EXHIBIT 4.10


 


REDACTED


 


CREDIT AGREEMENT DATED AS 


 


OF DECEMBER 21, 2017


 


Between:


 


CANADIAN ZINC CORPORATION


as Borrower


 


- and -


 


RESOURCE CAPITAL FUND VI L.P. 


as Lender


 




    	 		 



     


    




REDACTED


 


CREDIT AGREEMENT 


 


THIS AGREEMENT made as of the 21st day of December,
2017


 


BETWEEN:


 


CANADIAN ZINC CORPORATION, a corporation organized
and existing under the laws of British Columbia


 


(hereinafter referred to as the “Borrower”)


 


AND:


 


RESOURCE CAPITAL FUND VI L.P.


 


(hereinafter referred to as the “Lender”)


 


WHEREAS the Borrower has requested,
and the Lender has agreed, to establish a U.S. $10,000,000 senior secured bridge credit facility on and subject to the terms and
conditions herein set forth.


 


NOW THEREFORE THIS CREDIT AGREEMENT
WITNESSES that for good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties,
the parties agree as follows:


 


ARTICLE 1


INTERPRETATION


 


Definitions


 


1.1     In
this Agreement, unless there is something in the subject matter or context inconsistent therewith:


 


“Advance” means an advance of the Facility
contemplated herein;


 


“Affiliate” has the meaning given thereto
in the Securities Act;


 


“Agreement”, “this
Agreement”, “hereto”, “hereby”, “hereunder”, “hereof”,
“herein” and similar expressions refer to this credit agreement and not to any particular Article, section,
subsection, paragraph, clause, subdivision or other portion hereof, and include any and every supplemental Agreement; and the expressions
“Article”, “Section”, “subsection” and “paragraph”
followed by a number mean and refer to the specified Article, section, subsection or paragraph of this Agreement;


 


“Amount” or “Amount
Payable” includes the principal amount advanced or deemed to be advanced and any other amount payable hereunder or under
any of the Facility Document;


 


“Applicable Law”
means, at any time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes,
regulations, treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies,
practices and other requirements of any Governmental Authority relating or applicable at such time to such Person, property, transaction,
event or other matter, and also includes any interpretation thereof by any Person having jurisdiction over it or charged with its
administration or interpretation;


 




    	 		 



     


    

 


REDACTED


 


“Applicable Securities Legislation”
means all applicable securities laws of each of the Reporting Jurisdictions and the respective rules and regulations under such
laws together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments,
orders, blanket rulings and other applicable regulatory instruments of the securities regulatory authorities in any of the Reporting
Jurisdictions and such other jurisdictions as may be agreed to between the Borrower and the Lender;


 


“Authorization”
means any consent, order, permit, grant, right, privilege, authorization, approval, registration, filing, resolution, lodgment,
agreement, notarization, certificate, judgment, writ, injunction, award, decree, demand, permission, licence, title, mineral right,
right of occupancy, approval, authority, concession, lease or exemption from, by or with a Government Authority or from any Person
in connection with easements, contractual rights or other related matters;


 


“Budget” means
the cost budget detailing the hard and soft costs associated with the development and construction of the Project and all related
improvements, as approved by the board of directors of the Borrower and by the Lender, and as may be updated from time to time
pursuant to this Agreement;


 


“Business Day”
means any day other than Saturday, Sunday or a statutory holiday when banks are not open in Denver, Colorado or Vancouver, British
Columbia;


 


“Capital Lease”
means, with respect to a Person, a lease or other arrangement in respect of real or personal property that is required to be classified
and accounted for as a capital lease obligation on a balance sheet of the Person in accordance with IFRS;


 


“Capital Lease Obligation”
means, with respect to a Person, the obligation of the Person to pay rent or other amounts under a Capital Lease and for the purposes
of this definition, the amount of such obligation at any date shall be the capitalized amount of such obligation at such date as
determined in accordance with IFRS;


 


“Change of Control”
means the occurrence of any of the following events:


 


		(a)	there is a report filed with any securities commission
or securities regulatory authority in Canada, disclosing that any offeror (as such term is defined in Section 1.1 of Multilateral
Instrument 62-104, a regulation of the Securities Act), other than the Borrower or any Subsidiary of the Borrower, has acquired
beneficial ownership (within the meaning of the Securities Act) of, or the power to exercise control or direction over, or securities
convertible into, any Voting Shares of the Borrower, that together with the offeror’s other securities (as such term is
defined in Section 1.1 of Multilateral Instrument 62-104, a regulation of the Securities Act) in relation to the Voting Shares
of the Borrower, would constitute Voting Shares of the Borrower representing more than 50% of the total voting power attached
to all Voting Shares of the Borrower then outstanding;



 


		(b)	there is consummated any amalgamation, consolidation, statutory
arrangement (involving a business combination) or merger of the Borrower (1) in which the Borrower is not the continuing or surviving
corporation or (2) pursuant to which any Voting Shares of such the Borrower would be reclassified, changed or converted into or
exchanged for cash, securities or other property, other than (in each case) an amalgamation, consolidation, statutory arrangement
or merger of the Borrower in which the holders of the Voting Shares of the Borrower immediately prior to the amalgamation, consolidation,
statutory arrangement or merger have, directly or indirectly, more than 50% of the Voting Shares of the continuing or surviving
corporation immediately after such transaction; or



 




    	 	-2-	 



     


    

 


REDACTED


 


		(c)	any Person or group of Persons shall succeed in having
a sufficient number of its nominees elected as directors of the board of directors of the Borrower such that such nominees, when
added to any existing directors after such election who was a nominee of or is an Affiliate or related Person of such Person or
group of Persons, will constitute a majority of the directors of the board of directors of the Borrower;



 


“Closing Date”
means the date of the first Advance made pursuant to the terms of this Agreement;


 


“Commitment” means
the Advances to be made by the Lender to the Borrower in the principal amount of up to Ten Million U.S. Dollars (U.S. $10,000,000)
in accordance with this Agreement;


 


“Constating Documents”
means (i) with respect to a corporation, its articles of incorporation, amalgamation or continuance, or constitution, or other
similar documents by which it is established under its governing corporate legislation as a corporation, and its by-laws, if any,
and (ii) with respect to any other Person which is an artificial body other than a corporation, the organization and governance
documents of such Person; in each case as amended and supplemented from time to time;


 


“Contingent Liabilities”
means, with respect to a Person, any agreement, undertaking or arrangement by which the Person guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect agreement, contingent or other, to provide funds for payment, to
supply funds to, or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) the obligation, debt or other
liability of any other Person or guarantees the payment of dividends or other distributions upon the shares of any Person. The
amount of any contingent liability will, subject to any limitation contained therein, be deemed to be the outstanding principal
amount (or maximum principal amount, if larger) of the obligation, debt or other liability to which the contingent liability is
related;


 


“Default” means
an Event of Default or any event or circumstance specified in Section 8.1 hereof which would (with the expiry of a grace period,
the giving of notice, the making of any determination or any combination of any of the foregoing) be an Event of Default;


 


“Disclosure Record”
means all information circulars, prospectuses (including preliminary prospectuses), annual information forms, offering memoranda,
financial statements, material change reports and news releases filed by the Borrower with the Exchange and all securities regulatory
authorities in each Reporting Jurisdiction during the 24 months preceding the date hereof;


 


“Environmental Laws”
means all federal, provincial, state, municipal, county, local and other laws, statutes, codes, ordinances, by-laws, rules, regulations,
policies, guidelines, certificates, approvals, permits, consents, directions, standards, judgments, orders and other Authorizations,
as well as common law, civil law and other jurisprudence or authority, in each case, domestic or foreign, having the force of law
at any time relating in whole or in part to any Environmental Matters and any permit, order, direction, certificate, approval,
consent, registration, licence or other Authorization of any kind held or required to be held in connection with any Environmental


Matters;


 




    	 	-3-	 



     


    

 


REDACTED


 


“Environmental Matters”
means:


 


		(a)	any condition or substance, heat, energy, sound, vibration,
radiation or odour that may affect any component of the earth and its surrounding atmosphere or affect human health or any plant,
animal or other living organism; and



 


		(b)	any waste, toxic substance, contaminant or dangerous good
or the deposit, release or discharge of any thereof into any component of the earth and its surrounding atmosphere;



 


“Event of Default” has the meaning attributed
to such term in Section 8.1 hereof;


 


“Exchange” means the Toronto Stock Exchange
and each successor thereto;


 


“Facility” has the meaning attributed
to such term in Section 2.1 hereof;


 


“Facility Documents”
means this Agreement, the Security Documents and all other certificates, instruments, notices and documents delivered or to be
delivered by the Borrower hereunder or thereunder specifically designated as a “Facility Document” by the Borrower
and the Lender, each as amended, modified, supplemented, restated or replaced from time to time;


 


“Facility Indebtedness”
means all present and future debts, liabilities and obligations of the Borrower and the Guarantors to the Lender under and in connection
with this Agreement and all other Facility Documents, including all fees and other money payable or owing from time to time pursuant
to the terms of this Agreement or any of the Facility Documents;


 


“Financial Instrument Obligations”
means, with respect to any Person, obligations arising under:


 


		(a)	interest rate swap agreements, forward rate agreements,
floor, cap or collar agreements, futures or options, insurance or other similar agreements or arrangements, or any combination
thereof, entered into or guaranteed by the Person where the subject matter thereof is interest rates or the price, value or amount
payable thereunder is dependent or based upon interest rates or fluctuations in interest rates in effect from time to time (but
excluding non-speculative conventional floating rate indebtedness);



 


		(b)	currency swap agreements, cross-currency agreements, forward
agreements, floor, cap or collar agreements, futures or options, insurance or other similar agreements or arrangements, or any
combination thereof, entered into or guaranteed by the Person where the subject matter thereof is currency exchange rates or the
price, value or amount payable thereunder is dependent or based upon currency exchange rates or fluctuations in currency exchange
rates in effect from time to time; and



 


		(c)	any agreement for the making or taking of any commodity
(including gold, coal, natural gas, oil and electricity), swap agreement, floor, cap or collar agreement or commodity future or
option or other similar agreement or arrangement, or any combination thereof, entered into or guaranteed by the Person where the
subject matter thereof is any commodity or the price, value or amount payable thereunder is dependent or based upon the price
or fluctuations in the price of any commodity;



 




    	 	-4-	 



     


    

 


REDACTED


 


or any other similar transaction,
including any option to enter into any of the foregoing, or any combination of the foregoing, in each case to the extent of the
net amount due or accruing due by the Person under the obligations determined by marking the obligations to market in accordance
with their terms;


 


“Governmental Authority”
means each national, state, provincial, county, municipal or other such governmental or public authority, including their authorized
administrative bodies, courts, tribunals, commissions and agents, which have legal jurisdiction over a Person or a matter relevant
to this Agreement;


 


“Hazardous Materials”
has the meaning attributed to such term in Section 6.1(aa) hereof;


 


“IFRS”
means international financial reporting standards, approved by the International Accounting Standards Board or any successor thereto
(“IASB”), as at the date on which any calculation or determination is required to be made, provided that, in
accordance with such international financial reporting standards, where the IASB includes a recommendation concerning the treatment
of any accounting matter, such recommendation shall be regarded as the only international financing reporting standard;


 


“Indebtedness”
means, with respect to a Person, without duplication:


 


		(a)	all obligations of the Person for borrowed money, including
debentures, notes or similar instruments and other financial instruments and obligations with respect to bankers’ acceptances
and contingent reimbursement obligations relating to letters of credit;



 


		(b)	all Financial Instrument Obligations of the Person;



 


		(c)	all Capital Lease Obligations and other indebtedness issued,
incurred or assumed to finance all or part of the cost of acquiring any asset of the Person;



 


		(d)	all obligations to pay the deferred and unpaid purchase
price of property or services, which purchase price is due and payable more than six months after the date of placing such property
or service or taking delivery at the completion of such services;



 


		(e)	all indebtedness of any other Person secured by a Security
Interest on any asset of the Person;






 


		(f)	all obligations to repurchase, redeem or repay any common
shares or any other shares of the Person that fall prior to the Maturity Date; and



 


		(g)	all Contingent Liabilities of the Person with respect to
obligations of another Person if such obligations are of the type referred to in paragraphs (a) to (f) above;



 


“Indemnified Parties”
has the meaning attributed to such term in Section 10.1 hereof;


 


“Investor Agreement”
means the investor agreement dated on or about the date of this Agreement between the Borrower and the Lender in connection with
certain corporate oversight rights of the Lender and certain rights of first refusal of the Lender on potential financings of the
Borrower;


 




    	 	-5-	 



     


    

 


REDACTED


 


“Material Adverse Effect”
means, when used with reference to any event or circumstance, any event or circumstance which has had, or could reasonably be expected
to have, a material adverse effect on:


 


		(a)	the business, operations, prospects, operations, assets,
liabilities or condition (financial or otherwise) of the Borrower;



 


		(b)	the ability of the Borrower to perform its obligations
when due under this Agreement or any of the other Facility Documents or the Investor Agreement;



 


		(c)	the validity or enforceability of this Agreement
or any other Facility Document or the Investor Agreement; or






 


		(d)	the priority or ranking of any Security Interest granted
pursuant to the Security Documents or any of the rights or remedies of the Lender thereunder or under any other Facility
Document;



 





“Material Contract”
means any contract to which the Borrower is a party which contains terms and conditions which, if amended or upon breach, termination,
non-renewal or non-performance thereof, could reasonably be expected to have a Material Adverse Effect or a Project Material Adverse
Effect, and any contract that relates to the construction, implementation, development, acquisition, expansion or processing of
the Project;







 


“Maturity Date”
means the later of January 31, 2019 and the date falling on the first anniversary of the Closing Date;


 


“OFAC” means The
Office of Foreign Assets Control of the U.S. Department of the Treasury;


 


“Obligations”
means, without duplication, with respect to a Person, all items which, in accordance with IFRS, would be included as liabilities
on the liability side of the balance sheet of the Person and all Contingent Liabilities of the Person;


 


“Patriot Act” means
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October


26, 2001));


 


“Permitted Disposal” means any sale,
lease, license, transfer or other disposal:


 


		(a)	of assets made in the ordinary course of business;



 


		(b)	of obsolete or redundant vehicles, plant and equipment
for cash;



 


		(c)	of assets made with the prior written consent of the Lender;



 


		(d)	of fixed assets where the proceeds of disposal are used
to purchase replacement assets comparable or superior as to type, value and quality;



 


		(e)	of
assets (other than shares) for cash where the net consideration receivable (when aggregated with the net consideration receivable
for any other sale, lease, license, transfer or disposal not allowed under paragraphs (a) to (d) above) does not exceed Cdn. XXXXXXX1; (or the equivalent amount in any other currency) in any calendar year; or



 





 






1 Deleted
specific amounts deemed commercially sensitive and private and confidential.


 




    	 	-6-	 



     


    




REDACTED


 


		(f)	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

                                                                                                                                                                                 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX2;









 


“Permitted Encumbrances” means with
respect to the Borrower:


 


		(a)	any Security Interest granted pursuant to the Security
Documents;



 


		(b)	any Security Interest or deposit under workers’ compensation,
social security or similar legislation or in connection with bids, tenders, leases or contracts or to secure related public or
statutory obligations, surety and appeal bonds where required by law;



 


		(c)	any Security Interest imposed pursuant to statute such
as builders’, mechanics’, materialman’s, carriers’, warehousemen’s and landlords’ liens and
privileges, in each case, which relate to obligations not yet due or delinquent or, if due or delinquent, which the Borrower is
contesting in good faith if such contest will involve no material risk of loss of any material part of the property of the Borrower;



 


		(d)	any Security Interest for Taxes, assessments, unpaid wages
or governmental charges or levies for the then current year, or not at the time due and delinquent or the validity of which is
being contested at the time in good faith;



 


		(e)	any right reserved to or vested in any Governmental Authority
by the terms of any lease, licence, franchise, grant, claim or permit held or acquired by the Borrower, or by any statutory provision,
to terminate the lease, licence, franchise, grant, claim or permit or to purchase assets used in connection therewith or to require
annual or other periodic payments as a condition of the continuance thereof;



 


		(f)	any
                                         Security Interest created or assumed by the Borrower arising in the ordinary course of
                                         business and for amounts not overdue or for amounts contested in good faith and in appropriate
                                         proceedings and for which the Borrower has established adequate reserves (including purchase-money
                                         liens and retention of title arrangements in favour of suppliers), up to a maximum of
                                         Cdn. XXXXXX3 (or the equivalent amount
                                         in any other currency) in the aggregate;



 


		(g)	any Security Interest created or assumed by the Borrower
in favour of a public utility or Governmental Authority (whether directly or indirectly) when required by the utility or Governmental
Authority in connection with the operations of the Borrower that do not in the aggregate materially detract from the value of
any of the Secured Assets or materially impair their use in the operation of the business of the Borrower;



 


		(h)	any reservations, limitations, provisos and conditions
expressed in original grants from any Governmental Authority;



 


		(i)	any applicable municipal and other Governmental Authority
restrictions affecting the use of land or the nature of any structures which may be erected thereon, any minor encumbrance, such
as easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by other Persons, rights-of-way
for sewers, electric lines, telegraph and telephone lines, oil and natural gas pipelines and other similar purposes, or zoning
or other restrictions applicable to the use of real property by the Borrower, or title defects, encroachments or irregularities,
that do not in the aggregate materially detract from the value of the property or materially impair its use in the operation of
the business of the Borrower;



 


 






2
Deleted specific details deemed commercially sensitive and
private and confidential.


3
Deleted specific amounts deemed commercially sensitive and
private and confidential.



 




    	 	-7-	 



     


    




REDACTED


 


		(j)	customary
                                         Security Interests in respect of service charges and related obligations in respect of
                                         bank, custodian, investment, customs and other accounts opened in the ordinary course
                                         of business, up to a maximum of Cdn. XXXXXX4 (or
                                         the equivalent amount in any other currency) in the aggregate; and



 


		(k)	any Security Interest that secures Permitted Indebtedness
referred to under subsections (h), (i) and (j) of that definition, provided that, in each case, such Security Interest is, in
conjunction with the related Permitted Indebtedness, subject to postponement, subordination and priority terms acceptable to the
Lender, in its sole discretion (but acting reasonably);



 


“Permitted Indebtedness” means:


 


		(a)	Indebtedness under this Agreement;



 


		(b)	Indebtedness comprised of amounts owed to trade creditors
and accruals in the ordinary course of business, which are either not overdue or, if disputed and in that case whether or not
overdue, are being contested in good faith by the Borrower by appropriate proceedings diligently conducted;



 


		(c)	any other Indebtedness which the Lender agrees in writing
is Permitted Indebtedness for the purposes of this Agreement;



 


		(d)	any Indebtedness arising under a foreign exchange transaction
for spot or forward deliver entered into in connection with protection against fluctuation in currently rates where that foreign
exchange exposure arises in the ordinary course of business (and not a foreign exchange transaction for investment or speculative
purposes);



 


		(e)	any
                                         Indebtedness under finance or capital leases of vehicles, plant, equipment or computers,
                                         provided that the aggregate capital value of all such items so leased under outstanding
                                         leases by the Borrower does not exceed Cdn. XXXXXX5
                                         (or the equivalent amount in any other currency) at any time;



 


		(f)	any Indebtedness relating to employee benefit plans or
compensation entered into in the ordinary course of business, consistent with past practices and provided always that such Indebtedness
is not overdue;



 


		(g)	any Indebtedness under any corporate or employee credit
card programs of the Borrower entered into in the ordinary course of business;



 


		(h)	Indebtedness incurred by the Borrower from time to time
in connection with financing the Project, provided that such Indebtedness is subject to intercreditor, subordination and priority
terms acceptable to the Lender, in its sole discretion (but acting reasonably), and further provided that the Borrower has in
all cases complied with its obligations in favour of the Lender under the Investor Agreement in respect of such Indebtedness;



 





 



4
Deleted specific amounts deemed commercially sensitive and
private and confidential.


5
Deleted specific amounts deemed commercially sensitive and
private and confidential.


 











    	 	-8-	 



     


    




REDACTED


 


		(i)	Indebtedness of the Borrower under and in connection with
the base metal and precious metal net smelter returns royalties agreement dated May 31, 2013 between Sandstorm Gold Ltd. (as the
successor by assignment of Sandstorm Metals & Energy Ltd.) as royalty holder and the Borrower as owner, provided that such
Indebtedness is subject to intercreditor, subordination and priority terms acceptable to the Lender, in its sole discretion (but
acting reasonably);



 


		(j)	Indebtedness of the Borrower under any metal streaming
arrangement entered into between Sandstorm Gold Ltd. (as the successor by assignment of Sandstorm Metals & Energy Ltd.) or
its Affiliates and the Borrower as contemplated in section 2.3 of the base metal and precious metal net smelter returns royalties
agreement dated May 31, 2013 between Sandstorm Gold Ltd. (as the successor by assignment of Sandstorm Metals & Energy Ltd.)
as royalty holder and the Borrower as owner, provided that such Indebtedness is subject to intercreditor, subordination and priority
terms acceptable to the Lender, in its sole discretion (but acting reasonably); and



 


		(k)	any
                                         Indebtedness not permitted by the preceding paragraphs (a) to (j) and the outstanding
                                         amount of which does not exceed Cdn. XXXXXX6 (or
                                         the equivalent amount in any other currency) in aggregate for the Borrower at any time;



 


“Person” means
any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, or corporation with or without
share capital, body corporate, unincorporated association, trust, trustee, executor, administrator or other legal personal representative,
government or Governmental Authority or entity, however designated or constituted;


 


“PPSA” means the
Personal Property Securities Act (British Columbia);


 


“Project” means
the Prairie Creek advanced-staged zinc-lead-silver mine of the Borrower located adjacent to the Nahanni National Park Reserve in
the Northwest Territories of Canada;


 


“Project Material Adverse
Effect” means, when used with reference to any event or circumstance, any event or circumstance which has had, or could
reasonably be expected to have, a material adverse effect on the development, construction, improvement or process of the Project,
including in respect of any infrastructure related to the Project or the access to or egress from the Project;


 


“Relevant Jurisdiction”
means, from time to time, any jurisdiction in which the Borrower has material property or assets, or in which it carries on material
business and, for the purposes of this Agreement, includes British Columbia, Canada and the Northwest Territories, Canada;


 


“Reporting Jurisdictions”
means all of the jurisdictions in which the Borrower is a “reporting issuer”;


 


“Sanctioned Entity”
means a country or a government of a country, an agency of the government of a country, an organization directly or indirectly
controlled by a country or its government, or a Person resident in a country, in each case, that is subject to a country sanctions
program administered and enforced by OFAC;


 


“Sanctioned Person”
means a person named on the list of Specially Designated Nationals maintained by OFAC;


 





 



6 Deleted specific
amounts deemed commercially sensitive and private and confidential.


 







    	 	-9-	 



     


    




REDACTED


 


“Secured Assets”
means the undertaking, properties and assets now owned, leased or hereafter acquired or leased by the Borrower secured by the Security
Documents;


 


“Securities Act”
means the Securities Act (British Columbia);


 


“Security Documents”
means, collectively, the agreements, instruments and documents listed in


Schedule A hereto and delivered pursuant
to Article 4 of this Agreement;


 


“Security Interest”
means any security interest, assignment by way of security, mortgage, charge (whether fixed or floating), hypothec, deposit arrangement,
pledge, lien encumbrance, preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever,
and includes any other “Security Interest” as defined in section 12 of the PPSA;


 


“Subsidiary”
has the meaning attributed to such term in the Business Corporations Act (British Columbia);


 


“Taxes” means all
present or future taxes, assessments, rates, levies, imposts, deductions, withholdings, dues, duties, fees and other charges of
any nature, including any interest, fines, penalties or other liabilities with respect thereto, imposed, levied, collected, withheld
or assessed by any Governmental Authority (of any jurisdiction), and whether disputed or not; and


 


“Voting Shares”
means shares of capital stock of any class of any corporation carrying voting rights under all circumstances, provided that for
the purposes of such definition, shares which only carry the right to vote conditionally on the happening of any event shall not
be considered Voting Shares, whether or not such event shall have occurred, nor shall any shares be deemed to cease to be Voting
Shares solely by reason of a right to vote accruing to shares of another class or classes by reason of the happening of such event.


 


Interpretation Not Affected by Headings


 


		1.2	The division of this Agreement into articles, sections,
subsections and paragraphs, the provision of a table of contents and the insertion of headings are for convenience of reference
only and shall not affect the construction or interpretation of this Agreement.



 


Statute References


 


		1.3	Any reference in this Agreement to a statute shall be deemed
to be a reference to such statute as amended, re-enacted or replaced from time to time.



 


Currency


 


		1.4	Any reference in this Agreement to “U.S. Dollars”
or “U.S. $” shall be deemed to be a reference to lawful money of the United States of America and any reference
in this Agreement to “Canadian Dollars” or “Cdn. $” shall be deemed to be a reference to
lawful money of Canada.



 


Non-Business Days


 


		1.5	Whenever any payment to be made hereunder shall be due,
any period of time would begin or end, any calculation is to be made or any other action is to be taken on or as of, a day other
than a Business Day, such payment shall be made, such period of time shall begin or end, such calculation shall be made and such
other actions shall be taken, as the case may be, unless otherwise specifically provided for herein, on or as of the next succeeding
Business Day and the Lender shall not be entitled to any further interest or other payment in respect of such delay.



 




    	 	-10-	 



     


    

 


REDACTED


 


Governing Law


 


		1.6	This Agreement shall be governed by, construed and enforced
in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be
treated in all respects as a British Columbia contract. The Borrower hereby irrevocably attorns to the non-exclusive jurisdiction
of the Courts of the Province of British Columbia in the City of Vancouver. The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement in any Court of the Province of British
Columbia. The Borrower hereby irrevocably waives, to the fullest extent permitted by law, any forum non conveniens defence to
the maintenance of such action or proceeding in any such court. The Borrower irrevocably consents to service of process in British
Columbia. Nothing in this Agreement will affect the right of the Lender to serve process in any other manner or in any other jurisdiction
permitted by law.



 


Paramountcy


 


		1.7	In the event of any inconsistency between the provisions
of this Agreement and the provisions of any other Facility Document, the provisions of this Agreement shall prevail.



 


Enurement


 


		1.8	The Facility Documents shall be binding upon and shall
enure to the benefit of the Borrower which is party thereto and the Lender and their respective successors and permitted assigns.



 


ARTICLE 2


THE FACILITY


 


The Facility


 


		2.1	Subject to the terms and conditions hereof, the Lender
hereby establishes in favour of the Borrower a non-revolving, term credit facility (the “Facility”) in an amount
equal to the amount of the Commitment, which shall be made available to the Borrower, or as the Borrower may direct, by way of
one or more Advances in accordance with this Agreement.



 


Non-Revolvement


 


		2.1	The Facility is a non-revolving facility, and any repayment
of the Facility shall not be re- borrowed.



 


Notice of Borrowing


 


		2.2	The Borrower shall provide a notice of borrowing to the
Lender in respect of each Advance not less than ten (10) Business Days prior to the requested drawdown date, provided that any
such Advance shall be in a minimum amount of U.S. $3,000,000. The notice of borrowing shall be in form and on terms satisfactory
to the Lender and shall be irrevocable. Prior to the issuance of a notice of borrowing for the first Advance, the Borrower shall
have satisfied or fulfilled all conditions precedent set out in Section 5.1 hereof. Prior to the issuance of a notice of borrowing
for any subsequent Advance, the Borrower shall have satisfied or fulfilled all conditions precedent set out in Sections 5.1 and
5.2 hereof.



 




    	 	-11-	 



     


    




REDACTED


 


Term


 


		2.3	Except as otherwise provided herein, the outstanding principal
amount of the Facility, together with all accrued but unpaid interest and other costs, fees or charges payable hereunder from
time to time, will be immediately due and payable by the Borrower to the Lender on the Maturity Date.



 


Use of Proceeds





 


		2.4	Except
with the prior written consent of the Lender, the Borrower shall only use the proceeds of the Facility as follows:



 


		(a)	in
payment of any costs, expenses and fees incurred by Borrower in preparing, documenting or executing this Agreement;



 


		(b)	in
financing short term working capital needs of the Borrower, XXXXXX7 and corporate operating costs; and



 


		(c)	in
financing expenditures on or at the Project in accordance with the Budget.



 







Interest


 


		2.5	Interest shall accrue on the principal amount of the outstanding
Facility from the date of the first Advance, as well as on all overdue amounts outstanding in respect of interest, costs or other
fees or expenses payable hereunder, at the rate of eight percent (8.0%) per annum, and be payable by the Borrower to the Lender
quarterly within five (5) Business Days of the last day of each and every calendar quarter, as well as upon maturity, default
and judgment.



 


Administrative Matters Re: Payments


 


		2.6	If the date for payment of any Amount Payable is not a
Business Day at the place of payment, then payment shall be made on the next Business Day at such place.



 


		2.7	The Borrower shall pay each Amount Payable to the Lender,
or as the Lender may otherwise direct from time to time, by transferring to the Lender via wire transfer or other electronic funds
transfer, payment for such Amount Payable by 10:00 a.m. (Vancouver time) at least two (2) Business Days prior to the applicable
payment date.



 


Record of Payments


 


		2.8	The Lender shall maintain accounts and records evidencing
all payments hereunder, which accounts and records shall constitute, in the absence of manifest error, prima facie evidence thereof.



 





 



7 Deleted
specific details deemed commercially sensitive and private and confidential.


 







    	 	-12-	 



     


    




REDACTED


 


ARTICLE 3


PREPAYMENT


 


Voluntary Prepayment


 


		3.1	The Borrower may prepay the outstanding balance of the
Facility, in whole or in part, at any time before the Maturity Date, without penalty, upon five (5) Business Days’ prior
written notice of its intention to so prepay all or part of the outstanding balance of the Facility.



 


Prepayment on Change of Control


 


		3.2	Upon the occurrence of a Change of Control, the Facility
will become immediately due and payable, in full and the Borrower shall pay to the Lender in respect thereof, an amount equal
to the outstanding balance of the Facility, all accrued but unpaid interest hereon and all costs and charges payable hereunder.



 


ARTICLE 4


SECURITY


 


Security Documents


 


		4.1	To secure the due payment of all Indebtedness of the Borrower
to the Lender in respect of the Facility and the payment and performance of all other obligations, indebtedness and liabilities
of the Borrower to the Lender hereunder and under the other Facility Documents, the Borrower shall execute and deliver the Security
Documents to the Lender.



 


Registration of the Security


 


		4.2	The Lender shall at the Borrower’s expense, register,
file, record and give notice of (or cause to be registered, filed, recorded and given notice of) the Security Documents in all
offices where such registration, filing, recording or giving notice is necessary or desirable for the perfection of the Security
Interest constituted thereby and to ensure that such Security Interest is first ranking, subject only to the Permitted Encumbrances.



 


After Acquired Property and Further Assurances


 


		4.3	The Borrower shall from time to time, execute and deliver
all such further deeds or other instruments of conveyance, assignment, transfer, mortgage, pledge or charge as may be reasonably
necessary or desirable in the opinion of the Lender or its counsel to ensure that any additional interests in the Secured Assets
acquired after the date hereof, are subject to the Security Interests created pursuant to the Security Documents.



 


ARTICLE 5


CONDITIONS PRECEDENT


 


Conditions Precedent to first Advance


 


		5.1	The obligation of the Lender to make the first Advance
under this Agreement is subject to and conditional upon the following conditions precedent being satisfied, fulfilled or otherwise
met to the satisfaction of the Lender on or before the Closing Date:



 




    	 	-13-	 



     


    




REDACTED


 


		(a)	receipt by the Lender of the following documents, each
in full force and effect, and in form and substance satisfactory to the Lender and its counsel:



 


		(i)	executed copies of the Facility Documents, including, without
limitation, this Agreement and the Security Documents
described in Schedule A hereto;






 


		(ii)	an executed copy of the Investor Agreement;



 


		(iii)	certificates of good standing or extra-provincial registration,
as applicable, for the Borrower from all Relevant Jurisdictions;






 


		(iv)	a certified copy of the Constating Documents of the Borrower
or confirmation that the publicly available Constating Documents of the Borrower are true, accurate and current;



 


		(v)	a certified copy of the directors’ resolutions for
the Borrower with respect to its authorization, execution and delivery of the Facility Documents (or the Investor Agreement) being
delivered in connection herewith;



 


		(vi)	a certificate of a director or authorized officer of the
Borrower certifying the names and the true signatures of the officers authorized to sign the Facility Documents (or the Investor
Agreement);



 


		(vii)	all requisite regulatory and other approvals to the transactions
contemplated herein;



 


		(viii)	releases, discharges and postponements (in registrable
form where appropriate) covering all Security Interests or other encumbrances affecting the Secured Assets secured by the Security
Documents described in Schedule A hereto which are not Permitted Encumbrances, if any, or an undertaking satisfactory to the Lender
to provide such releases, discharges and postponements;



 


		(ix)	legal opinions of counsel to the Borrower in the Northwest
Territories in respect of title of the Borrower to the Project; and



 


		(x)	in addition to the legal opinions set out in paragraph
(ix) above, legal opinions of counsel to the Borrower (or, if applicable, the Lender) in all of the Relevant Jurisdictions;



 


		(b)	receipt by the Lender of the Budget;



 


		(c)	the Lender shall have completed and be satisfied with its
financial, business, environmental, tax and other due diligence review of the Borrower and its properties and assets, including
without limitation the Lender’s review of all feasibility studies, mine plans, leases, licences, permits, pro forma financial
statements and all Material Contracts and the net realizable value of the Secured Assets;



 


		(d)	the Lender shall have received all documentation and other
information that is required by any regulatory authorities under applicable “know your customer” and anti-money- laundering
rules and regulations, including, without limitation, the Patriot Act;



 




    	 	-14-	 



     


    




REDACTED


 


		(e)	the Lender shall have obtained internal investment committee
approval to incur the Commitment;



 


		(f)	evidence that all Security Interests pursuant to the Security
Documents described in Schedule A hereto have been (i) duly perfected and registered in all Relevant Jurisdictions and any other
relevant jurisdiction as required by the Lender and its counsel or (ii) if the Lender permits, in its sole and absolute discretion,
in respect of any Security Interests which are not so perfected and registered, submitted for perfection and registration in all
Relevant Jurisdictions and any other relevant jurisdiction as required by the Lender and its counsel;



 


		(g)	there shall be no other Security Interests whatsoever attaching
to the Secured Assets, other than Permitted Encumbrances;



 


		(h)	all of the representations and warranties of the Borrower
contained herein or in any other Facility Document are true and correct on and as of the Closing Date as though made on and as
of such date;



 


		(i)	no Default or Event of Default has occurred and is continuing;



 


		(j)	the Lender has received payment of all fees and all reimbursable
expenses so invoiced in connection with this Agreement in accordance with Section 7.4 hereof, which are payable by the Borrower
to the Lender on or prior to the Closing Date;



 


		(k)	as at the Closing Date, no event or circumstance shall
have occurred or exist that could reasonably be expected to have a Material Adverse Effect on the Borrower or a Material Project
Adverse Effect, including but not limited to there being no pending or threatened litigation, proceedings or investigations which
could reasonably be expected to have a Material Adverse Effect or a Material Project Adverse Effect; and



 


		(l)	such other conditions precedent as the Lender may reasonably
require based on its due diligence review,



 


failing which the Lender shall have
no further obligation to the Borrower hereunder and the Borrower shall promptly thereafter pay to the Lender all outstanding fees
and expenses reasonably incurred by the Lender in connection with this Agreement.


 


Conditions Precedent to Subsequent Advances


 


5.2        The
obligation of the Lender to make each subsequent Advance under this Agreement is subject to and conditional upon the
following conditions precedent being satisfied, fulfilled or otherwise met to the satisfaction of the Lender and its counsel
on or before the date on which such subsequent Advance is proposed to be made:


 


		(a)	each of the conditions precedent referred to in Section
5.1 hereof has been and continues to be satisfied;



 


		(b)	all of the notice of borrowing conditions set out in Section
2.2 of this Agreement have been satisfied; and



 


		(c)	no Default or Event of Default has occurred and is continuing.



 




    	 	-15-	 



     


    




REDACTED


 


Waiver


 


		5.3	The conditions in Sections 5.1 and 5.2 hereof are inserted
for the sole benefit of the Lender and may be waived by the Lender, in whole or in part, with or without conditions, as the Lender
may determine in its sole and absolute discretion.



 


ARTICLE 6


REPRESENTATIONS AND WARRANTIES


 


Representations and Warranties of the Borrower


 


		6.1	The Borrower hereby represents and warrants to the Lender
as of the date hereof that:



 


		(a)	the Borrower has been duly incorporated and organized under
the laws of its jurisdiction of incorporation and is validly existing and is current and up-to-date with all material filings
required to be made under the laws of its jurisdiction of incorporation to maintain its corporate existence and has all requisite
corporate power to carry on its business as now conducted and to own, lease or operate its property, and no steps or proceedings
have been taken by any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;



 


		(b)	the Borrower has full power and capacity to enter into
each of the Facility Documents and to do all acts and things and execute and deliver all documents as are required hereunder or
thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and
the Borrower has taken all necessary corporate action to duly authorize the creation, execution, delivery and performance of each
of the Facility Documents and to observe and perform the provisions of such Facility Documents in accordance with the provisions
thereof;



 


		(c)	the Facility Documents will create valid and legally binding
obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the qualifications
that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, dissolution or other laws of general
application relating to or affecting the rights of creditors and that equitable remedies, including specific performance, are
discretionary and may not be ordered;



 


		(d)	the entry into and the performance of its obligations under
each Facility Document is in its best interests and for a proper purpose;



 


		(e)	none of the execution and delivery of the Facility Documents,
the compliance by the Borrower with the provisions of the Facility Documents or the consummation of the transactions contemplated
herein, does or will: (i) require the consent, approval, Authorization, order or agreement of, or registration or qualification
with, any Governmental Authority, court, stock exchange, securities regulatory authority or other Person, other than final approval
of the Exchange in respect of the Facility; (ii) conflict with or result in any breach or violation of any of the provisions of,
or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Borrower
is a party or by which it or any of the properties or assets thereof is bound; or (iii) conflict with or result in any breach
or violation of any provisions of, or constitute a default under the articles or by-laws of the Borrower or any resolution passed
by the directors (or any committee thereof) or shareholders of the Borrower, or any statute or any judgment, decree, order, rule,
policy or regulation of any court, Governmental Authority, any arbitrator, stock exchange or securities regulatory authority applicable
to the Borrower or any of the properties or assets thereof (including the Exchange), which, in the case of any matter referred
to in (ii) or (iii), could reasonably be expected to have a Material Adverse Effect or a Material Project Adverse Effect;



 




    	 	-16-	 



     


    




REDACTED


 


		(f)	the outstanding shares of the Borrower are listed and posted
for trading on the Exchange;



 


		(g)	except as disclosed in the Disclosure Record, the Borrower
does not own, beneficially or of record, or exercise control or direction over, any shares (or other ownership interests) of any
Person;



 


		(h)	except as disclosed in the Disclosure Record, no Person
has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement,
for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of the Borrower;



 


		(i)	the Borrower is licensed, registered or qualified as an
extra-provincial or foreign corporation in all jurisdictions where the character of the property or assets thereof owned or leased
or the nature of the activities conducted by it make licensing, registration or qualification necessary and is carrying on the
business thereof in compliance with all Applicable Law, rules and regulations of each such jurisdiction;



 


		(j)	the Borrower has conducted and is conducting its business
in compliance in all material respects with Applicable Law and possesses all Authorizations issued by the appropriate Governmental
Authority necessary to carry on the business currently carried on by it, is in compliance in all material respects with the terms
and conditions of all such Authorizations, and the Borrower has not received any notice of the modification, revocation or cancellation
of, any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any
such Authorization (save in respect of any such notice, intention or proceeding which the Borrower is disputing in good faith
and pursuant to appropriate proceedings diligently conducted), and a list of all Authorizations in respect of or related to, in
any way, the Project is set out on Schedule 6.1(j)A hereto and a list of all
pending applications for Authorizations in respect of or related to, in any way, the Project, including a brief description of
the status of such pending applications, is set out on Schedule 6.1(j)B hereto;






 


		(k)	the Borrower is a reporting issuer or the equivalent in
the Reporting Jurisdictions and is in compliance with its obligations under the Applicable Securities Legislation of such jurisdictions
and of the Exchange in all material respects and is not included in any list of defaulting reporting issuers maintained by the
securities commission of such jurisdictions;



 


		(l)	no order, ruling of suspending the sale or ceasing the
trading in any securities of the Borrower nor prohibiting the sale of such securities has been issued by any securities regulatory
authority to and is outstanding against the Borrower or its directors, officers or promoters and no investigations or proceedings
for such purposes have been threatened or are pending or contemplated;



 




    	 	-17-	 



     


    




REDACTED


 


		(m)	there is not any material change, as defined in the Applicable
Securities Legislation, relating to the Borrower, which has not been fully disclosed in accordance with the requirements of the
Applicable Securities Legislation and the policies of the Exchange;



 


		(n)	the Borrower has not incurred any Indebtedness or guaranteed
the obligations of any Person except in relation to Permitted Indebtedness;






 


		(o)	any and all of the agreements and other documents and instruments
pursuant to which the Borrower holds the property and assets thereof (including any interest in, or right to earn an interest
in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance
with terms thereof. The Borrower is not in default of any of the provisions of any such agreements, documents or instruments in
any material respect, and there has been no material default under any lease, licence or claim pursuant to which the Borrower
derives the interests thereof in such property and assets. None of the real properties (or any interest in, or right to earn an
interest in, any property) of the Borrower is subject to any right of first refusal or purchase or acquisition right, except as
set out in the base metal and precious metal net smelter returns royalties agreement dated May 31, 2013 between Sandstorm Gold
Ltd. (as the successor by assignment of Sandstorm Metals & Energy Ltd.) as royalty holder and the Borrower as owner;



 


		(p)	except as qualified by the disclosure therein and except
as otherwise permitted herein (including with respect to Permitted Encumbrances), the Borrower is the legal and beneficial owner
of the properties, business and assets referred to as being owned by it in the Disclosure Record;



 


		(q)	the Borrower holds either freehold title, mining leases,
mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in
which the Project or any other property is located, in respect of the ore bodies and minerals located in properties in which it
has an interest as described in the Disclosure Record (including the Project) under valid, subsisting and enforceable title documents
or other recognized and enforceable agreements or instruments, sufficient to permit the Borrower to explore the minerals relating
thereto, all such property, leases or claims and all property, leases or claims in which the Borrower has an interest or right
have been validly located and recorded in accordance with Applicable Law in all material respects and are valid and subsisting,
the Borrower has all necessary surface rights, access rights and other necessary rights and interests relating to the properties
in which the Borrower has an interest as described in the Disclosure Record granting the Borrower the right and ability to explore
for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Borrower,
with only such exceptions as do not materially interfere with the use made by the Borrower of the rights or interests so held
and each of the proprietary interests or rights;



 


		(r)	the Borrower owns or has the right to use under license,
sub-license or otherwise all material intellectual property used by it in its business, including copyrights, industrial designs,
trademarks, trade secrets, know-how and proprietary rights, free and clear of any and all encumbrances;



 


		(s)	except for Permitted Indebtedness or Permitted Encumbrances,
as applicable, there are no royalty obligations or similar obligations applicable to the properties of the Borrower;



 




    	 	-18-	 



     


    




REDACTED


 


		(t)	the Borrower has not approved entering into any agreement
in respect of (i) the sale of any property material to the Borrower, or assets or any interest therein or the sale, transfer or
other disposition of any property material to the Borrower, or assets or any interest therein currently owned, directly or indirectly,
by the Borrower whether by asset sale, transfer of shares or otherwise, in each case outside of the ordinary course of its business;
or (ii) any Change of Control;



 


		(u)	no portion of the Disclosure Record contains an untrue
statement of a material fact as of the date thereof nor does it omit to state a material fact which, at the date thereof, was
required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances
in which it was made;



 


		(v)	the consolidated financial statements of the Borrower contained
in the Disclosure Record are in accordance with the Business Corporations Act (British Columbia), including giving a true
and fair view of the consolidated entity’s financial position as at the date thereof comply with IFRS, and no adverse material
changes in the financial position of the Borrower has taken place since the date thereof;



 


		(w)	the Borrower does not have any material liabilities, fixed
or contingent, that are not reflected in the consolidated financial statements of the Borrower contained in the Disclosure Record,
in the notes thereto or otherwise disclosed in writing to the Lender;



 


		(x)	the Borrower’s auditors are independent chartered
accountants and have participant status with the Canadian Public Accountability Board as required under Applicable Securities
Legislation and there has never been a reportable disagreement (within the meaning of National Instrument 51-102) between the
Borrower and its auditors;



 


		(y)	the Borrower has in all respects complied with all continuous
disclosure obligations under Applicable Securities Legislation and the rules and regulations of the Exchange and, without limiting
the generality of the foregoing, there has not occurred a material adverse change, financial or otherwise, in the assets, liabilities
(contingent or otherwise), business, financial condition, capital or prospects of the Borrower and its Subsidiaries (taken as
a whole) which has not been publicly disclosed on a non-confidential basis; the information and statements in the Disclosure Record
were true and correct at the time such documents were filed and contained no misrepresentation as of the respective dates of such
information and statements; the Disclosure Record conformed in all respects to Applicable Securities Legislation at the time such
documents were filed and the Borrower has not filed any confidential material change reports which remain confidential as at the
date hereof;



 


		(z)	all taxes, duties, royalties, levies, imposts, assessments,
deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect
thereto due and payable by the Borrower have been paid, except any non-payment that would not reasonably be expected to have a
Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Borrower have been
filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings were, at the time
of filing, complete and accurate in all respects and no fact or facts have been omitted therefrom which could make any of them
misleading. There are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid,
or may be payable, by the Borrower and no examination of any tax return of the Borrower is currently in progress (save in respect
of any issue, dispute or examination which the Borrower is disputing in good faith and pursuant to appropriate proceedings diligently
conducted);



 




    	 	-19-	 



     


    

 


REDACTED


 


		(aa)	except as disclosed publicly by the Borrower in its routine
disclosures under Applicable Securities Legislation (i) the Borrower is not in violation of any Environmental Laws including laws
relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum by-products (collectively, “Hazardous Materials”) or the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials; (ii) the Borrower has all material Authorizations
required under any applicable Environmental Laws and the Borrower is in material compliance with such Authorizations; (iii) there
are no pending or, to the Borrower’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands,
claims, liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against
the Borrower; and (iv) there are no events or circumstances that could reasonably be expected to form the basis of an order for
clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting
the Borrower relating to any Environmental Laws, which, in each case in respect of any matter referred to in (i) to (iv), could
reasonably be expected to have a Material Adverse Effect;



 


		(bb)	the Borrower has been and is continuing to operate its
businesses in compliance with all applicable employment laws and there are no legal proceedings nor any threatened legal proceedings,
against the Borrower pursuant to any applicable employment laws which in each case could reasonably be expected to have a Material
Adverse Effect. There are no outstanding decisions, orders or settlements or pending settlements under any applicable employment
laws which place any obligation upon any of the Borrower to do or refrain from doing any act and which could reasonably be expected
to have a Material Adverse Effect. The Borrower is up to date in the payment of all material premiums or assessments under applicable
workers compensation or other worker safety legislation applicable in the Relevant Jurisdictions, and the Borrower is not subject
to any special assessment or penalty under any such legislation which could reasonably be expected to have a Material Adverse
Effect;



 


		(cc)	the assets of the Borrower and its businesses and operations
are insured against loss or damage with insurers on a basis consistent with insurance obtained by reasonably prudent participants
in comparable businesses, such coverage is in full force and effect, and the Borrower has not failed to promptly give any notice
of any material claim thereunder. There are no claims by the Borrower under any such policy or instrument as to which any insurance
company is denying liability or defending under a reservation of rights clause;



 


		(dd)	the Borrower is not in violation of any material term of
its Constating Documents. The Borrower is not in violation of any term or provision of any agreement, indenture or other instrument
applicable to it which could reasonably be expected to result in any Material Adverse Effect, and there is no action, suit, proceeding
or investigation commenced, pending or threatened which, either in any case or in the aggregate, could reasonably be expected
to result in any Material Adverse Effect or which places, or could place, in question the validity or enforceability of this Agreement,
or any document or instrument delivered, or to be delivered, by the Borrower pursuant hereto;



 




    	 	-20-	 



     


    




REDACTED


 


		(ee)	the Borrower is not in default of any material term, covenant
or condition under or in respect of any judgment, order, agreement or instrument to which it is a party or to which it or any
of the property or assets thereof are subject that could reasonably be expected to have a Material Adverse Effect, and no event
has occurred and is continuing, and no circumstance exists which has not been waived, which constitutes a default in respect of
any commitment, agreement, document or other instrument to which the Borrower is a party or by which it is otherwise bound entitling
any other party thereto to accelerate the maturity of any amount owing thereunder or which could reasonably be expected to have
a Material Adverse Effect;



 


		(ff)	the Borrower has not committed any act of bankruptcy nor
is it insolvent and the Borrower has not proposed a compromise or arrangement to its creditors generally, has not had a petition
or receiving order in bankruptcy filed against it, has not made a voluntary assignment in bankruptcy, has not taken any proceedings
with respect to a compromise or arrangement, has not taken any proceedings to have a receiver appointed for any of its property
and has not had any execution or distress become enforceable or become levied upon any of its property;



 


		(gg)	there are no actions, suits, proceedings, inquiries or
investigations existing, pending or, to the Borrower’s knowledge, threatened against or adversely affecting the Borrower
or to which any of its property or assets is subject, at law or equity, or before or by any Governmental Authority and the Borrower
is not subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority,
which, either separately or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;



 


		(hh)	to the best of the knowledge of the Borrower, the Borrower
and no director, officer, agent, employee or other Person acting on behalf of the Borrower has, in the course of its actions for,
or on behalf of, the Borrower (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful
expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; (iii) violated or is in violation of any provision of the Corruption of Foreign
Public Officials Act (Canada), the US Foreign Corrupt Practices Act of 1977 or any other similar laws; or (iv) made
any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government
official, employee or other Person;



 


		(ii)	the Borrower is not in violation of any of the country
or list based economic and trade sanctions administered and enforced by OFAC, nor is the Borrower a Sanctioned Person or a Sanctioned
Entity nor does it have assets located in Sanctioned Entities, derive revenues from investments in, or transactions with Sanctioned
Persons or Sanctioned Entities, or do business in or with, or derive any of its income from investments in or transactions with,
any Sanctioned Country or a Sanctioned Entity in violation of any anti- terrorism laws. No proceeds of the Facility will be used
to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned
Entity; and



 


		(jj)	the Borrower does not enjoy immunity from suit or execution
in relation to its obligations under any Facility Document.



 




    	 	-21-	 



     


    




REDACTED


 


Acknowledgement


 


		6.2	The Borrower acknowledges that the Lender is relying upon
the representations and warranties in this Article 6 in discharging its obligations under this Agreement and that such representations
and warranties shall be deemed to be restated in every respect effective on the date each Advance is made.



 


Survival and Inclusion


 


		6.3	The representations and warranties in this Article 6 will
survive the termination of this Agreement. All statements, representations and warranties contained in any other Facility Document
or in any instruments delivered by or on behalf of the Borrower or the Lender pursuant to this Agreement or any other Facility
Document will be deemed to constitute statements, representations and warranties made by the Borrower to the Lender and vice-versa
under this Agreement.



 


ARTICLE 7


COVENANTS OF THE BORROWER


 


General Covenants


 


		7.1	While any Facility Indebtedness is outstanding or the Facility
remains available to the Borrower, the Borrower covenants with the Lender as follows:



 


		(a)	the Borrower will duly and punctually pay or cause to be
paid to the Lender each Amount Payable, on the dates, at the places, in the currency and in the manner mentioned herein, including,
without limitation, upon the occurrence of any Event of Default and acceleration by the Lender pursuant to Section 8.2 hereof,
the outstanding balance of the Facility;



 


		(b)	the Borrower will at all times maintain its corporate existence,
obtain and maintain all Authorizations required or necessary in connection with its business and/or any of the Secured Assets
(including the Project) and to carry on and conduct its business in accordance with prudent mining industry standards;



 


		(c)	the Borrower will keep or cause to be kept proper books
of account and make or cause to be made therein true and complete entries of all of its dealings and transactions in relation
to its business in accordance with IFRS, and at all reasonable times it will furnish or cause to be furnished to the Lender or
its duly authorized agent or attorney such information relating to its operations as the Lender may reasonably request and such
books of account shall be open for inspection by the Lender or such agent or attorney, upon reasonable prior notice and during
regular business hours in the location of the requested information;



 


		(d)	the Borrower will provide the Lender and its representatives
or such agent or attorney access to all properties, assets and books and records, upon reasonable prior notice and during regular
business hours;



 


		(e)	the Borrower will ensure that each of the Security Documents
will at all times constitute valid and perfected first ranking security on all of the Secured Assets, subject only to Permitted
Encumbrances, and at all times take all actions necessary or reasonably requested to create, perfect and maintain the Security
Interests granted pursuant to the Security Documents as perfected first ranking security over the Secured Assets, subject only
to Permitted Encumbrances;



 




    	 	-22-	 



     


    




REDACTED


 


		(f)	the Borrower will duly and punctually perform and carry
out all of the covenants and acts or things to be done by it as provided in this Agreement, the Investor Agreement and each of
the Security Documents;



 


		(g)	the Borrower will comply in all material respects with
all Applicable Law and the Borrower will comply in all material
respects with Applicable Securities Legislation;






 


		(h)	the Borrower will comply, and conduct its business in such
a manner so as to comply, in all material respects with all Applicable Law, the Borrower will comply in all material respects
with all Environmental Laws (including without limitation laws relating to the release or threatened release of Hazardous Materials
and the manufacture, processing distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials)
and Authorizations, and the Borrower will comply in all respects with Applicable Securities Legislation. The Borrower shall promptly,
and in any event no later than ten (10) Business Days after the Borrower obtains knowledge thereof, deliver written notice to
the Lender of the occurrence of: (i) any material environmental accident or spill affecting the Project; or (ii) any other condition,
event or circumstance that results in non-compliance by the Borrower at the Project with any Environmental Laws or Authorizations
in any material respect;



 


		(i)	the Borrower will: (i) maintain policies of insurance with
carriers and in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning
similar properties in the same general areas in which the Borrower operates, and add and maintain the Lender as first loss payee
and a named insured under all such policies to the extent of its interest; and (ii) on an annual basis, or on some other basis
as agreed with the Lender from time to time, deliver to the Lender all certificates and reports prepared in connection with such
insurance;



 


		(j)	the Borrower will immediately notify the Lender in writing
upon becoming aware of any Default or any material suit, proceeding or governmental investigation pending or, to the Borrower’s
knowledge, threatened or any notification of any challenge to the validity of any Authorization, relating to the Borrower which
could reasonably be expected to have a Material Adverse Effect or relating to any of the Secured Assets;



 


		(k)	the Borrower will maintain or cause to be maintained the
Secured Assets (including the Project) in good condition in accordance with prudent mining industry standards (subject to normal
wear and tear);



 


		(l)	the Borrower will provide the Lender with production records,
banking statements and such other information with respect to the Borrower as the Lender may reasonably request;



 


		(m)	the Borrower will timely file all tax returns as and when
required pursuant to Applicable Law and pay and discharge or cause to be paid and discharged, promptly when due, all taxes, assessments
and governmental charges or levies imposed upon it or in respect of any of the Secured Assets or upon the income or profits therefrom
except for Permitted Encumbrances as well as all claims of any kind (including claims for labour, materials, supplies and rent)
which, if unpaid, might become a lien thereupon; provided however, that the Borrower shall not be required to pay or cause to
be paid any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall concurrently be
contested in good faith by appropriate proceedings diligently conducted;



 




    	 	-23-	 



     


    




REDACTED


 


		(n)	the Borrower will cause all necessary and proper steps
to be taken diligently to protect and defend the Secured Assets and the proceeds thereof against any material adverse claim or
demand, including without limitation, the employment or use of counsel for the prosecution or defence of litigation and the contest,
settlement, release or discharge of any such claim or demand;



 


		(o)	in respect of each Authorization which is required to be
held by the Borrower in connection with the Project: (i) the Borrower will apply for and obtain each such Authorization, as at
such time as such Authorization shall be so required by Applicable Law to be held; (ii) the Borrower will, as applicable, on or
before the time and in the manner required by Applicable Law for each such Authorization, apply for and procure the renewal of
that Authorization, and pay or cause to be paid the renewal fees and other sums required in respect of that Authorization or its
renewal within the time allowed and in the manner prescribed by Applicable Law; (iii) the Borrower will, upon request, produce
to the Lender each such Authorization and all receipts for payments in relation to each such Authorization; and (iv) the Borrower
will comply with all Applicable Law in relation to each such Authorization and otherwise do all things so required of a holder
of such Authorization;



 


		(p)	if and to the extent that the Borrower holds or is granted
any Security Interests, it will take all steps necessary to ensure that all such Security Interests which it holds are attached,
enforceable and continuously perfected under the PPSA (or such similar legislation pursuant to which such Security Interest is
granted) until the obligations they secure are satisfied or they are released for value where a failure to take the necessary
steps could have a Material Adverse Effect;



 


		(q)	the Borrower will deliver to the Lender in each calendar
month a written report regarding the construction and operation of the Project, in the form agreed between the Lender and the
Borrower;



 


		(r)	the Borrower will, in addition to any separate rights of
the Lender set out in this Agreement or otherwise, permit any representatives designated by the Lender, upon reasonable prior
notice and at a reasonable time, once per calendar year, to visit and inspect the Project, to examine and make extracts from its
books and records and to discuss its affairs, finances and condition with its directors, officers, management, advisors and consultants,
in each case at the cost and expense of the Borrower; and



 


		(s)	the Borrower will promptly provide to the Lender a draft
copy of any updates or revisions to the Budget, which updated and revised Budget will, following approval by the Lender and the
board of directors of the Borrower, replace the previous Budget.



 


Negative Covenants of the Borrower


 


		7.2	The Borrower hereby covenants and agrees with the Lender
that, except with the prior written consent of the Lender, it will not:



 




    	 	-24-	 



     


    




REDACTED


 


		(a)	directly or indirectly issue, incur, assume or otherwise
become liable for or in respect of any Indebtedness other than Permitted Indebtedness;



 


		(b)	directly or indirectly create, incur, assume, permit or
suffer to exist any Security Interest against any of its assets, including, without limitation, any of the Secured Assets, other
than Permitted Encumbrances;



 


		(c)	XXXXXX8;



 


		(d)	enter into a Material Contract unless such Material Contract
has been reviewed by the Lender and confirmed by it as acceptable;






 


		(e)	amend, modify, vary or terminate any Material Contract
other than in respect of administrative or minor variations;



 


		(f)	do, allow or suffer any act, matter or thing as a result
of which any Authorization in respect of or relating, in any way, to the Project, is or may be surrendered, forfeited, withdrawn,
cancelled, refused or rendered void, or whereby it is disqualified permanently or temporarily from receiving or continuing to
hold an Authorization or whereby the Project may be disqualified permanently or temporarily from having an Authorization (except
where required by Applicable Law or in the ordinary course of business);



 


		(g)	enter into any scheme for the reconstruction or reorganization
of it or for the consolidation, amalgamation, merger or similar transaction of it with or into any other Person, except that the
Borrower may consolidate, amalgamate, merge or enter into a similar arrangement with one or more of its Subsidiaries so long as
the continuing or surviving entity will enter into such confirmation or assumption agreement with respect to such Facility Document(s)
and the Investor Agreement as may be reasonably requested by the Lender;



 


		(h)	make any prepayment on, purchase, redeem, or otherwise
acquire or retire for value, prior to any scheduled final maturity, any Indebtedness other than the Facility Indebtedness or any
Permitted Indebtedness in accordance with the terms of any intercreditor, priority, subordination or similar agreement agreed
between the Lender and the lender of such Permitted Indebtedness;



 


		(i)	purchase, redeem, retire, repurchase and cancel or otherwise
acquire for cash any securities;



 


		(j)	make any change to its Constating Documents in a manner
that materially adversely affects the position of the Lender or any Security Interest granted to the Lender under the Security
Documents;



 


		(k)	pay out any shareholders loans or other indebtedness to
non-arms length parties or enter into any transactions with any non-arm’s-length parties other than on commercially reasonable
terms;



 











 



8
Deleted as deemed commercially sensitive and private and
confidential by both parties.


 





    	 	-25-	 



     


    




REDACTED


 


		(l)	declare or provide for any dividends or other payments
or distributions based on share capital;



 


		(m)	guarantee the obligations of any other Person, directly
or indirectly, other than obligations permitted by this Agreement (including any Permitted Indebtedness);



 


		(n)	enter into or become party or subject to any dissolution,
winding-up, reorganization or similar transaction or proceeding;



 


		(o)	engage in the conduct of any business other than the business
the Borrower as existing on the date of this Agreement or in businesses reasonably related thereto on a basis consistent with
the conduct of such business as conducted on the date of this Agreement; or



 


		(p)	in respect of any dealings or otherwise with any of its
Subsidiaries, including Paragon Minerals Corporation and Messina Minerals Inc.:






 


		(i)	purchase or otherwise acquire additional shares, interests,
participations, rights in, or other equivalents of, such Subsidiary’s capital or the capital (including any beneficial interest
in a trust and any rights, warrants, debt securities, options or other rights exchangeable for or convertible into any of the
foregoing) or make any capital contribution to any such Subsidiary, save as expressly contemplated in the subscription for shares
agreement issued on October 1, 2017 by Paragon Minerals Corporation in favour of the Borrower or in the subscription for shares
agreement issued on November 1, 2017 by Messina Minerals Inc. in favour of the Borrower (in each case in the form of such agreement
as provided to the Lender by the Borrower on or before the date of this Agreement);



 


		(ii)	purchase or otherwise acquire any bonds, notes, debentures
or other debt securities issued by such Subsidiary;



 


		(iii)	make any loan or cash advance to such Subsidiary;



 


		(iv)	declare, pay or make, or agree to pay or make, directly
or indirectly, any payment (whether in cash or in kind, and whether by way of actual payment, set-off, counterclaim or otherwise):



 


		(A)	of any principal of or interest or premium on any Indebtedness
owing by the Borrower to such Subsidiary; or



 


		(B)	of any management, consulting or similar fee or any bonus
payment or comparable payment, or of any gift or other gratuity, to such Subsidiary; or



 


		(v)	convey, sell, lease, assign, transfer or otherwise dispose
of any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any
other transactions with, any such Subsidiary except in the ordinary course of business at prices and on terms and conditions not
less favourable to the Borrower than could be obtained on an arm’s-length basis from unrelated third parties.



 




    	 	-26-	 



     


    




REDACTED


 


Continued Listing


 


		7.3	The Borrower shall take all reasonable steps and actions
as may be required to maintain the listing and posting for trading of the common shares of the Borrower on the Exchange and to
maintain its status as a “reporting issuer”, or the equivalent thereof, not in default of the requirements of the
Applicable Securities Legislation in the Reporting Jurisdictions.



 


Lender’s Fees and Expenses


 


		7.4	The Borrower will pay for the Lender’s legal fees
(on a solicitor and own client basis) and all other costs, charges and expenses of the Lender (including all due diligence expenses)
of and incidental to the preparation, execution and completion of this Agreement and the other Facility Documents, and all amendments
thereto, to complete or facilitate this transaction, as contemplated herein, and other reasonable due diligence costs. The Borrower
further covenants and agrees to pay all of the Lender’s legal fees (on a solicitor and own client basis) and all other costs,
charges and expenses of and incidental to the recovery of all amounts owing hereunder, including but not limited to the enforcement
of this Agreement and the other Facility Documents. All amounts will be payable by the Borrower upon demand by the Lender. If
not paid within thirty (30) days of demand, all such amounts will be added to and form part of the principal amount of the Facility
and shall accrue interest from the date of demand as if such amounts had been advanced by the Lender to the Borrower hereunder
on such date.



 


Continuous Disclosure Obligations and Publicity


 


		7.5	The Borrower shall timely file all documents that must
be publicly filed or sent to its shareholders pursuant to Applicable Securities Legislation within the time prescribed by such
Applicable Securities Legislation and make such documents available as required by such Applicable Securities Legislation within
any prescribed time period. If the Borrower is not at any time subject to Applicable Securities Legislation, the Borrower shall
provide to the Lender: (i) within 120 days after the end of each fiscal year, copies of its annual report and audited annual financial
statements, and (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, interim financial
statements which shall, at a minimum, contain such information required to be provided in quarterly reports by a “reporting
issuer” (as such term is defined in such Applicable Securities Legislation) under the Applicable Securities Legislation.
Each of such reports will be prepared in accordance with the disclosure requirements of Applicable Securities Legislation.



 


		7.6	The Borrower shall, to the extent legally permitted, consult
with the Lender in respect of any public announcements concerning the Project, and provide the Lender with a reasonable opportunity
to comment on the content thereof, provided that if the Lender does not respond to a request for consultation and comments on
any public announcements by the Borrower concerning the Project within 48 hours (excluding days that are not Business Days) or
such shorter period of time as the Borrower has determined is necessary in the circumstances, acting reasonably and in good faith,
the Borrower may issue the disclosure without the input of the Lender.



 


Additional Amounts; Tax Gross-Up


 


		7.7	The Borrower will, from time to time, promptly pay or make
provisions satisfactory to the Lender for the payment of any additional amounts, including taxes and charges which may be imposed
on the Borrower by the laws of Canada or any Province or Territory thereof (except income tax or security transfer tax, if any)
which shall be payable with respect to the Facility.



 




    	 	-27-	 



     


    




REDACTED


 


		7.8	Any and all payments by or on account of any obligation
of the Borrower hereunder or under any other Facility Document shall be made free and clear of and without deduction or withholding
for any Taxes except as required by Applicable Law. If the Lender is required by Applicable Law to deduct or withhold any Taxes
from such payments, then:



 


		(a)	the amount payable by the Borrower shall be increased so
that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional
amounts payable under this Section), the Lender receives an amount equal to the amount it would have received had no such deduction
or withholding been made; and



 


		(b)	the Lender shall make such deductions or withholdings and
pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law.



 


Further Assurances


 


		7.9	The Borrower shall, from time to time, as may be reasonably
required by the Lender, execute and deliver such further and other documents and do all matters and things which are necessary
to carry out the intention and provisions of this Agreement.



 


Lender May Perform Covenants


 


		7.10	If the Borrower shall fail to perform any of its covenants
contained in this Agreement or any of the Security Documents, the Lender may, upon becoming aware of such failure, in its discretion,
but need not, itself perform any of such covenants capable of being performed by it, but is under no obligation to do so. All
reasonable sums so required to be paid in connection with the Lender’s performance of any covenant will be paid by the Borrower
and all sums so paid shall be payable by the Borrower in accordance with the provisions of Section 7.4 hereof. No such performance
by the Lender of any such covenant or payment or expenditure by the Borrower of any sums advanced or borrowed by the Lender pursuant
to the foregoing provisions shall be deemed to relieve the Borrower from any default hereunder or its continuing obligations hereunder.



 


ARTICLE 8


DEFAULT AND ENFORCEMENT


Events of Default


 


		8.1	The occurrence of any one or more of the following events
shall constitute an “Event of Default” hereunder:



 


		(a)	if the Borrower fails to make any payment of any principal
amount of the Facility when due;



 


		(b)	if the Borrower fails to make any payment of interest or
any other fees, costs, amounts or charges payable hereunder when due and such failure shall continue unremedied for a period of
three (3) Business Days after written notice from the Lender;



 




    	 	-28-	 



     


    




REDACTED


 


		(c)	if the Borrower defaults in observing or performing any
covenant or condition of this Agreement or any other Facility Document on its part to be observed or performed and, with respect
to such covenants or conditions which are capable of being cured, if such default continues for a period of fifteen (15) Business
Days after the earlier of knowledge thereof by the Borrower or notice thereof from the Lender;



 


		(d)	if the Company defaults in observing or performing any
covenant under the Investor Agreement on its part to be observed or performed and, with respect to such covenants which are capable
of being cured, if such default continues for a period of fifteen (15) Business Days after the earlier of knowledge thereof by
the Company or notice thereof from the Lender;



 


		(e)	any one or more of the Facility Documents or the Investor
Agreement ceases to be in full force and effect or any Security Document ceases to constitute a valid and perfected first priority
Security Interest (subject only to Permitted Encumbrances) upon all the Secured Assets it purports to charge or encumber, in favour
of the Lender;



 


		(f)	the institution by the Borrower of proceedings to be adjudicated
a bankrupt or insolvent or any similar proceedings or the seeking by it of liquidation, reorganization or relief under any applicable
federal, provincial, state or other law relating to bankruptcy, insolvency, reorganization or relief of debtors, or the filing
by it of any such petition or to the appointment under any such law of a receiver, receiver-manager, liquidator, assignee, trustee
or other similar official of the Borrower of all or substantially all of its property, or the making by it of a general assignment
for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due;



 


		(g)	any proceedings are commenced by a Person other than the
Borrower for the bankruptcy, insolvency, reorganization, winding-up, liquidation or dissolution or any similar proceedings of
the Borrower, unless the Borrower in good faith actively and diligently contests such proceedings resulting in a dismissal or
stay thereof within thirty (30) days of commencement;



 


		(h)	the entry of a decree or order by a court having jurisdiction
adjudging the Borrower a bankrupt or insolvent or approving as properly filed an application or a petition seeking liquidation,
reorganization, arrangement or adjustment of or in respect of the Borrower under any Applicable Law relating to bankruptcy, insolvency,
reorganization or relief of debtors, or appointing under any such law a receiver, receiver-manager, liquidator, assignee, trustee
or other similar official of the Borrower or of all or substantially all of its property, or ordering pursuant to any such law
the winding-up or liquidation of its affairs, and, in all such cases, such decree or order continues unvacated and unstayed and
in effect for a period of 30 consecutive days;



 


		(i)	this Agreement or any Security Document is claimed by the
Borrower to, cease in whole or in any part to be a legal, valid, binding and enforceable obligation of the Borrower;



 


		(j)	this Agreement or any Security Document shall for any reason
other than paragraph (i) above, cease in whole or in any part to be a legal, valid, binding and enforceable obligation of the
Borrower;



 




    	 	-29-	 



     


    




REDACTED


 


		(k)	the
Borrower fails to pay the principal of, premium, if any, interest on, or any other amount owing in respect of any of its Indebtedness
or obligation which is outstanding in an aggregate principal amount exceeding Cdn. XXXXXX9
(or the equivalent amount in any other currency) when such amount becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace or cure period,
if any, specified in the agreement or instrument relating to such Indebtedness or obligation; or any other event occurs or condition
exists and continues after the applicable grace or cure period, if any, specified in any agreement or instrument relating to any
such Indebtedness or obligation, if its effect is to accelerate such Indebtedness or obligation or any such Indebtedness or obligation
shall be declared to be due and payable prior to its stated maturity, in each case in respect of any of its Indebtedness or obligation
which is outstanding in an aggregate principal amount exceeding Cdn. XXXXXX10 (or
the equivalent amount in any other currency);



 


		(l)	any representation or warranty given by the Borrower in
this Agreement or any other Facility Document shall prove to be
incorrect or misleading;






 


		(m)	the occurrence or existence of any event or circumstance
which has or could reasonably be expected to have a Material Adverse Effect or a Material Project Adverse Effect, in the opinion
of the Lender, in its sole discretion;



 


		(n)	any destruction, suspension or abandonment of the Project
or any part thereof which destruction, suspension or abandonment causes any material reduction in the valuation thereof or material
delay of its development or the achievement of commercial production at the Project;



 


		(o)	final
non-appealable judgments or decrees for the payment of money in excess of Cdn. XXXXXX11 (or
the equivalent amount in any other currency) individually are rendered against the Borrower by courts having jurisdiction, and
such judgments or decrees have not been paid in full by the Borrower within thirty (30) days after such judgments or decrees have
become final non-appealable judgments or decrees;






 


		(p)	any Authorization held by or on behalf of the Borrower
with respect to the Project is surrendered, forfeited, withdrawn, cancelled, refused or rendered void, the loss of which constitutes,
or could reasonably be expected to constitute, a Material Adverse Event or a Project Material Adverse Effect, as the case may
be, or is amended, supplemented, varied or otherwise modified in any respect if such amendment, supplement, variation or modification
constitutes, or could reasonably be expected to constitute, a Material Adverse Event or a Project Material Adverse Effect, as
the case may be;



 


		(q)	the Borrower is disqualified permanently or temporarily
from receiving or continuing to hold an Authorization or whereby the Project may be disqualified permanently or temporarily from
having an Authorization, if such disqualification constitutes, or could reasonably be expected to constitute, a Material Adverse
Event or a Project Material Adverse Effect, as the case may be; or



 





 



9
Deleted specific amounts deemed commercially sensitive and
private and confidential.


10
Deleted specific amounts deemed commercially sensitive and
private and confidential.


11
Deleted specific amounts deemed commercially sensitive and
private and confidential.


 





    	 	-30-	 



     


    




REDACTED


 


		(r)	(i)
                                                                                  any termination of a Material Contract or any Material Contract becomes unenforceable; (ii) any event of default (howsoever
                                                                                  described) or material breach under any Material Contract; or (iii) any Material Contract is assigned without the consent of
                                                                                  the Lender, provided that the occurrence of any event set forth in (i) above will not constitute an Event of Default if the
                                                                                  Borrower obtains a replacement of such Material Contract, in form and substance satisfactory to the Lender, acting
                                                                                  reasonably, including with a replacement party acceptable to the Lender, acting reasonably, that has assumed the
                                                                                  corresponding obligations on terms and conditions not less favourable to the Borrower than those existing in the applicable
                                                                                  Material Contract within 60 days after the occurrence of the relevant event, and provided further that the occurrence of any
                                                                                  event set forth in (ii) above will not constitute an Event of Default if any such event of default or breach has been
                                                                                  remedied within the applicable grace period, if any, specified in the applicable Material Contract, or such longer period as
                                                                                  is acceptable to the Lender in its discretion.





 


Acceleration on Default


 


		8.2	If any Event of Default shall occur and be continuing,
the Lender may (i) by notice to the Borrower, (A) declare its commitment to advance the Facility or any portion thereof to be
terminated, whereupon the same shall forthwith terminate and (B) declare the entire unpaid principal amount of the Facility, all
interest accrued and unpaid thereon and all other fees, charges and costs hereunder to be forthwith due and payable, whereupon
the principal amount of the Facility, all such accrued interest and all other fees, charges and costs hereunder shall become and
be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower, provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to
the Borrower under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada),
the Winding-up and Restructuring Act (Canada) or any other similar such legislation in other jurisdictions, the result
which would otherwise occur only upon giving of notice by the Lender to the Borrower under this Section 8.2, shall occur automatically
without the giving of any such notice; and (ii) whether or not the actions referred to in clause (i) have been taken, (X) exercise
any or all of the Lender’s rights and remedies under the Security Documents, and (Y) proceed to enforce all other rights
and remedies available to the Lender under this Agreement, the Security Documents and Applicable Law.



 


Waiver of Default


 


		8.3	If an Event of Default shall have occurred, the Lender
shall have the power to waive any Event of Default hereunder if, in the Lender’s opinion, the same shall have been cured
or adequate provision made therefor, upon such terms and conditions as the Lender may consider advisable, provided that no delay
or omission of the Lender to exercise any right or power accruing upon any Event of Default shall impair any such right or power
or shall be construed to be a waiver of any such Event of Default or acquiescence therein and provided further that no act or
omission of the Lender shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default hereunder
or the rights resulting therefrom.



 


Enforcement by the Lender


 


		8.4	If an Event of Default shall have occurred, but subject
to Section 8.3 hereof:



 


		(a)	the Lender may in its sole discretion proceed to enforce,
and to instruct any other Person to enforce, the rights of the Lender by any action, suit, remedy or proceeding authorized or
permitted by this Agreement or any of the Security Documents or by law or equity; and may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Lender in any bankruptcy, insolvency,
winding-up or other judicial proceedings relating to the Borrower; and



 




    	 	-31-	 



     


    




REDACTED


 


		(b)	no such remedy for the enforcement of the rights of the
Lender shall be exclusive of or dependent on any other such remedy but any one or more of such remedies may from time to time
be exercised independently or in combination.



 


Application of Moneys


 


		8.5	Except as otherwise provided herein, any moneys arising
from any enforcement hereof or any of the Security Documents or other proceedings against the Borrower pursuant hereto or any
of the Security Documents or from any trustee in bankruptcy or liquidation of any of the Borrower, shall be held by the Lender
and applied by it, together with any moneys then or thereafter in the hands of the Lender available for the purpose, as follows:



 


		(a)	first, in payment or reimbursement to the Lender of the
reasonable remuneration, expenses, disbursements, and advances of the Lender earned, properly incurred or made in the administration
or enforcement of this Agreement and the Security Documents or otherwise in relation to this Agreement and any of the Security
Documents with interest thereon as herein provided;



 


		(b)	second, in or towards payment of all outstanding principal,
interest and fees due under the Facility Documents; and






 


		(c)	third, the surplus (if any) of such moneys shall be paid
to the Borrower or as it may direct.



 


Persons Dealing with Lender


 


		8.6	No Person dealing with the Lender or any of its agents
shall be required to enquire whether an Event of Default has occurred, or whether the powers which the Lender is purporting to
exercise have become exercisable, or whether any moneys remain due under this Agreement, or to see to the application of any moneys
paid to the Lender, and in the absence of fraud on the part of such Person, such dealing shall be deemed to be within the powers
hereby conferred and to be valid and effective accordingly.



 


Lender Appointed Attorney


 


		8.7	The Borrower irrevocably appoints the Lender to be the
attorney of the Borrower in the name and on behalf of the Borrower to execute any instruments and do any things which the Borrower
ought to execute and do, and has not executed or done, under the covenants and provisions contained in this Agreement and generally
to use the name of the Borrower in the exercise of all or any of the powers hereby conferred on the Lender with full powers of
substitution and revocation. Such power of attorney, being coupled with an interest, is irrevocable.



 


Remedies Cumulative


 


		8.8	No remedy herein conferred upon or reserved to the Lender
is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or under any Security Document or now or hereafter existing by law or by statute.



 




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REDACTED


 


ARTICLE 9


NOTICES


 


Notice to the Borrower


 


		9.1	Any notice to the Borrower under the provisions of this
Agreement or any other Facility Document shall be valid and effective if delivered personally, by courier or by email to or, if
given by registered mail, postage prepaid, addressed to, the Borrower at:



 


Suite 1710, 650 West Georgia Street


PO Box 11644


Vancouver, British Columbia


Canada V6B 4N9


Fax: 604 688 2043


 


and shall be deemed to have been given
on the date of personal delivery, when sent by email or when sent by facsimile transmission if so delivered or sent prior to 5:00
pm (Vancouver time) on a Business Day and otherwise on the next Business Day, or on the fifth (5th)
Business Day after such letter has been mailed, as the case may be. The Borrower may from time to time notify the Lender of a change
in address which thereafter, until changed by further notice, shall be the address of the Borrower for all purposes of this Agreement.


 


Notice to the Lender


 


		9.2	Any notice to the Lender under the provisions of this Agreement
shall be valid and effective if delivered personally, by courier or by facsimile transmission to or, if given by registered mail,
postage prepaid, addressed to the Lender at its principal office at:



 


1400 Sixteenth Street, Suite 200


Denver, Colorado


80202 United States of America


Fax: 720 946 1450


 


and shall be deemed to have been given
on the date of delivery personally or by facsimile transmission if so delivered prior to 5:00 p.m. (Denver time) on a Business
Day and otherwise on the next Business Day or on the fifth (5th) Business Day after such letter
has been mailed, as the case may be. The Lender may from time to time notify the Borrower of a change in address which thereafter,
until changed by further notice, shall be the address of the Lender for all purposes of this Agreement.


 


Waiver of Notice


 


		9.3	Any notice provided for in this Agreement may be waived
in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent
of such notice.



 




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REDACTED


 


ARTICLE 10


INDEMNITIES


 


General Indemnity


 


		10.1	The Borrower expressly declares and agrees as follows:



 


		(a)	the Lender, its partners and its and their directors, officers,
employees, and agents, and all of their respective representatives, heirs, successors and assigns (collectively the “Indemnified
Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands,
losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this
Agreement and the other Facility Documents, including, without limitation, those arising out of or related to actions taken or
omitted to be taken by the Lender contemplated hereby, legal fees and disbursements on a solicitor and own client basis and all
costs and expenses incurred in connection with the enforcement of this indemnity, which the Lender may suffer or incur, whether
at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever
made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Lender and including any act,
deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions
of this subsection do not apply in any circumstances where any Indemnified Party was grossly negligent or acted with wilful misconduct
in relation to their obligations hereunder or otherwise in connection with or under this Agreement and the Facility Documents.
This indemnity shall survive the termination of this Agreement or the resignation or termination of the Lender; and



 


		(b)	the Lender may act and rely and shall be protected in acting
and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter,
telegram, cable, facsimile or other paper or electronic document reasonably believed by it to be genuine and to have been signed,
sent or presented by or on behalf of the proper party or parties.



 


Environmental Indemnity


 


		10.2	The Borrower hereby indemnifies and holds harmless the
Indemnified Parties against any loss, expenses, claim, proceedings, judgment, liability or asserted liability (including strict
liability and including costs and expenses of abatement and remediation of spills or releases of contaminants and including liabilities
of the Indemnified Parties to third parties (including governmental agencies) in respect of bodily injuries, property damage,
damage to or impairment of the environment or any other injury or damage and including liabilities of the Indemnified Parties
to third parties for the third parties’ foreseeable and unforeseeable consequential damages) incurred as a result of or
in connection with the administration or enforcement of this Agreement or any other Facility Document, including the exercise
by the Lender of any rights hereunder or under the Security Documents, which result from or relate, directly or indirectly, to:



 


		(a)	the presence or release of any contaminants, by any means
or for any reason, on the Secured Assets, whether or not release or presence of the contaminants was under the control, care or
management of the Borrower or of a previous owner, or of a tenant; or



 




    	 	-34-	 



     


    




REDACTED


 


		(b)	the breach or alleged breach of any Environmental Laws
by the Borrower. The foregoing provisions of this Section do not apply in any circumstances where any Indemnified Party was grossly
negligent or acted with wilful misconduct in relation to their obligations hereunder or otherwise in connection with or under
this Agreement and the Facility Documents. For purposes of this Section, “liability” shall include (a) liability
of an Indemnified Party for costs and expenses of abatement and remediation of spills and releases of contaminants, (b) liability
of an Indemnified Party to a third party to reimburse the third party for bodily injuries, property damages and other injuries
or damages which the third party suffers, including (to the extent, if any, that the Indemnified Party is liable therefor) foreseeable
and unforeseeable consequential damages suffered by the third party, (c) liability of the Indemnified Party for damage suffered
by the third party, (d) liability of an Indemnified Party for damage to or impairment of the environment and (e) liability of
an Indemnified Party for court costs, expenses of alternative dispute resolution proceedings, and fees and disbursements of expert
consultants and legal counsel on a solicitor and client basis.



 


Currency Indemnity


 


		10.3	If, for the purposes of obtaining judgment in any court
in any jurisdiction with respect to this Agreement or any other Facility Document, it becomes necessary to convert into a particular
currency (the “Judgment Currency”) any amount due under this Agreement or under any other Facility Document
in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the
rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange”
means the rate at which the Lender is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance
with its normal practice. In the event that there is a change in the rate of exchange prevailing between the Business Day immediately
preceding the day on which the judgment is given and the date of receipt by the Lender of the amount due, the Borrower shall,
on the date of receipt by the Lender, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount,
if any, as may be necessary to ensure that the amount received by the Lender on such date is the amount in the Judgment Currency
which when converted at the rate of exchange prevailing on the date of receipt by the Lender is the amount then due under this
Agreement or such other Facility Document in the Currency Due. If the amount of the Currency Due which the Lender is so able to
purchase is less than the amount of the Currency Due originally due to it, the Borrower shall indemnify and save the Lender harmless
from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate
and independent from the other obligations contained in this Agreement and the other Facility Documents, shall give rise to a
separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lender from time to time and
shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due
under this Agreement or any other Facility Document or under any judgment or order.



 


Action by Lender to Protect Interests


 


		10.4	The Lender shall have the power to institute and maintain
all and any such actions, suits or proceedings and to take any other action as it may consider necessary or expedient to preserve,
protect or enforce its interests.



 


Waiver of Right to Counsel


 


		10.5	Each of the parties hereto acknowledges, agrees and declares
that it:



 




    	 	-35-	 



     


    




REDACTED


 


		(a)	has had the assistance of legal counsel in preparing, negotiating
and entering into this Agreement and the other Facility Documents;






 


		(b)	has made its own, separate and independent decisions as
to how and when to avail itself of such legal assistance; and



 


		(c)	understands the nature and effect of the Facility Documents
and that it has no obligation to execute the Facility Documents and hereby acknowledges and declares that it does so freely and
voluntarily,



 


and hereby waives all claims, demands,
losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with such
party’s decision to engage or not to engage the assistance of its legal counsel at any time in preparing, negotiating or
entering into this Agreement and the other Facility Documents.


 


ARTICLE 11


MISCELLANEOUS


 


Amendments and Waivers


 


		11.1	No amendment to any provision of the Facility Documents
shall be effective unless it is in writing and has been signed by the Lender and the Borrower, and no waiver of any provision
of any Facility Document, or consent to any departure by the Borrower therefrom, shall be effective unless it is in writing and
has been signed by the Lender. Any such amendment, waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.



 


No Waiver; Remedies Cumulative


 


		11.2	No failure on the part of the Lender to exercise, and no
delay in exercising, any right, remedy, power or privilege under any Facility Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights and remedies under the Facility Documents are cumulative
and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the Lender.



 


Survival


 


		11.3	All covenants, agreements, representations and warranties
made in any Facility Documents shall, except to the extent otherwise provided therein, survive the execution and delivery of this
Agreement and each Advance of the Facility, and shall continue in full force and effect so long as any principal amount of the
Facility remains outstanding or any other Obligations remain unpaid or any obligation to perform any other act hereunder or under
any other Facility Document remains unsatisfied.



 


Benefits of Agreement


 


		11.4	The Facility Documents are entered into for the sole protection
and benefit of the parties hereto and their successors and assigns, and no other Person (other than the Indemnified Persons) shall
be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, any
Facility Document.



 




    	 	-36-	 



     


    




REDACTED


 


Binding Effect; Assignment; Syndication


 


		11.5	This Agreement shall become effective when it shall have
been executed by the parties hereto and thereafter shall be binding upon, inure to the benefit of and be enforceable by the parties
hereto and their respective successors and assigns. The Borrower shall not have the right to assign its rights and obligations
hereunder or under the other Facility Documents or any interest herein or therein without the prior written consent of the Lender,
which may be withheld in the Lender’s sole discretion. The Lender shall have the right to sell, assign, transfer or grant
participations in all or any portion of the Lender’s interests, rights and obligations hereunder and under the other Facility
Documents at any time to any Person, upon notice to, but without the consent of, the Borrower.



 


		11.6	In the event of any sale, assignment or transfer by the
Lender of all of its interests, rights and obligations hereunder and under the other Facility Documents, upon notice thereof to
the Borrower, the assignee shall be deemed the “Lender” for all purposes of the Facility Documents with respect to
the rights and obligations assigned to it, the obligations of the Lender so assigned shall thereupon terminate and the assigning
Lender shall be released from all obligations to the Borrower in respect thereof. The Borrower shall, from time to time upon request
of the Lender, enter into such amendments to the Facility Documents and execute and deliver such other documents as shall be necessary
to effect any such grant or assignment and maintain the perfected security interest created by the Security Documents. The Borrower
acknowledges and agrees that the Lender is authorized to disclose to any lender, assignee or participant hereunder and any prospective
lender, assignee or participant hereunder any and all financial and other information concerning the Borrower, its properties
and assets and the Facility and any other transactions contemplated herein, whether received by the Lender or derivative thereof,
in connection with the Lender’s credit evaluation, internal reporting, or other activities reasonably incidental to the
management or administration of the Facility, including in connection with the enforcement thereof, so long as the recipient thereof
agrees not to disclose any confidential, non-public information to any person other than its employees, accountants, legal counsel
or other representatives, unless required by law.



 


Entire Agreement


 


		11.7	The Facility Documents reflect the entire agreement between
the parties hereto with respect to the matters set forth herein and therein and supersede any prior agreements, commitments, drafts,
communication, discussions and understandings, oral or written, with respect thereto, including but not limited to any term sheet
entered into between any of the parties thereto.



 


Payments Set Aside


 


		11.8	To the extent that any payment by or on behalf of the Borrower
is made to the Lender, or the Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection
with any proceeding under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada)
and the Winding-up and Restructuring Act (Canada) or other Canadian federal, provincial or foreign liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief laws, or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set- off had not
occurred.



 




    	 	-37-	 



     


    




REDACTED


 


Severability


 


		11.9	Whenever possible, each provision of the Facility Documents
shall be interpreted in such manner as to be effective and valid under all Applicable Law. If, however, any provision of any of
the Facility Documents shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to
such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason
it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without
affecting the remaining provisions of such Facility Document, or the validity or effectiveness of such provision in any other
jurisdiction.



 


Counterparts and facsimile


 


		11.10	This Agreement may be executed in counterparts and by electronic
transmission of an authorized signature and each such counterpart shall be deemed to form part of one and the same document.



 


[remainder of page intentionally left blank]


 




    	 	-38-	 



     


    




REDACTED


 


IN WITNESS WHEREOF the
parties hereto have executed this Agreement under the hands of their proper officers duly authorized in that behalf.


 


resource capital fund
vi L.P.

By RESOURCE CAPITAL ASSOCIATES VI L.P.,

its General Partner,

By RCA VI GP LTD.,

its General Partner






	By:	“SIGNED”
	 	Name:
	 	Title:


 


The undersigned hereby acknowledges and agrees to the above terms.


 


CANADIAN ZINC CORPORATION



 


	Per:	“SIGNED”
	 	Authorized Signatory


 


[signature page to the Credit Agreement]


 




    	 	-39-	 



     


    




REDACTED


 


SCHEDULE A SECURITY


DOCUMENTS


 


The Security Documents shall include
a mortgage, charge and security agreement of the Borrower (including security over the tenures and mineral rights of the Borrower
at the Project), pursuant to which the Borrower shall grant to and in favour of the Lender a first priority security interest over
all of its present and after-acquired personal property (including its interests in Paragon Minerals Corporation and Messina Minerals
Inc.), subject only to Permitted Encumbrances.


 




    	 	-40-	 



     


    




REDACTED


 


SCHEDULE 6.1(J)


 


Part A


 


XXXXXX12


 


 






12 Deleted as deemed commercially
sensitive and private and confidential.


 







    	 	-41-