Exhibit 4.10

   

  

   

   

  Pursuant to 17 CFR 229.601(b)(2)(ii), confidential information (indicated by [***]) has been omitted from this exhibit because it is
    both not material and would likely cause competitive harm to the registrant if publicly disclosed.

   

  

  	 	Deed
	 	 
	Poplar Grove Coal Mine	 
	Amending Deed – Term facility agreement	 
	
           

           

        	 
	
          Hartshorne Mining Group, LLC. (as Borrower)

          Paringa Resources Limited (as Parent)

          Each party listed in Schedule 1 (as Guarantors)

          Tribeca Global Resources Credit Pty Ltd (as Agent)

          Global Loan Agency Services Australia Nominees Pty Ltd (as Security Trustee)

        	 


   

  	 	
          ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia

            GPO Box 4227 Sydney NSW 2001 Australia

        	
          T +61 2 9225 5000  F +61 2 9322 4000

            herbertsmithfreehills.com  DX 361 Sydney

        


  

  
    
      
 

  

  

   

  Contents

   

  	 	Table of contents	 
	 	 	 
	 	 	 
	1	Definitions and interpretation	3
	 	1.1	Definitions	3
	 	1.2	Interpretation	3
	 	1.3	Incorporated definitions	3
	 	1.4	Finance Document	3
	 	1.5	Deed components	3
	 	1.6	Agent’s capacity	3
	 	 	 	 
	2	Amendment	3
	 	2.1	Amendment to Facility Agreement	3
	 	2.2	Amendments not to affect validity, rights, obligations	4
	 	2.3	Confirmation	4
	 	2.4	Guarantor acknowledgments	4
	 	 	 	 
	3	Representations and Warranties	4
	 	 	 
	4	General	4
	 	 	 
	 	4.1	Notices	4
	 	4.2	Governing law and jurisdiction	5
	 	4.3	Further action	5
	 	4.4	Costs and expenses	5
	 	4.5	Stamp duty	5
	 	4.6	Counterparts	5
	 	4.7	Attorneys	5
	 	 	 	 
		Schedule 1	 
	 	 	 
	 	Guarantors 	 
	 	 	 
		Schedule 2	 
	 	 	 
		Amendment to Facility Agreement 	 
	 	 	 
		Signing page 	6


   

  Herbert Smith Freehills owns the copyright in this document and using it without permission is strictly prohibited.

  

  

  
    Amending Deed - Term facility agreement              Contents 1

     

  

  

  
    
      
 

  

  

   

  Amending Deed - Term facility agreement

  

   

  	
          Date ►

           

          Between the parties

        	2019
	Borrower	Hartshorne Mining Group, LLC
	Parent	
          Paringa Resources Limited

           

          ABN 44 155 933 010

        
	Guarantors	Each party listed in Schedule 1
	Agent	
          Tribeca Global Resources Credit Pty Ltd

           

          ABN 18 630 267 337

        
	Security Trustee	
          Global Loan Agency Services Australia Nominees Pty Ltd

           

          ACN 608 945 008

        


  	Recitals	
          1    The parties are party to the Facility Agreement.

           

          2    The parties wish to amend the Facility Agreement in the
            manner set out in this deed.

        
	This deed witnesses:	that, for valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:  


  

  

  
    Amending Deed - Term facility agreement              page 2

    

     

  

  
    
      
 

  

  

   

  		1	Definitions and interpretation


   

  		1.1	Definitions


   

  The meanings of the terms used in this document are set out below.

   

  	Term	Meaning
	Effective Date	the date of this deed.
	Facility Agreement	the document entitled ‘Term facility agreement’ dated 24 April 2019 between, among others, the Borrower, the Parent, each Guarantor, the
          Agent and the Security Trustee.


   

  		1.2	Interpretation


   

  Clauses 1.3 (Interpretation), 1.4 (Inclusive expressions), 1.5 (Business Day), 1.9 (Security Trust Deed) and 1.10 (Capacity of Security Trustee)
    of the Facility Agreement apply to this deed as if set out in full in this deed, with any necessary changes, including as if references in those clauses to ‘this agreement’ were to ‘this deed’.

   

  		1.3	Incorporated definitions


   

  A word or phrase, other than one defined in clause 1.1, defined in the Facility Agreement has the same meaning when used in this deed.

   

  		1.4	Finance Document


   

  This deed is a ‘Finance Document’ for the purpose of the Facility Agreement.

   

  		1.5	Deed components


   

  This deed includes any schedule.

   

  		1.6	Agent’s capacity


   

  The Agent enters into this deed in its capacity as agent under the Finance Documents and on behalf of the Original Lenders in accordance with clause 21.7(b) (Variation)
    of the Facility Agreement.

   

  		2	Amendment


   

  		2.1	Amendment to Facility Agreement


   

  		(a)	The Facility Agreement is amended as set out in Schedule 2.


   

  Amending Deed - Term facility agreement              page 3 

  
    
      
 

  

   

  

   

  		(b)	The amendments to the Facility Agreement take effect on and from the Effective Date and any reference to the Facility Agreement (however defined) in any Finance Document (except for this deed) is to be read as referring to the Facility
          Agreement as amended by this deed.


   

  		2.2	Amendments not to affect validity, rights, obligations


   

  		(a)	This deed is intended only to vary the Facility Agreement and not to terminate, discharge, rescind, replace or restate it.


   

  		(b)	The amendments to the Facility Agreement in clause 2.1 do not affect the validity or enforceability of the Facility Agreement or any other Finance Document.


   

  		(c)	Nothing in this deed:


   

  		(1)	prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Facility Agreement or any other Finance Document before the Effective Date; or


   

  		(2)	discharges, releases or otherwise affects any liability or obligation arising under the Facility Agreement or any other Finance Document before the Effective Date.


   

  		2.3	Confirmation


   

  		(a)	On and with effect from the Effective Date, each party is bound by the Facility Agreement as amended by this deed.


   

  		(b)	Each party acknowledges and agrees that this deed is a ‘Finance Document’ as defined in, and for all purposes under, the Facility Agreement.


   

  		2.4	Guarantor acknowledgments


   

  Each Guarantor confirms that its obligations under its Guarantee in the Facility Agreement continue to apply despite the amendments contemplated or effected by this deed.

   

  		3	Representations and Warranties


   

  The Borrower and each Guarantor represents and warrants that each Repeating Representation given by it in the Facility Agreement is true in respect of the facts and
    circumstances subsisting as at the date of this deed.

   

  		4	General


   

  		4.1	Notices


   

  A notice given under this deed must be given in accordance with clause 21.3 (Notices) of the Facility Agreement.

   

  Amending Deed - Term facility agreement              page 4 

  
    
      
 

  

   

  

   

  		4.2	Governing law and jurisdiction


   

  The governing law and dispute resolution provision set forth in clause 21.4 (Governing law and jurisdiction) of the Facility Agreement apply to this deed as if set out
    in full in this deed and as if references in those clauses to ‘this agreement’ were to ‘this deed’.

   

  		4.3	Further action


   

  Each party must do all things and execute all further documents necessary to give full effect to this deed and the transactions contemplated by it.

   

  		4.4	Costs and expenses


   

  The Borrower must pay all reasonable costs and expenses of the Finance Parties in relation to the negotiation, preparation, execution, delivery, stamping and completion of
    this deed.

   

  		4.5	Stamp duty


   

  The Borrower must pay any stamp duty or similar Tax which is payable in connection with the execution or performance of this deed.

   

  		4.6	Counterparts


   

  		(a)	This deed may be executed in any number of counterparts.


   

  		(b)	All counterparts, taken together, constitute one instrument.


   

  		(c)	A party may execute this deed by signing any counterpart.


   

  		4.7	Attorneys


   

  Each of the attorneys executing this deed states that the attorney has no notice of the revocation of the power of attorney appointing that attorney.

   

  Amending Deed - Term facility agreement              page 5 

  
    
      
 

  

   

  

  Signing page

   

  Executed as a deed

   

  	 	Borrower
	 	 
	 	
          Signed sealed and delivered by

          Hartshorne Mining Group, LLC

        	 	
	 	 	 
	sign here ►	/s/ Gregory Swan	 	 
	 	Authorised representative	 	 
	 	 	 	 
	print name	Gregory Swan	 	 


   

  	 	Parent and Guarantor	 	 
	 	 	 	 
	 	
          Signed sealed and delivered by

          Paringa Resources Limited

          by its attorney

        	 	in the presence of
	 	 	 	 
	sign here ►	/s/ Gregory Swan	 sign here ►	/s/ Dylan Browne
	 	Attorney	 	Witness
	 	 	 	 
	print name	Gregory Swan	 print name	Dylan Browne


   

  	 	Guarantor
	 	 
	 	
          Signed sealed and delivered by

          Hartshorne Coal Mining Pty Ltd

          by its attorney

        	 	in the presence of
	 	 	 	 
	sign here ►	/s/ Gregory Swan	 sign here ►	/s/ Dylan Browne
	 	Attorney	 	Witness
	 	 	 	 
	print name	Gregory Swan	 print name	Dylan Browne


   

  
    
      
 

  

  

   

  	 	Guarantor
	 	 
	 	
          Signed sealed and delivered by

          HCM Resources Pty Ltd

          by its attorney

        	 	in the presence of
	 	 	 	 
	sign here ►	/s/ Gregory Swan	 sign here ►	/s/ Dylan Browne
	 	Attorney	 	Witness
	 	 	 	 
	print name	Gregory Swan	 print name	Dylan Browne


   

  	 	Guarantor
	 	 
	 	
          Signed sealed and delivered by

          Hartshorne Holdings, LLC

        	 	
	 	 	 
	sign here ►	/s/ Gregory Swan	 	 
	 	Authorised representative	 	 
	 	 	 	 
	print name	Gregory Swan	 	 


   

  	 	Guarantor
	 	 
	 	
          Signed sealed and delivered by

          Hartshorne Land, LLC

        	 	
	 	 	 
	sign here ►	/s/ Gregory Swan	 	 
	 	Authorised representative	 	 
	 	 	 	 
	print name	Gregory Swan	 	 


   

  	 	Guarantor
	 	 
	 	
          Signed sealed and delivered by

          Hartshorne Mining, LLC

        	 	
	 	 	 
	sign here ►	/s/ Gregory Swan	 	 
	 	Authorised representative	 	 
	 	 	 	 
	print name	Gregory Swan	 	 


   

  
    
      
 

  

   

  

   

  	 	Agent
	 	 
	 	
          Signed sealed and delivered by

          Tribeca Global Resources Credit Pty Ltd

          by

        	 
	 	 	 
	sign here ►	/s/ Margot Branson	 sign here ►	/s/ Haydn Smith
	 	Company Secretary	 	Director
	 	 	 	 
	print name	Margot Branson	 print name	Haydn Smith


   

  
    
      
 

  

   

  

   

  	 	Security Trustee
	 	 
	 	
          Signed sealed and delivered for

          Global Loan Agency Services Australia Nominees Pty Ltd

          by its attorney under power of attorney dated 1 May 2018

        	 	in the presence of
	 	 	 	 
	sign here ►	/s/ Deborah Macdonald	 sign here ►	/s/ Kate White
	 	Attorney	 	Witness
	 	 	 	 
	print name	Deborah Macdonald	 print name	Kate White