Klondex Mines Ltd.: Exhibit 10.3 - Filed by newsfilecorp.com






Execution Version 

AMENDMENT TO FACILITY AGREEMENT AMENDMENT 

EXECUTED by the parties hereto as of the
6th day of March, 2017. 

	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
Obligors, the Lender and the Security Agent signatory thereto have entered into
an Amendment to Facility Agreement dated as of October 28, 2016 (including all
annexes, exhibits and schedules thereto, the Facility Amendment);


AND WHEREAS the
parties hereto wish to further amend certain provisions of the Facility
Amendment, as set out below (hereinafter this Amendment); 

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.



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Article 2 – AMENDMENTS 

	2.1 	
      Section 4.1(h) of the Facility Amendment is deleted In
      its entirety and the remainder of Section 4.1 of the Facility Amendment
      shall be renumbered accordingly.

	 	 
	2.2 	
      The Amendment Effective Date occurred as of December 14,
      2016.

	 	 
	2.3 	
      The following items (each, a “Condition
      Subsequent”) shall be completed subsequent to the Amendment Effective
      Date, each within the specified timeframes, with the failure to achieve
      any of these conditions within the specified timeframe constituting an
      Event of Default:




	 	(a) 	
      by April 14, 2017, the Lender shall have received
      registered copies of all deliverables set forth in Part 1 — Exhibit C of
      the Facility Amendment;

	 	 	 
	 	(b) 	
      within five (5) Business Days of the receipt of the
      deliverables set forth in 2.3(a), the Lender shall have received copies of
      all deliverables set forth in Part 2 — Exhibit C of the Facility
      Amendment.



Article 3 – MISCELLANEOUS 

	3.1 	
      Each of the Obligors (i) reaffirms its obligations under
      the Facility Agreement, the Facility Amendment and the other Finance
      Documents to which it is a party, and(ii) agrees that the Facility
      Agreement, the Facility Amendment 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.

	 	
       

	3.2 	
      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.

	 	
       

	3.3 	
      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 to 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.



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	3.4 	
      Save as expressly set forth in this Amendment, all other
      terms and conditions of the Facility Agreement and Facility Amendment
      remain in full force and effect. All other Finance Documents remain in
      full force and effect.

	 	 
	3.5 	
      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.

	 	 
	3.6 	
      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
      acknowledgment and confirmation,

	 	 
	3.7 	
      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.

	 	 
	3.8 	
      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] 

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Execution Version 

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

BORROWER: 

	 	KLONDEX MINES LTD. 
	 	  	  
	 	  	  
	 	Per: 	/s/
      Barry Dahl 
	 	  	Name:    Barry Dahl 
	 	  	Title:     Chief Financial
      Officer 


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Execution Version 

GUARANTORS: 

	 	KLONDEX CANADA LTD. 
	 	  	  	  
	 	  	  	  
	 	Per: 	/s/ Barry Dahl 
	 	  	Name: 	 Barry Dahl 
	 	  	Title: 	Treasurer and Secretary 
	 	  	  	  
	 	0985472 B.C. LTD 
	 	  	  	  
	 	  	  	  
	 	Per: 	/s/ Barry Dahl 
	 	  	Name: 	 Barry Dahl 
	 	  	Title: 	Treasurer and Secretary 
	 	  	  	  
	 	KLONDEX HOLDINGS (USA) INC.
  
	 	  	  	  
	 	  	  	  
	 	Per: 	/s/ Barry Dahl 
	 	  	Name: 	 Barry Dahl 
	 	  	Title: 	Treasurer 
	 	  	  	  
	 	KLONDEX MIDAS HOLDINGS LIMITED
    
	 	  	  	  
	 	  	  	  
	 	Per: 	/s/ Barry Dahl 
	 	  	Name: 	 Barry Dahl 
	 	  	Title: 	Treasurer 
	 	  	  	  
	 	KLONDEX MIDAS OPERATIONS INC.
    
	 	  	  	  
	 	  	  	  
	 	Per: 	/s/ Barry Dahl 
	 	  	Name: 	 Barry Dahl 
	 	  	Title: 	Treasurer 
	 	  	  	  
	 	  	  	  
	 	KLONDEX GOLD & SILVER
      MINING 
	 	  	COMPANY 
	 	  	  	  
	 	  	  	  
	 	Per: 	/s/ Barry Dahl 
	 	  	Name: 	 Barry Dahl 
	 	  	Title: 	Treasurer 


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FINANCE PARTIES: 

	 	INVESTEC BANK PLC, 
	 	as Lender and Hedge Counterparty
  
	 	  	  
	 	  	  
	 	Per: 	/s/
      Oliver Tagg 
	 	 	
       Name:     Oliver
    Tagg 

	 	  	Title:        Authorised
      Signatory 
	 	  	  
	 	  	  
	 	Per: 	/s/
      Guy Stringer 
	 	
      
	
      Name:     Guy
Stringer 

	 	  	Title:       Authorised
      Signatory 
	 	  	  
	 	  	  
	 	  	  
	 	  	  
	 	INVESTEC BANK PLC, 
	 	as Security Agent 
	 	  	  
	 	  	  
	 	Per: 	/s/
      Steven Cowland 
	 	  	Name:      Steven
      Cowland 
	 	  	Title:        Authorised
      Signatory 
	 	  	  
	 	  	  
	 	Per: 	/s/
      Anthony Rowe 
	 	  	Name:      
      Anthony Rowe 
	 	  	Title:        
      Authorised Signatory 


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