TO EFFECTIVENESS 

	4.1 	
      This Amendment shall become effective upon satisfaction
      of the following conditions precedent (the date of satisfaction of all
      such conditions being referred to herein as the Amendment Effective
      Date):




	 	(a) 	
      the Obligors delivering to the Lender an electronic or
      facsimile executed copy (with subsequent delivery of originally executed
      copies) of this Amendment;

	 	 	 
	 	(b) 	
      the Obligors delivering to the Lender an electronic or
      facsimile executed copy (with subsequent delivery of originally executed
      copies) of a certificate, in form and substance satisfactory to the
      Lender, from a knowledgeable senior officer of each Obligor certifying in
      such person’s official capacity (and not in an individual capacity and
      without personal liability) that, inter alia, immediately after,
      the Amendment Effective Date, (i) no Default or Event of Default has
      occurred and is continuing, (ii) the representations and warranties in the
      Finance Documents are true and correct in all respects, except to the
      extent such representations and warranties specifically refer to an
      earlier date, in which case, they shall be true and correct in all
      respects as of such earlier date, and (iii) the Obligors on a consolidated
      basis are in pro forma compliance with the financial covenants set forth
      in Section 20 of the Facility Agreement (with calculations attached
      thereto);

	 	 	 
	 	(c) 	
      the Obligors delivering to the Lender an electronic or
      facsimile executed copy (with subsequent delivery of two originally
      executed copies) of a bring down officer’s certificate from each Obligor,
      in form and substance, and on terms and conditions, satisfactory to the
      Lender, and confirming certain matters of fact, to which are attached true
      and complete copies of their respective certified constitutive documents,
      operating agreements, certificates of incumbency (or satisfactory
confirmation that no changes have been made to such instruments since the most
recent delivery of such instruments to the Lender) and resolutions adopted on or
prior to the Amendment Effective Date and approving the terms hereof; 



3 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

	 	(d) 	
      the Borrower delivering to the Security Agent updated
      UCC, PPSA and other searches and other evidence reasonably satisfactory to
      the Security Agent that the Transaction Security is the only Security over
      any of its assets, except Permitted Security;

	 	 	 
	 	(e) 	
      the Obligors delivering to the Lender a certificate of
      status or good standing (or other equivalent) for the jurisdiction of
      incorporation of each Obligor;

	 	 	 
	 	(f) 	
      the Obligors delivering to the Lender an electronic or
      facsimile executed copy (with subsequent delivery of originally executed
      copies) of a customary legal written opinion of Bennett Jones
  LLP;

	 	 	 
	 	(g) 	
      the Lender shall have received executed copies of the
      documents and copies of all other deliverables set forth in this Amendment
      and Exhibit B;

	 	 	 
	 	(h) 	
      within 10 Business Days of the date hereof the Lender
      shall have received an executed copy of a Utilization Request in an amount
      sufficient to repay the Shoreline Promissory Note and within 7 Business
      Days of the date hereof copies of all other deliverables set forth in Part
      1 - Exhibit C and within 30 Business Days of the date hereof copies of all
      other deliverables set forth in Part 2 - Exhibit C ;

	 	 	 
	 	(i) 	
      no event shall have occurred or circumstance exist that
      has, or could reasonably be expected to have, a Material Adverse Effect;
      and

	 	 	 
	 	(j) 	
      the Borrowers and each other Obligor paying all accrued
      and unpaid fees and expenses of the Lender (including, without limitation,
      the fees and expenses of counsel and the fees set out in the Fee Letter)
      in connection with the negotiation, preparation and execution of this
      Amendment and the consummation of the transactions contemplated
    hereby.



Article 5 - REPRESENTATIONS AND WARRANTIES 

	5.1 	
      Each Obligor warrants and represents to the Lender that
      the following statements are true, correct and
complete:




	 	(a) 	
      Authorization, Validity, and Enforceability of this
      Amendment. Each Obligor has the corporate power and authority to
      execute and deliver this Amendment and to perform the Facility Agreement.
      Each Obligor has taken all necessary corporate action (including, without
      limitation, obtaining approval of its shareholders if necessary) to
      authorize its execution and delivery of this Amendment and the performance
      of the Facility Agreement. This Amendment has been duly executed and
      delivered by each Obligor and this Amendment and the Facility Agreement
      constitute the legal, valid and binding obligations of each Obligor,
      enforceable against each of them in accordance with their respective terms
      without defence, compensation, setoff or counterclaim. Each Obligor’s
      execution and delivery of this Amendment and the performance by each
      Obligor of the Facility Agreement do not and will not conflict with, or
      constitute a violation or breach of, or constitute a default under, or
      result in the creation or imposition of any Security upon the property of
      any Obligor by reason of the terms of (a) any Security to which
  any Obligor is a party or which is binding on any of them, (b) any
Applicable Law, or (c) the certificate or articles of incorporation or
amalgamation or association or bylaws or memorandum of association or articles
of association of any Obligor. 



4 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

	 	(b) 	
      Governmental Authorization. No approval, consent,
      exemption, authorization, or other action by, or notice to, or filing
      with, any governmental authority or other person is necessary or required
      in connection with the execution, delivery or performance by, or
      enforcement against any Obligor of this Amendment or the Facility
      Agreement except for such as have been obtained or made and filings
      required in order to perfect and render enforceable the Transaction
      Security.

	 	 	 
	 	(c) 	
      Incorporation of Representations and Warranties From
      Facility Agreement. The representations and warranties contained in
      the Facility Agreement and the other Finance Documents are and will be
      true, correct and complete in all material respects on and as of the
      Amendment Effective Date to the same extent as though made on and as of
      that date, except to the extent such representations and warranties
      specifically relate to an earlier date, in which case they were true,
      correct and complete in all material respects on and as of such earlier
      date.

	 	 	 
	 	(d) 	
      Absence of Default. No event has occurred and is
      continuing or will result from the consummation of the transactions
      contemplated by this Amendment that would constitute a Default or an Event
      of Default.

	 	 	 
	 	(e) 	
      Security. All Transaction Security delivered to or
      for the benefit of the Security Agent on behalf of the Lender, pursuant to
      the Facility Agreement and the other Finance Documents, remains in full
      force and effect and secures all obligations of the Obligors purported to
      be secured thereby, including under the Facility Agreement and the other
      Finance Documents.



Article 6 – MISCELLANEOUS 

	6.1 	
      Forthwith following the completion of any acquisition of
      the Hollister Mine and/or the Esmeralda Mine, Klondex Holdings (USA) Inc.
      undertakes to take any steps required to grant to the Security Agent a
      security interest in any equity interests or any assets acquired in
      connection with such acquisitions.

	 	 
	6.2 	
      Each of the Obligors (i) reaffirms its obligations under
      the Facility Agreement and the other Finance Documents to which it is a
      party, and (ii) agrees that the Facility Agreement and the other Finance
      Documents to which it is a party remain in full force and effect, except
      as amended hereby, and are hereby ratified and confirmed.

	 	 
	6.3 	
      Each of the Obligors hereby (i) consents to and approves
      the execution and delivery of this Amendment, (ii) agrees that this
      Amendment does not and shall not limit or diminish in any manner the
      obligations of such Obligor under any guarantee granted by it in favour of
      the Lender (the Guarantee) and that such obligations would not be
      limited or diminished in any manner even if such Obligor had not executed
      this Amendment, (iii) agrees that this Amendment shall not be construed as
      requiring the consent of such Obligor in any other circumstance, (iv)
      reaffirms each of its obligations under the Guarantee and the other
      Finance Documents to which it is a party, and (v) agrees that the
      Guarantee and the other Finance Documents to which it is a party remain in
      full force and effect and are hereby ratified and confirmed.

	 	 
	6.4 	
      Nothing contained in this Amendment or any other
      communication between the Lender and any other Obligor shall be a waiver of any other present or future
violation, Default or Event of Default under the Facility Agreement or any other
Finance Document (collectively, Violations). Similarly, nothing contained
in this Amendment shall directly or indirectly in any way whatsoever either: (i)
impair, prejudice or otherwise adversely affect the Lender’s right at any time
to exercise any right, privilege or remedy in connection with the Facility
Agreement or any other Finance Document with respect to any Violations
(including, without limiting the generality of the foregoing, in respect of the
non-conformity to any representation, warranty or covenant contained in any
Finance Document), (ii) except as specifically provided in Article II hereof,
amend or alter any provision of the Facility Agreement or any other Finance
Document or any other contract or instrument, or (iii) constitute any course of
dealing or other basis for altering any obligation of any of the Obligors under
the Finance Documents or any right, privilege or remedy of the Lender under the
Facility Agreement or any other Finance Document or any other contract or
instrument with respect to Violations. Nothing in this Amendment shall be
construed to be a consent by the Lender to any Violations. 



5 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

	6.5 	
      Save as expressly set forth in this Amendment, all other
      terms and conditions of the Facility Agreement remain in full force and
      effect. All other Finance Documents remain in full force and
  effect.

	 	 
	6.6 	
      Except to the limited extent set forth herein, no
      additional amendment in respect of any other term, condition, covenant,
      agreement or any other aspect of the Facility Agreement is intended or
      implied.

	 	 
	6.7 	
      The Obligors, shall from time to time, do all acts and
      things and execute and deliver all agreements as the Lender may reasonably
      require for enabling the Lender to obtain the full benefits of this
      acknowledgement and confirmation.

	 	 
	6.8 	
      This Amendment shall be interpreted and the rights and
      liabilities of the parties hereto shall be determined in accordance with
      the laws of the Province of British Columbia and the federal laws of
      Canada applicable therein.

	 	 
	6.9 	
      This Amendment may be executed in original, facsimile
      and/or other electronic means counterparts and all such counterparts taken
      together shall be deemed to constitute one and the same
  instrument.



[signature pages follow] 

6 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

The parties have executed this Amendment as of the date first
above written. 

BORROWER: 


	KLONDEX MINES LTD. 
	  	  
	Per: 	/s/
    “Paul Huet” 
	  	Name: Paul Huet 
	  	Title: President, CEO and director
  







NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

GUARANTORS: 


	KLONDEX CANADA LTD. 
	  	  
	Per: 	/s/
    “Paul Huet” 
	  	Name: 
	  	Title: 
	  	  
	 	 
	0985472 B.C. LTD 
	  	  
	Per: 	/s/
    “Paul Huet” 
	  	Name: Paul Huet 
	  	Title: President and director 
	  	  
	 	 
	KLONDEX HOLDINGS (USA) INC. 
	  	  
	Per: 	/s/
    “Paul Huet” 
	  	Name: Paul Huet 
	  	Title: President and director 
	  	  
	 	 
	KLONDEX MIDAS HOLDINGS LIMITED 
	  	  
	Per: 	/s/
    “Paul Huet” 
	  	Name: Paul Huet 
	  	Title: President and director 
	  	  
	 	 
	KLONDEX MIDAS OPERATIONS INC. 
	  	  
	Per: 	/s/
    “Paul Huet” 
	  	Name: Paul Huet 
	  	Title: President and director 
	  	  
	 	 
	KLONDEX GOLD & SILVER MINING COMPANY
    
	  	  
	Per: 	/s/
    “Paul Huet” 
	  	Name: Paul Huet 
	  	Title: President and director








NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

FINANCE PARTIES: 


	INVESTEC BANK PLC, 
	as Lender and Hedge Counterparty 
	  	  
	Per: 	/s/
    “Oliver Tagg” 
		 Name: Oliver
    Tagg  
	  	Title: Authorized Signatory 
	  	  
	 	 
	Per: 	/s/
    “Charles Stott” 
		 Name: Charles
    Stott  
	  	Title: Authorized Signatory 
	  	  
	 	 
	INVESTEC BANK PLC, 
	as Security Agent 
	  	  
	Per: 	/s/
    “Oliver Tagg” 
		 Name: Oliver
    Tagg  
	  	Title: Authorized Signatory 
	  	  
	 	 
	Per: 	/s/
    “Anthony Rowe” 
	  	Name: Anthony Rowe 
	  	Title: Authorized Signatory








NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

EXHIBIT A 

See attached. 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

Schedule 2 
Requests 

Part I 
Utilization Request 

	From: 	Klondex Mines Ltd 
	 	 
	To: 	[Lender] 


Dated: 

Dear Sirs 

Klondex Mines Ltd – Up to US$35,000,000 Secured Revolving
Facility dated [      ] 2016 
(the Agreement) 

	1 	
      We refer to the Agreement. This is a Utilization Request.
      Terms defined in the Agreement have the same meaning in this Utilization
      Request unless given a different meaning in this Utilization
    Request.

	 	 
	2 	
      We wish to borrow a Loan on the following
  terms:




		Proposed Utilization Date: 	[   ] (or, if that is not a Business
      Day, the next Business Day) 
	 	 	 
	 	Currency of Loan: 	[   ] 
	 	 	 
	 	Amount: 	[   ] or, if less, the Available
      Commitment 
	 	 	 
	 	Interest Period: 	[         ] 



	3 	
      We confirm that each condition specified in clause 4.2
      (Further conditions precedent) is satisfied on the date of this
      Utilization Request.

	 	 
	4 	
      [This Loan is to be made in [whole]/[part] for the
      purpose of refinancing [identify maturing Loan.] [The proceeds of
      this Loan should be credited to [account].]

	 	 
	5 	
      This Utilization Request is
irrevocable.



Yours faithfully 

_________________________

authorised signatory for 

Klondex Mines Ltd 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

Part II 
Extension Request 

	From: 	Klondex Mines Ltd 
	 	 
	To: 	[Lender] 


Dated: 

Dear Sirs 

Klondex Mines Ltd – Up to US$35,000,000 Secured Revolving
Facility dated [                 ] 2016 
(the Agreement) 

	1 	
      We refer to the Agreement. This is an Extension Request.
      Terms defined in the Agreement have the same meaning in this Extension
      Request unless given a different meaning in this Extension
  Request.

	 	 
	2 	
      We hereby request pursuant to clause 6.2 (Extension
      option) to extend the Original Final by a further 12 month period to
      ______________.

	 	 
	3 	
      We confirm that no Default is continuing or would result
      from this Extension Request.

	 	 
	4 	
      This Extension Request is
irrevocable.



Yours faithfully 

_________________________

authorised signatory for 

Klondex Mines Ltd 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

Part III 
Amendment Request 

	From: 	Klondex Mines Ltd 
	 	 
	To: 	[Lender] 


Dated: 

Dear Sirs 

Klondex Mines Ltd – Up to US$35,000,000 Secured Revolving
Facility dated [                     ] 2016 
(the Agreement) 

	1 	
      We refer to the Agreement. This is an Amendment Request.
      Terms defined in the Agreement have the same meaning in this Amendment
      Request unless given a different meaning in this Amendment
  Request.

	 	 
	2 	
      We hereby request pursuant to clause 2.2(a) (Amendment
      to Commitment) that the Commitment be amended to US$[ ].

	 	 
	3 	
      We confirm that no Default is continuing or would result
      from this Amendment Request.

	 	 
	4 	
      This Amendment Request is
irrevocable.



Yours faithfully 

_________________________

authorised signatory for 

Klondex Mines Ltd 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

Schedule 3 
Form of Transfer Certificate 

	To: 	Investec Bank PLC 
	 	 
	From: 	[The New Lender] (the New Lender)
  


Dated: 

Klondex Mines Ltd – Up to US$35,000,000 Secured Revolving
Facility dated [                     ] 2016 
(the Agreement) 

	1 	
      We refer to the Facility Agreement and to the
      Intercreditor Agreement (as defined in the Facility Agreement). This
      agreement (the Agreement) shall take effect as a Transfer Certificate for
      the purpose of the Facility Agreement. Terms defined in the Facility
      Agreement have the same meaning in this Agreement unless given a different
      meaning in this Agreement.

	 	 
	2 	
      We refer to clause 23.4 (Procedure for
      transfer):




	 	(a) 	
      The Existing Lender and the New Lender agree to the
      Existing Lender transferring to the New Lender by novation, and in
      accordance with clause 23.4 (Procedure for transfer), all of the
      Existing Lender's rights and obligations under the Agreement and the other
      Finance Documents which relate to that portion of the Existing Lender's
      Commitment and participations in Loans under the Agreement as specified in
      the Schedule.

	 	 	 
	 	(b) 	
      The proposed Transfer Date is [ ].

	 	 	 
	 	(c) 	
      The Facility Office and address, fax number and attention
      details for notices of the New Lender for the purposes of clause 28.2
      (Addresses) are set out in the
Schedule.




	3 	
      The New Lender expressly acknowledges the limitations on
      the Existing Lender's obligations set out in paragraph (c) of clause 23.3
      (Limitation of responsibility of Existing Lender).

	 	 
	4 	
      This Transfer Certificate 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 Transfer Certificate.

	 	 
	5 	
      This Transfer Certificate and any non-contractual
      obligations arising out of or in connection with it are governed by laws
      of the Province of British Columbia, and the federal laws of Canada as
      applicable therein.

	 	 
	6 	
      This Transfer Certificate has been entered into on the
      date stated at the beginning of this Transfer
  Certificate.







NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

THE SCHEDULE 

Commitment/rights and obligations to be transferred 

[insert relevant details] 
[Facility Office
address, fax number and attention details for notices and account details for
payments,] 

	[Existing Lender] 	[New Lender] 
	 	 
	By: 	By: 


This Agreement is accepted as a Transfer Certificate for the
purposes of the Facility Agreement by the Lender, the Security Agent, and the
Transfer Date is confirmed as [   ]. 

By: 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

Schedule 4 
Form of Assignment Agreement 

	From: 	[the New Lender] (the New Lender) 
	 	 
	To: 	   [the Existing Lender] (the
      Existing Lender) 


Dated: 

Klondex Mines Ltd – Up to US$35,000,000 Secured Revolving
Facility dated [                          ] 2016 
(the Agreement) 

	1 	
      We refer to the Facility Agreement and to the
      Intercreditor Agreement (as defined in the Facility Agreement). This is an
      Assignment Agreement. This agreement (the Agreement) shall take effect as
      an Assignment Agreement for the purpose of the Facility Agreement and as a
      Creditor/Creditor Representative Accession Undertaking for the purposes of
      the Intercreditor Agreement (and as defined in the Intercreditor
      Agreement). Terms defined in the Facility Agreement have the same meaning
      in this Agreement unless given a different meaning in this
    Agreement.

	 	 
	2 	
      We refer to clause 23.5 (Procedure for
      assignment):




	 	(a) 	
      The Existing Lender assigns absolutely to the New Lender
      all the rights of the Existing Lender under the Agreement and the other
      Finance Documents and in respect of the Transaction Security which relate
      to that portion of the Existing Lender's Commitment and participations in
      Loans under the Agreement as specified in the Schedule.

	 	 	 
	 	(b) 	
      The Existing Lender is released from all the obligations
      of the Existing Lender which correspond to that portion of the Existing
      Lender's Commitment and participations in Loans under the Agreement
      specified in the Schedule.

	 	 	 
	 	(c) 	
      The New Lender becomes a Party as the Lender and is bound
      by obligations equivalent to those from which the Existing Lender is
      released under paragraph (b) above.




	3 	
      The proposed Transfer Date is [   ].

	 	 
	4 	
      On the Transfer Date the New Lender becomes Party to the
      Finance Documents as the Lender.

	 	 
	5 	
      The Facility Office and address, fax number and attention
      details for notices of the New Lender for the purposes of clause 28.2
      (Addresses) are set out in the Schedule.

	 	 
	6 	
      The New Lender expressly acknowledges the limitations on
      the Existing Lender's obligations set out in paragraph (c) of clause 23.3
      (Limitation of responsibility of Existing Lender).

	 	 
	7 	
      This Assignment Agreement acts as notice to the Lender
      (on behalf of each Finance Party) and, upon delivery in accordance with
      clause 23.6 (Copy of Transfer Certificate, Assignment Agreement or
      Amendment Confirmation to Borrower), to the Company (on behalf of each
      Obligor) of the assignment referred to in this Assignment
  Agreement.

	 	 
	8 	
      This Assignment Agreement 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 Assignment
  Agreement.







NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

	9 	
      This Assignment Agreement and any non-contractual
      obligations arising out of or in connection with it are governed by laws
      of the Province of British Columbia, and the federal laws of Canada as
      applicable therein.

	 	 
	10 	
      This Assignment Agreement has been entered into on the
      date stated at the beginning of this Assignment
  Agreement.







NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

THE SCHEDULE 

Rights to be assigned and obligations to be released and
undertaken 

[insert relevant details] 

[Facility office address, fax number and attention details for
notices and account details for payments] 

	[Existing Lender] 	[New Lender] 
	 	 
	By: 	By: 


This Agreement is accepted as an Assignment Agreement for the
purposes of the Facility Agreement by the Lender, the Security Agent, and the
Transfer Date is confirmed as [   ]. 

Signature of this Assignment Agreement by the Lender
constitutes confirmation by the Lender of receipt of notice of the assignment
referred to herein, which notice the Lender receives on behalf of each Finance
Party. 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

Schedule 5 
Form of Amendment Confirmation 

	To: 	[Lender] and [Security Agent] 
	 	 
	From: 	[   ] as Borrower, for and on behalf
      of each Obligor 


Dated: 

Klondex Mines Ltd – Up to US$35,000,000 Secured Revolving
Facility dated [                     ] 2016 
(the Agreement) 

	1 	
      We refer to the Facility Agreement. This agreement (the
      Agreement) shall take effect as an Amendment Confirmation for the purpose
      of the Facility Agreement. Terms defined in the Facility Agreement have
      the same meaning in this Agreement unless given a different meaning in
      this Agreement. 

	  	
      

	2 	
      We refer to [clause 2.2 (Amendment to Commitment)]
      of the Facility Agreement. 

	  	
      

	3 	
      The proposed date on which the amendment is to take
      effect (the Amendment Date) is [   ].

	  	
      

	4 	
      On the Amendment Date, the Commitment shall be amended to
      be US$[   ]. 

	  	
      

	2 	
      This Agreement 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 Agreement. 

	  	
      

	3 	
      This Agreement and any non-contractual obligations
      arising out of or in connection with it are governed by the laws of the
      Province of British Columbia, and the federal laws of Canada as applicable
      therein. 

	  	
      

	4 	
      This Agreement has been entered into on the date stated
      at the beginning of this Agreement. 







NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

THE SCHEDULE 

Relevant Commitment/rights and obligations to be assumed by the
Increase Lender 

[insert relevant details] 

[Facility office address, fax number and attention details for
notices and account details for payments] 

[Increase Lender] 

By: 

This Agreement is accepted as an Amendment Confirmation for the
purposes of the Facility Agreement by the Lender, the Security Agent and the
Amendment Date is confirmed as [   ]. 

Lender 

By: 

Security Agent 

By: 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

Schedule 6 
Form of Compliance Certificate 

	To: 	[   ] as Lender 
	 	 	 
	From: 	[Company] 


Dated: 

Dear Sirs 

Klondex Mines Ltd – Up to US$35,000,000 Secured Revolving
Facility dated [                     ] 2016 
(the Agreement) 

	1 	
      We refer to the Agreement. This is a Compliance
      Certificate. Terms defined in the Agreement have the same meaning when
      used in this Compliance Certificate unless given a different meaning in
      this Compliance Certificate.

	 	 
	2 	
      We confirm that: [Insert details of covenants to be
      certified]

	 	 
	3 	
      [We confirm that no Default is continuing.]1
      ✶




	Signed:  	_________________________
	 	Director or Chief Financial Officer 
	 	 
	 	of 
	 	 
	 	[Borrower] 


_________________________

1     ✶       If this statement
cannot be made, the certificate should identify any Default that is continuing
and the steps, if any, being taken to remedy it. 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

Exhibit B 

Amendment Fee Letter 

Amendment to the Intercreditor Agreement 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY
“[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST. 

Exhibit C 

Step 1 

Ontario Debenture (ON law) issued by Klondex Canada Ltd. 

Manitoba Debenture (MB law) issued by Klondex Canada Ltd. 

Step 2 

Manitoba opinion of Pitblado LLP addressed to the Lender in
relation to the Manitoba Debenture