Exhibit 10.2


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


among


 


MCEWEN MINING INC. (as Borrower)


 


and


 


THE LENDERS FROM TIME TO TIME PARTY TO THIS
AGREEMENT (as Lenders)


 


and


 


SPROTT PRIVATE RESOURCE LENDING II (COLLECTOR),
LP (as Administrative Agent)


 


dated as of


 


April 1, 2022


 



     


     


    




 


TABLE OF CONTENTS


 


	Article I
Definitions and Interpretation	1
	Section 1.01	 	Definitions	1
	Section 1.02	 	Interpretation	19
	Section 1.03	 	Construction	21
	Section 1.04	 	Accounting Terms	21
	Section 1.05	 	Currency	21
	Section 1.06	 	Permitted Encumbrances	21
	Section 1.07	 	Knowledge	21
	Section 1.08	 	Business Days	21
	Section 1.09	 	Schedules	22
	Article II
The Credit Facility	23
	Section 2.01	 	Credit Facility	23
	Section 2.02	 	Purpose and Use of the Credit
Facility	23
	Section 2.03	 	Reborrowing	23
	Article III
Term and Repayment	23
	Section 3.01	 	Mandatory Repayment	23
	Section 3.02	 	Mandatory Prepayments	24
	Section 3.03	 	Voluntary Prepayment	24
	Section 3.04	 	Application of Prepayments.	25
	Article IV
Interest and Other Amounts Payable	25
	Section 4.01	 	Interest on Advance	25
	Section 4.02	 	Changes to Applicable Margin	25
	Section 4.03	 	Interest on Overdue Amounts	25
	Section 4.04	 	Calculation and Payment of
Interest	26
	Section 4.05	 	Bonus Interest	27
	Section 4.06	 	Maximum Interest	27
	Article V
Security	28
	Section 5.01	 	Security	28
	Section 5.02	 	Additional Security, Related
Documents and Registration	29
	Section 5.03	 	After-Acquired Property and
Further Assurances	29



 






    


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	Section 5.04	 	New Subsidiaries	30
	Section 5.05	 	Security Charging Real Property	30
	Section 5.06	 	Acknowledgement of Argentine Guarantors	31
	Article VI
Conditions Precedent	31
	Section 6.01	 	Conditions Precedent to Effectiveness of Agreement	31
	Section 6.02	 	Waiver of Conditions Precedent	34
	Article VII
Details Regarding Advance and Payments	34
	Section 7.01	 	[Intentionally Deleted]	34
	Section 7.02	 	[Intentionally Deleted]	34
	Section 7.03	 	[Intentionally Deleted]	34
	Section 7.04	 	Evidence of Indebtedness	34
	Section 7.05	 	Payments by the Borrower	35
	Section 7.06	 	Payments by the Agent	35
	Article VIII
Representations and Warranties	36
	Section 8.01	 	Incorporation and Existence	36
	Section 8.02	 	Power and Capacity; Authorization, Execution and Delivery;
Enforceability	36
	Section 8.03	 	No Breach of Constating Documents, Laws or Contracts	37
	Section 8.04	 	Financial Statements	38
	Section 8.05	 	No Material Adverse Effect	38
	Section 8.06	 	No Litigation	38
	Section 8.07	 	No Default	38
	Section 8.08	 	Ownership of Property	39
	Section 8.09	 	Mining Assets	39
	Section 8.10	 	Environmental Matters	41
	Section 8.11	 	Insurance	42
	Section 8.12	 	Material Contracts	42
	Section 8.13	 	Taxes	42
	Section 8.14	 	Labour Matters	43
	Section 8.15	 	Pension and Benefit Plans	43
	Section 8.16	 	Subsidiaries; Equity Interests	44
	Section 8.17	 	Accuracy of Information	45



 






    


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	Section 8.18	 	Investment Property	45
	Section 8.19	 	Solvency	46
	Section 8.20	 	Sanctions	46
	Section 8.21	 	Anti-Terrorist Financing
and Anti-Money Laundering Laws	46
	Section 8.22	 	Anti-Corruption Laws	47
	Section 8.23	 	U.S. Mining Properties	47
	Section 8.24	 	Nature of Representations
and Warranties	47
	Article IX
Positive Covenants	47
	Section 9.01	 	Payment of Obligations	48
	Section 9.02	 	Maintenance of Existence	48
	Section 9.03	 	Conduct of Business and Maintenance
of Property	48
	Section 9.04	 	Insurance	48
	Section 9.05	 	Performance of Material Contracts	49
	Section 9.06	 	Taxes and Withholdings	49
	Section 9.07	 	Inspection of Property; Books
and Records; Discussions	49
	Section 9.08	 	Environmental Laws	50
	Section 9.09	 	Use of Proceeds	50
	Section 9.10	 	Anti-Terrorist Financing
and Anti-Money Laundering Laws	50
	Section 9.11	 	Anti-Corruption Laws	51
	Section 9.12	 	Sanctions	51
	Section 9.13	 	Pension and Benefit Plans	52
	Section 9.14	 	Bank Accounts	52
	Section 9.15	 	Further Assurances	52
	Article X
Reporting Requirements	53
	Section 10.01	 	Financial Statements	53
	Section 10.02	 	Compliance Certificates;
Other Information	54
	Section 10.03	 	Notices	54
	Article XI
Negative Covenants	55
	Section 11.01	 	Limitation on Debt	55
	Section 11.02	 	Limitation on Encumbrances	55
	Section 11.03	 	Fundamental Change; Nature
of Business	55



 






    


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	Section 11.04	 	Limitations on
Changes to Capital Structure	56
	Section 11.05	 	Limitation on Investments	56
	Section 11.06	 	Limitation on Dispositions	56
	Section 11.07	 	Limitation on Sale and Leasebacks	57
	Section 11.08	 	Limitation on Distributions	57
	Section 11.09	 	Limitation on Related Party
Transactions	58
	Section 11.10	 	Limitations on Plans	58
	Section 11.11	 	Limitations on Unfunded Capital
Expenditures	58
	Section 11.12	 	Limitations on Name Change,
Location of Assets, Jurisdiction of Incorporation and Chief Executive Office	58
	Section 11.13	 	Limitation on Amendments
to Material Contracts	59
	Section 11.14	 	Fiscal Year	59
	Section 11.15	 	Bank Accounts	59
	Section 11.16	 	Limitation on Restrictive
Agreements	59
	Section 11.17	 	Limitation on Hedging Arrangements	59
	Section 11.18	 	Limitation on Royalty, Stream
or Other Arrangements	60
	Section 11.19	 	Limitation on Executive Compensation	60
	Section 11.20	 	Limitation on Bank Accounts	60
	Article XII
Financial Covenants	60
	Section 12.01	 	Working Capital	60
	Section 12.02	 	Minimum Shareholders Equity	61
	Article XIII
Events of Default and Remedies	61
	Section 13.01	 	Events of Default	61
	Section 13.02	 	Remedies Upon an Event of
Default	64
	Section 13.03	 	Saving	65
	Section 13.04	 	Agent May Perform	65
	Section 13.05	 	Right of Set-Off	65
	Section 13.06	 	Application of Payments	66
	Section 13.07	 	Third Parties	67
	Article XIV
The Agent and the Lenders	67
	Section 14.01	 	Appointment and Authority	67
	Section 14.02	 	Rights as a Lender	67



 






    


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	Section 14.03	 	No Fiduciary
Duty and Exculpatory Provisions	68
	Section 14.04	 	Reliance by the Agent	69
	Section 14.05	 	Delegation of Duties	69
	Section 14.06	 	Sharing of Payments by Lenders	69
	Section 14.07	 	Administration of Credits	70
	Section 14.08	 	Indemnification	73
	Section 14.09	 	Replacement of Agent	74
	Section 14.10	 	Non-Reliance on Agent and
Other Lenders	74
	Section 14.11	 	Collective Action of the
Lenders	75
	Section 14.12	 	Defaulting Lenders	75
	Section 14.13	 	Administrative Agent May File Proofs of Claim	76
	Section 14.14	 	Provisions Operative Between
Lenders and Agent Only	77
	Article XV
Change of Circumstance	77
	Section 15.01	 	Change in Law	77
	Section 15.02	 	Taxes	78
	Section 15.03	 	Illegality	81
	Section 15.04	 	Replacement of Lenders	81
	Article XVI
Costs, Expenses and Indemnities	82
	Section 16.01	 	Costs and Expenses	82
	Section 16.02	 	Indemnity by the Borrower	83
	Section 16.03	 	Reimbursement by the Lenders	83
	Section 16.04	 	Funding Indemnity	84
	Section 16.05	 	Waiver of Consequential Damages	84
	Section 16.06	 	Payments	85
	Section 16.07	 	Releases	85
	Article XVII
Successors and Assigns; Assignment and Participation	85
	Section 17.01	 	Successors and Assigns	85
	Section 17.02	 	Assignments by Lenders	85
	Section 17.03	 	Effect of Assignment	87
	Section 17.04	 	Register	87
	Section 17.05	 	Participations	88
	Section 17.06	 	Certain Pledges	88



 






    


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	Article XVIII
Miscellaneous	88
	Section 18.01	 	Notices	88
	Section 18.02	 	Waiver and Cumulative Remedies	89
	Section 18.03	 	Amendments	90
	Section 18.04	 	Judgment Currency	90
	Section 18.05	 	Survival	91
	Section 18.06	 	Counterparts; Effectiveness	91
	Section 18.07	 	Severability	92
	Section 18.08	 	Governing Law; Jurisdiction	92
	Section 18.09	 	Confidentiality	92
	Section 18.10	 	Time of the Essence	93
	Section 18.11	 	Amendment and Restatement	93




 






     


     


    

 


SECOND AMENDED AND RESTATED
CREDIT AGREEMENT


 


This Second Amended and Restated Credit Agreement
is dated as of April 1, 2022


 


BETWEEN:


 


MCEWEN MINING INC.


 


as Borrower


 


- and -


 


THE LENDERS FROM TIME TO TIME PARTY TO
THIS AGREEMENT


 


as Lenders


 


- and -


 


SPROTT PRIVATE RESOURCE LENDING II (COLLECTOR),
LP


 


as Administrative Agent


 


RECITALS


 


WHEREAS,
the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to the amended and restated credit agreement
dated as of June 25, 2020 (the "Original Credit Agreement"), pursuant to which the Lenders provided certain credit
facilities in favour of the Borrower on the terms and conditions set forth in the Original Credit Agreement, which amended and restated
the credit agreement dated as of August 10, 2018, as amended October 28, 2019 (as so amended, the "2018 Credit Agreement");


 


AND
WHEREAS, the parties wish to amend and restate the terms and conditions of the Original Credit Agreement, without novation,
as more particularly set out in this Agreement;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Article I

Definitions and Interpretation


 


Section 1.01     Definitions.
In this Agreement, the following terms shall have the meanings set forth below:


 


"Additional Compensation" is defined
in Section 15.01(b).


 






     


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"Administrative
Agent" and "Agent" mean Sprott Resource Lending II (Collector), LP in its capacity as administrative
agent for the Lenders under this Agreement, and any successor administrative agent appointed in accordance with this Agreement.


 


"Advance" means the extension of
credit under this Agreement (including under the Original Credit Agreement) by way of an advance in United States Dollars which accrues
interest calculated with reference to the Reference Rate.


 


"Affiliate" means, with respect
to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is controlled by, or is under
common Control with, such Person.


 


"Agent's Office" means Suite 2600,
200 Bay Street, Toronto, Ontario, Canada, M5J 2J1 or such other office or branch that the Agent may from time to time designate by notice
in writing to the Borrower and the Agent.


 


"Agreement"
means this amended and restated credit agreement, including all Schedules to this Agreement. In any other Loan Document, the
term "Agreement" means the Loan Document in which the term is used.


 


"Anti-Corruption
Laws" means all Applicable Law of any jurisdiction applicable to the Borrower, the Borrower's Subsidiaries (including,
for certainty, the McEwen Copper Entities), or any Guarantor from time to time concerning or relating to bribery or corruption.


 


"Anti-Terrorist Financing and Anti-Money
Laundering Laws" means all Applicable Law concerning or related to money laundering or financing terrorism and which are applicable
to the Agent, any Lender, any Group Entity, any McEwen Copper Entity or any Affiliate thereof, including, but not limited to, the Proceeds
of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Proceeds of Crime Law (2018 Revision) (Cayman Islands),
the Anti Money Laundering Regulations (2018 Revision) (Cayman Islands), the USA Patriot Act (Title III of Pub L.107-56,
the Bank Secrecy Act (31 U.S. code 5311 et. seq.) and the Trading with the Enemy Act (31 C.F.R, Subtitle B, Chapter V, as amended).


 


"Applicable Law" means: (a) any
domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction of by-law (zoning
or otherwise); (b) any judgment, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice,
request, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent, exemption, waiver, right,
permit or other approval of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term
is used or binding on or affecting the Property of that Person, in each case whether or not having the force of law.


 


"Applicable
Percentage" means with respect to any Lender, the percentage of the total Commitments represented by the Lender's Commitment.
Each Lender's Applicable Percentage of each Credit Facility as of the date of this Agreement is specified on Schedule "A".


 


"Argentine
Guarantors" means any company incorporated under the laws of Argentina that becomes a Guarantor under this Agreement
pursuant to Section 5.04 hereunder.


 






     


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"Asset
Sale" means any Disposition or series of related Dispositions (excluding any such Disposition permitted by Section 11.06)
that yields gross proceeds to any Group Entity (valued at the principal amount thereof in the case of non-cash proceeds consisting of
notes or other debt securities and valued at fair market value in the case of other non-cash proceeds).


 


"Assignment
Agreement" is defined in Section 17.02(c).


 


"Bankruptcy and Insolvency Law"
means the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada), the Canada Business
Corporations Act, the Winding-up and Restructuring Act (Canada), Ley de Concursos y Quiebras No. 24,522 (Argentina),
Title 11 of the United States Code entitled "Bankruptcy", as now and hereafter in effect, or any successor statute and all
other liquidation, winding-up, bankruptcy, assignment for the benefit of creditors, conservatorship, moratorium, receivership, insolvency,
plan of arrangement, reorganization, proposal or similar statutes, laws, rules and regulations of Canada, or any province or territory
thereof, the United States of America or any state or local jurisdiction thereof, or any other applicable jurisdictions, in effect from
time to time.


 


"Benefit Plan" means any employee
benefit plan (other than a Pension Plan) established, contributed to or maintained by or on behalf of the Borrower, any Subsidiary of
the Borrower or any other Group Entity for the benefit of their respective employees or former employees under with the Borrower or any
other Group Entity has, or will have, any liability or contingent liability greater than $1,000,000.


 


"Black Fox Mine" means the Mining
Assets owned by 10393444 Canada Inc. more particularly described in Schedule "J" hereto.


 


"Borrower"
means McEwen Mining Inc., a corporation incorporated under the laws of the state of Colorado, USA.


 


"Business
Day" means any day other than a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario are authorized
or required by law to be closed for business.


 


"Calculation Date" means the last
Business Day of each Fiscal Quarter after the Effective Date.


 


"Capital Expenditures" with respect
to any Person, means the aggregate of all expenditures by such Person for the acquisition or leasing (pursuant to a Capital Lease Obligation)
of fixed or capital assets, software or additions to equipment (including replacements, capitalized repairs and improvements) which are
required to be capitalized under GAAP on the balance sheet of such Person.


 


"Capital Lease Obligation" with
respect to any Person, means any obligation of such Person to pay rent or other amounts under any lease or license of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof, which obligation is required to be classified and accounted
for as a capital lease or a finance lease under GAAP on the balance sheet of such Person and the amount of such obligations shall be
the capitalized amount thereof determined in accordance with GAAP.






     


    - 4 -


    

 



 


"Cash Equivalents" means, as to any Person:


 


		(a)	securities issued or directly and fully guaranteed or insured by the
                                            government of Canada or any agency or instrumentality thereof (provided that the full faith
                                            and credit of the government of Canada is pledged in support thereof) having maturities of
                                            not more than one year from the date of acquisition by such Person;



 


		(b)	term deposits and certificates of deposit of any bank organized under
                                            the laws of Canada or any foreign jurisdiction having capital, surplus and undivided profits
                                            aggregating in excess of $5,000,000,000, having maturities of not more than six months from
                                            the date of acquisition by such Person;



 


		(c)	repurchase obligations with a term of not more than 90 days for underlying
                                            securities of the types described in (a) entered into with any bank meeting the qualifications
                                            specified in (b);



 


		(d)	commercial paper issued by any issuer rated at least A-1 by S&P
                                            or at least P-1 by Moody's (or carrying an equivalent rating by a nationally recognized rating
                                            agency if both of the two named rating agencies cease publishing ratings of commercial paper
                                            issuers generally), and in each case maturing not more than six months after the date of
                                            acquisition by such Person; or



 


		(e)	investments in money market funds substantially all of whose assets
                                            are comprised of securities of the types described in (a) through (d) above.



 


"Change in Law" means the occurrence,
after the date of this Agreement, of any of the following: (a) the phase-in, adoption or taking effect of any Applicable Law; (b) any
change in any Applicable Law or in its administration, interpretation, implementation or application by any Governmental Authority.


 


"Change of Control" means


 


		(a)	an event whereby any Person or group of persons acting jointly or
                                            in concert (within the meaning of such phrase in the Securities Act (Ontario)):



 


		(i)	shall beneficially own or Control, directly or indirectly, Equity Interests
                                            in the capital of the Borrower which have or represent more than 50% of the votes that may
                                            be cast to elect the directors or other persons charged with the management and direction
                                            of the Borrower; or






 


		(ii)	succeed in having a sufficient number of nominees elected to the board
                                            of directors of the Borrower that such nominees, when added to any existing director remaining
                                            on the board of directors of the Borrower after such election who is also a nominee of such
                                            Person or group of Persons, will constitute a majority of the board of directors of the Borrower;
                                            or



 


		(b)	any sale lease exchange or other transfer (in one transaction or a
                                            series of multiple transactions) of all or substantially all of the assets of the Borrower
                                            and its Subsidiaries (other than to the Borrower or a Subsidiary thereof).



 






     


    - 5 -


    

 


"Commitment" means, for each Lender, from time to
time, the Lender's Facility Commitment, where the context requires, the maximum amount of the Advance that the Lender has agreed to make
with respect to the Credit Facility. Each Lender's Commitment may change from time to time pursuant to the terms hereof.


 


"Compliance Certificate" means a certificate in the
form of Schedule "F" hereto that is signed by a Responsible Officer of the Borrower and delivered to the Agent pursuant to
Section 10.02(a).


 


"Controlled Group" means an entity, whether or not
incorporated, which is under common control with a Group Entity within the meaning of Section 4001 of ERISA or is part of a group
that includes a Group Entity and that is treated as a single employer under Section 414 of the Internal Revenue Code.


 


"Consolidated Working Capital" at any date, means
the difference between:


 


		(a)	all amounts that would, in conformity with GAAP, be classified on
                                            a consolidated balance sheet of the Borrower as current assets of the Borrower and its Subsidiaries
                                            on such date; and



 


		(b)	all (i) Debt of the Borrower and its Subsidiaries that, by its
                                            terms, is payable on demand or matures within one year after the date of determination (excluding
                                            Debt under the Credit Facility and any Debt renewable or extendible, at the option of the
                                            Borrower or its Subsidiary, to a date more than one year from such date or arising under
                                            a revolving credit or similar agreement that obligates the lender or lenders to extend credit
                                            during a period of more than one year from such date), and (ii) other items (including
                                            taxes accrued as estimated and trade payables otherwise excluded from (b) of the definition
                                            of Debt) that, in accordance with GAAP, would be classified on the balance sheet of such
                                            Person as current liabilities of such Person, in each case calculated on a consolidated basis.



 


"Contractual Obligation" of any Person, means any
obligation or liability of such person under any agreement, franchise, lease, security, easement, servitude, privilege and other rights
(other than Permits) acquired from others, to which such Person is a party or by which it or any of its Property is bound or may hereafter
become a party or be bound, other than the Obligations.


 


"Control"
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of a Person, whether through the ability to exercise voting power, by contract or otherwise; "controlling" and "controlled"
have corresponding meanings.


 


"Credit Facility" is defined in Section 2.01(a).


 


"Credit
Facility Maturity Date" means March 31, 2025 which is fifty seven (57) months from the Effective Date under the
Original Credit Agreement.


 


"Debt" of any Person at any date, without duplication,
means:


 


		(a)	all indebtedness of such Person for borrowed money;



 






     


    - 6 -


    

 


		(b)	all obligations of such Person for the deferred purchase price of
                                            property or services (other than (i) trade payables and accrued expenses incurred in
                                            the ordinary course of business and not past due for more than ninety (90) days after the
                                            date on which each such trade payable or account payable was created, and (ii) any earn-out,
                                            purchase price adjustment or similar obligation until such obligation appears in the liabilities
                                            section of the balance sheet of such Person);



 


		(c)	all obligations of such Person evidenced by notes, bonds, debentures
                                            or other similar instruments;



 


		(d)	all indebtedness created or arising under any conditional sale or
                                            other title retention agreement with respect to property acquired by such Person (even though
                                            the rights and remedies of the seller or lender under such agreement in the Event of Default
                                            are limited to repossession or sale of such property);



 


		(e)	all obligations of such Person to purchase, redeem, retire, defease
                                            or otherwise make any payment in respect of any Equity Interests in such Person or any other
                                            Person or any warrants, rights or options to acquire such Equity Interests, valued, in the
                                            case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation
                                            preference plus accrued and unpaid dividends;



 


		(f)	all obligations of such Person, contingent or otherwise, as an account
                                            party or applicant under acceptance, letter of credit or similar facilities in respect of
                                            obligations of the kind referred to in (a) through (e);






 


		(g)	all Guarantee Obligations of such Person in respect of obligations
                                            of the kind referred to in (a) through (f);



 


		(h)	all obligations of the kind referred to in (a) through (g) secured
                                            by (or which the holder of such obligation has an existing right, contingent or otherwise,
                                            to be secured by) any Encumbrance on property (including accounts and contract rights) owned
                                            by such Person, whether or not such Person has assumed or become liable for the payment of
                                            such obligation;



 


		(i)	for the purposes of Section 13.01(e) only, all net obligations
                                            of such Person in respect of Hedging Arrangements valued on any date at the Hedge Termination
                                            Value thereof as of such date; and



 


		(j)	all debt of any partnership, unlimited liability company or unincorporated
                                            joint venture in which such Person is a general partner, member or a joint venturer, respectively
                                            (unless such Debt is expressly made non-recourse to such Person).



 


"Default" means any of the events specified in Section 13.01
which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both, would, unless cured or waived,
become an Event of Default.


 






     


    - 7 -


    

 


"Default Rate" means 15% per annum.


 


"Defaulting
Lender" means any Lender that has, or has a direct or indirect parent company: (i) that has become the subject of
a bankruptcy or insolvency proceeding under any Bankruptcy and Insolvency Laws; or (ii) for which an interim receiver, receiver,
receiver manager, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or assets has been appointed.


 


"Disclosed Litigation" is defined in Section 8.06.


 


"Disposition" or "Dispose" means
the sale, transfer, license, lease or other disposition (whether in one transaction or in a series of transactions, and including any
sale and leaseback transaction) of any property (including any Equity Interests) by any Person (or the granting of any option or other
right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith.


 


"Distributions"
is defined in Section 11.08.


 


"Effective Date" means April 1, 2022 or such
other date as shall be agreed upon in writing by the Agent, on behalf of the Lenders, and the Borrower.


 


"El Gallo Mine" means the El Gallo 1 mine in the
municipality of Mocorito, State of Sinaloa, Mexico.


 


"Eligible Assignee" means any Person (other than
a natural person, any Loan Party or Affiliate of a Loan Party, any Defaulting Lender or Affiliate of a Defaulting Lender or any Person
who would be a Defaulting Lender upon becoming a Lender) in respect of which (a) all consents required under Section 17.02
have been obtained and (b) is a Canadian resident for tax purposes.


 


"Encumbrance" means:


 


		(a)	any security interest, mortgage, debenture, pledge, hypothecation,
                                            assignment (as security), deposit arrangement, lien (statutory or other), charge, consignment,
                                            deed of trust, encumbrance, royalty interest, adverse claim, defect of title, or other security
                                            agreement or trust;



 


		(b)	the interest of a vendor or a lessor under any conditional sale agreement,
                                            capital or financial lease, or title retention agreement having substantially the same economic
                                            effect as any of the foregoing, relating to any Property;



 


		(c)	any purchase option, call or similar right of a third party in respect
                                            of securities;



 


		(d)	any netting or set-off arrangement (except one arising by operation
                                            of law in the ordinary course), defeasance arrangement or reciprocal fee arrangement; and



 


		(e)	any other arrangement having the effect of providing security,



 


and "Encumbrances", and "Encumbered" shall have
corresponding meanings.


 






     


    - 8 -


    

 


"Environmental Claim" means any Governmental Order,
action, suit, demand, demand letter, claim, notice of violation or non-compliance, notice of liability or potential liability, investigation,
proceeding, lien, fine, penalty, consent order or consent agreement by or from any Person alleging liability of whatever kind or nature
(including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal
or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification
and injunctive relief) arising out of, based on, or resulting from: (a) the presence, release of, or exposure to, any Hazardous
Material; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any permit, letter, clearance,
consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant
to Environmental Law.


 





"Environmental Law" means any Applicable Law, and
any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof)
or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient
air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management,
manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing,
production, disposal or remediation of any Hazardous Material. Without limiting the foregoing, the term "Environmental Law"
includes the following (including their respective regulations and any comparable provincial or territorial legislation): Canadian
Environmental Protection Act, 1999 (Canada); Environmental Protection Act (Ontario); Occupational Health and Safety Act
(Ontario); Ontario Water Resources Act (Ontario);Pesticides Act (Ontario), the Argentine Mining Code - Law
No. 1919 and all relevant environmental federal laws, and provincial and municipal regulations (Argentina) and the Resource
Conservation and Recovery Act, as now or hereafter amended (42 U.S.C. §6901 et. seq.); the Clean Air Act, as now or hereafter
amended (42 U.S.C. §7401 et. seq.); the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
now or hereafter amended (42 U.S.C. §9601 et. seq.); the Emergency Planning and Community Right-to-Know Act of 1986, as now
or hereafter amended (42 U.S.C. §11001 et. seq.); the Federal Hazardous Substances Act, as now or hereafter amended (15 U.S.C.
 §1261 et. seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as now or hereafter amended (7 U.S.C. §136
et. seq.); the Federal Water Pollution Control Act, as now or hereafter amended (33 U.S.C. §1251 et. seq.); the Hazardous
Materials Transportation Act, as now or hereafter amended (49 U.S.C. §1801 et. seq.); the Occupational Safety and Health
Act of 1970, as now or hereafter amended (29 U.S.C. §651 et. seq.); the Toxic Substances Control Act, as now or hereafter
amended (15 U.S.C. §2601 et. seq.);


 


"Equity Interests" means any and all shares, interests,
participations or other equivalents (however designated) of shares in a corporation or an exempted company, any and all equivalent ownership
(or profit) interests in a Person (including partnership, membership or trust interests therein), securities convertible into or exchangeable
for shares of capital stock of (or other ownership or profit interests in) such Person, and any and all warrants, rights or options to
purchase any of the foregoing, whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests
are authorized or otherwise existing on any date of determination.


 


"ERISA" means the US Employee Retirement Income Security
Act of 1974 (or any successor legislation thereto) and the regulations promulgated and rulings issued thereunder.


 






     


    - 9 -


    

 


"ERISA Affiliate" means each person (as defined in
Section 3(9) of ERISA) that is a member of a Controlled Group of any Group Entity.


 


"Evanachan Promissory Note" means the subordinated
promissory note in the amount of $15,000,000, granted by the Borrower in favour of Evanachan Limited bearing interest at a rate equal
to 8% per annum and with a maturity date of September 30, 2025.


 


"Event of Default" is defined in Section 13.01.


 


"Excluded Assets" means more than 65% of the voting
equity interests of each of McEwen Mining Alberta ULC and Compania Minera Pangea S.A. de C.V., so long as the foregoing remain controlled
foreign corporations for U.S. tax purposes and to the extent that a pledge of the voting equity interests of such entities would result
in a material adverse tax consequence to the Group Entities, taken as a whole.


 


"Excluded Taxes" means, with respect to the Agent,
any Lender or any other recipient of any payment to be made by, or on account of any obligation of, a Group Entity under any Loan Document:


 


		(a)	Taxes imposed on or measured by its net income or capital, and franchise
                                            taxes imposed on such recipient, by the jurisdiction (or any political subdivision thereof)
                                            under the laws of which (i) such recipient is organized, (ii) such recipient's
                                            principal office is located, or (iii) in the case of any Lender, in which its lending
                                            office is located;



 


		(b)	any branch profits Taxes or any similar Tax imposed by any jurisdiction
                                            in which a Lender is located; and



 


		(c)	in the case of a Foreign Lender (other than (x) an assignee pursuant
                                            to a request by the Borrower under Section 15.04, or (y) an assignee pursuant to
                                            an Assignment Agreement made when an Event of Default has occurred and is continuing), any
                                            withholding Tax (which includes any Tax that a Foreign Lender is required to pay pursuant
                                            to Part XIII of the Income Tax Act (Canada) or any successor provision thereto)
                                            that is required by Applicable Law on the date such Foreign Lender becomes a party hereto
                                            (or designates a new lending office) to be withheld or paid in respect of any amount payable
                                            hereunder or under any other Loan Document to such Foreign Lender or is attributable to such
                                            Foreign Lender's failure or inability (other than as a result of a Change in Law) to comply
                                            with Section 15.02(f) and (g) except to the extent that such Foreign Lender
                                            (or its assignor, if any) was entitled, at the time of designation of a new lending office
                                            (or assignment), to receive additional amounts from a Group Entity with respect to such withholding
                                            Tax pursuant to Section 15.02.



 


"Facility Commitment" means, for
each Lender, from time to time, the obligation of such Lender to provide the Advance to the Borrower under the Credit Facility in a principal
amount not to exceed such Lender's Commitment as set out in Schedule "A", as the same may be changed from time to time pursuant
to the terms hereof.


 


"Facility
Limit" is defined in Section 2.01(a).


 






     


    - 10 -


    

 


"FATCA
Withholding Tax" means any United States federal withholding tax imposed or collected pursuant to sections 1471 through
1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code, or any fiscal or regulatory legislation,
rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of those
sections of the Code.


 


"Fiscal Quarter" means each successive three-month
period of the Borrower's fiscal year ending on March 31, June 30, September 30 and December 31.


 


"Fiscal Year" means the fiscal year-end of the Borrower
ending on December 31 of each calendar year.


 


"Foreign Lender" means any Lender that is not organized
under the laws of the jurisdiction in which the Borrower is resident for Tax purposes and that is not otherwise considered or deemed
in respect of any amount payable to it hereunder or under any Loan Document to be resident for income tax or withholding tax purposes
in the jurisdiction in which the Borrower is resident for tax purposes by application of the laws of that jurisdiction. For purposes
of this definition, Canada and each Province and Territory thereof shall be deemed to constitute a single jurisdiction and the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.


 


"GAAP" means generally accepted accounting principles
which are in effect from time to time in United States of America, as adopted by the SEC and published by the Financial Accounting Standards
Board or any successor body.


 


"Gold Bar Asset" means the Mining Assets owned or
leased by Golden Pick LLC, WKGUS LLC, and McEwen Mining Nevada Inc. more particularly described in Schedule "J" hereto.


 


"Governmental Authority" means the government of
Canada or of any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government, including any supra-national bodies such as the European Union
or the European Central Bank and including a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority
or agency.


 


"Governmental Order" means any order, writ, judgment,
injunction, decree, stipulation, determination or award made, issued, proclaimed, entered by or with any Governmental Authority.


 


"Group Entity" means, collectively, the Borrower,
each other Loan Party and each Subsidiary of any of the foregoing; provided that, for the purposes of this Agreement, neither McEwen
Copper Inc. nor any of its Subsidiaries shall be considered Group Entities.


 






     


    - 11 -


    

 


"Guarantee Obligation" as to any Person, means any:
(a) obligation, contingent or otherwise, of such Person guaranteeing or having the effect of guaranteeing any Debt or other obligation
payable or performable by another Person (the "primary obligor") in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Debt or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee
in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii) to maintain working
capital, equity capital, net worth or solvency or liquidity or any level of income or cash flow of the primary obligor so as to enable
the primary obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the
obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part); or (b) Encumbrance on any assets of such Person securing any Debt or other obligation of
any other Person, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of any
holder of such Debt to obtain any such Encumbrance). The amount of any Guarantee Obligation shall be deemed to be an amount equal to
the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing
Person in good faith.


 


"Guarantors" means, collectively, each of the guarantors
of the Obligations as at the date of this Agreement or who become guarantors of the Obligations in accordance with Section 5.01
or Section 5.04 of this Agreement. As at the date of this Agreement, the Guarantors are those entities set out on Schedule "H"
hereto.


 


"Hazardous Materials" means: (a) any gasoline,
petroleum or petroleum products or by-products, radioactive materials, friable asbestos or asbestos-containing materials, urea-formaldehyde
insulation, polychlorinated biphenyls and radon gas; and (b) any other chemicals, materials or substances designated, classified
or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.


 


"Hedge Termination Value" in respect of any one or
more Hedging Arrangements, means after taking into account the effect of any legally enforceable netting agreement relating to such Hedging
Arrangements:


 


		(a)	for any date on or after the date such Hedging Arrangements have been
                                            closed out and termination values determined in accordance therewith, such termination values;
                                            and



 


		(b)	for any date prior to the date referenced in (a), the amounts determined
                                            by the Agent as the mark-to-market values for such Hedging Arrangements, as determined based
                                            upon one or more mid-market or other readily available quotations provided by any recognized
                                            dealer in such Hedging Arrangements (which may include a Lender or any Affiliate of a Lender).



 


"Hedging Arrangement" means, for any period and for
any Person, any arrangement, transaction or combination of transactions between such Person and any other Person commonly considered
to be a derivative, swap or hedging transaction, including interest rate swaps, basis swaps, forward interest rate transactions, commodity
swaps, interest rate options, forward foreign exchange transactions, cap, floor and collar transactions, currency swaps, cross-currency
interest rate swaps, currency options and any other similar transaction (including any option with respect to any of such transactions
or arrangements and any swap or derivative related to any index).


 






     


    - 12 -


    

 


"Indemnified Taxes" means: (a) Taxes, other
than Excluded Taxes, imposed on or with respect to any payment made by, or on account of, any Group Entity under any Loan Document; and
(b) to the extent not otherwise described in (a), any and all present or future stamp, court, recording, filing, intangible, documentary
or similar Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any
other Loan Document or from the execution, delivery or enforcement or registration of, or performance under, or from the receipt or perfection
of a security interest under or otherwise with respect to this Agreement or any other Loan Document (other than Excluded Taxes imposed
with respect to an assignment).


 


"Investments" is defined in Section 11.05.


 


"Lenders"
means each of the Persons listed on Schedule "A" and other lenders that from time to time become Lenders in accordance
with Article XVII, and "Lender" means any one of the Lenders.


 


"Loan Documents" means, collectively, this Agreement,
the Security Documents, those certain environmental indemnity agreements and all other agreements, documents, certificates and instruments
executed and delivered to the Agent and the Lenders, or any of them, by any Loan Party or any other Group Entity in connection therewith.


 


"Loan Parties" means, collectively, the Borrower
and each Guarantor, and "Loan Party" means any one of the Loan Parties, as applicable.


 


"Material Adverse Effect" means any matter, event
or circumstance that, individually or in the aggregate could, in the opinion of the Agent, acting reasonably, be expected to have a material
adverse effect on: (a) the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or
otherwise) or prospects of the Borrower, individually, or the Borrower and its Subsidiaries and the Guarantors taken as a whole; (b) the
validity or enforceability of this Agreement or any Loan Document; (c) the perfection or priority of any Encumbrance granted by
the Borrower, any Guarantor or any other Person pursuant to the Security Documents or any other Loan Document; (d) the rights or
remedies of the Agent and the Lenders under this Agreement or any other Loan Document; or (e) the ability of any Loan Party or any
other Group Entity to perform any of its material obligations under this Agreement or any other Loan Document to which it is a party.


 


"Material Contract" means, with respect to any Person,
each contract to which such Person is a party and which:


 


		(a)	is listed on Schedule "M";



 


		(b)	involves aggregate remaining consideration payable by or to such Person
                                            in excess of $5,000,000 annually or $5,000,000 over the life of the contract;



 


		(c)	if terminated, would impair the ability of such Person to carry on
                                            business in the ordinary course or would have a Material Adverse Effect; or



 


		(d)	is otherwise material to the business, condition (financial or otherwise),
                                            operations, performance, properties or prospects of such Person.



 






     


    - 13 -


    

 


"McEwen Copper Entities" means McEwen Copper Inc.
and its Subsidiaries (including, for greater certainty, NPGUS LLC).


 


"Mining Assets" means any fee lands, mining claims,
mining concessions, leases, licenses or other like rights, all permits, government consents, concessions, water rights, easements, surface
rights, subsurface rights, rights of way, property rights, temporary occupation agreements and other, including, but not limited to,
all Operating Mines and the Gold Bar Asset, but excluding, for greater certainty, the Los Azules Property and the Elder Creek Property.


 


"Moody's" means Moody's Investors Service, Inc.
and any successor thereto.


 


"Net Cash Proceeds" means in connection with any
Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds actually
received from deferred payments of principal pursuant to a note, a receivable or otherwise), net of legal fees, accountants' fees, investment
banking fees, amounts required to be reserved for indemnification, adjustment of purchase price or similar obligations pursuant to the
agreements governing such Asset Sale, amounts required to be applied to the repayment of Debt secured by an Encumbrance expressly permitted
hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Encumbrance created pursuant to a Loan
Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated
to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements).


 


"Obligations" means, collectively and at any time
and from time to time, all of the indebtedness, liability and obligations (present or future, absolute or contingent, matured or not)
of the Borrower and the other Loan Parties and Group Entities to the Agent and the Lenders under, pursuant or relating to this Agreement,
the Credit Facility or the Loan Documents and whether the same are from time to time reduced and thereafter increased or entirely extinguished
and thereafter incurred again and including all principal, interest, fees, legal and other costs, charges and expenses, and other amounts
payable by the Borrower under this Agreement.


 


"Operating Mine" means the San Jose Mine and the
Black Fox Mine, and each mine that becomes operational after the date of this Agreement.





 


"Other Taxes" means all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any
other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan
Document.


 


"Participant" is defined in Section 17.05.


 


"Pension and Benefit Laws" means the Pension Benefits
Act (Ontario) and other applicable provincial or federal pension benefits standards legislation, the Employee Retirement Income
Security Act of 1974 (USA), the United States Pension Protection Act of 2006, as amended and any other law, rule, regulation, guideline,
directive, order or notice of any Governmental Authority having jurisdiction over or affecting any Pension Plan or Benefit Plan.


 






     


    - 14 -


    

 


"Pension Plan" means any pension, retirement or supplemental
retirement benefit plans, arrangements or agreements, including any defined benefit or defined contribution pension plans and any group
registered retirement savings plans and any other similar employee benefit plans, arrangements or agreements, whether oral or written,
formal or informal, funded or unfunded, that are, in each case, sponsored, contributed to, or maintained by the Borrower, any Subsidiary
of the Borrower or any other Group Entity providing for retirement income for the benefit of any such party's employees, former employees,
dependants or beneficiaries of either of them, whether or not funded or insured.


 


"Permits" means permits, franchises, licences, qualifications,
authorizations, consents, certificates, registrations, exemptions, waivers, filings, grants, notifications, privileges, rights, orders,
judgments, rulings, directives and other approvals obtained from, or required by, a Governmental Authority.


 


"Permitted Acquisitions" means the purchase or acquisition
(whether in one or a series of related transactions) by any Person of: (a) more than 50% of the Equity Interests with ordinary voting
power of another Person; or (b) all or substantially all of the Property (other than Equity Interests) of another Person or a division
or line of business or business unit of another Person, whether or not involving a merger or consolidation with such Person; provided
that, (i) at the time thereof and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing
or would result from such acquisition or purchase, (ii) the property being acquired is of a Person carrying on a business which
is the same as or related to the business carried on by the Group Entity (or if an asset acquisition, is of assets used or useful in
a business which is the same as or related to the business carried on by the Group Entity), (iii) the consideration paid by the
Group Entities is solely Equity Interests of the Borrower, (iv) not less than five Business Days prior to the consummation of such
proposed acquisition, the Borrower shall deliver to the Agent, a certificate of a Responsible Officer of the Borrower setting forth in
reasonable detail calculations demonstrating compliance with the condition set forth in (ii), (v) the assets or the Equity Interests
are subject or will be subject to the terms of the Security Documents in accordance with the requirements of this Agreement, (vi) where
such acquisition is an acquisition of Equity Interest of any Person, such Person is organized under the laws of a Permitted Jurisdiction
and (vii) if such acquisition is not an acquisition of Equity Interests of any Person, the assets being acquired are located exclusively
in one or more Permitted Jurisdictions.


 


"Permitted Debt" means:


 


		(a)	the Obligations;



 


		(b)	Debt listed on Schedule "R" hereto;



 


		(c)	Debt in connection with Permitted Royalties;



 


		(d)	unsecured Debt of (i) the Borrower owed to any Loan Party, and
                                            (ii) any Loan Party owed to the Borrower or any other Loan Party, provided that,
                                            in each case, the Debt is subject to a subordination agreement in form and substance satisfactory
                                            to the Agent, acting reasonably;



 


		(e)	Purchase-Money Obligations secured by a Permitted Encumbrance; provided
                                            that, (i) such Debt is incurred simultaneously with the acquisition of the financed
                                            asset, (ii) such Debt, when incurred, shall not exceed the purchase price of the asset
                                            financed, and (iii) the aggregate principal amount of Debt permitted by this Section (e) shall
                                            not exceed $20,000,000 in the aggregate at any time outstanding;



 






     


    - 15 -


    

 


		(f)	Debt consisting of reimbursement obligations with respect to letters
                                            of credit and bank guarantees incurred in the ordinary course of business;



 


		(g)	Debt pursuant to Hedging Arrangements not prohibited by Section 11.17
                                            of this Agreement;



 


		(h)	Debt representing deferred compensation to employees, directors or
                                            consultants incurred in the ordinary course of business;



 


		(i)	Debt in connection with corporate credit cards incurred in the ordinary
                                            course of business not to exceed $300,000 in aggregate at any time outstanding;



 


		(j)	Debt in connection with performance bonds, bid bonds, appeal bonds,
                                            surety bonds and completion bonds and similar obligations arising in the ordinary course
                                            of business;



 





		(k)	unsecured Debt of any Person that becomes a Subsidiary after the date
                                            hereof; provided that, (i) such Debt exists at the time such Person becomes a
                                            Subsidiary and is not created in contemplation of, or in connection with, such Person becoming
                                            a Subsidiary, (ii) the Subsidiary becomes a Loan Party in accordance with the provisions
                                            of this Agreement and (iii) the Debt is subject to a subordination agreement in form
                                            and substance satisfactory to the Agent, acting reasonably;



 


		(l)	Debt in connection with reclamation obligations of the Loan Parties
                                            required by Applicable Law;



 


		(m)	Guarantee Obligations incurred in the ordinary
                                            course of business by any Loan Party of obligations of any other Loan Party that are permitted
                                            under this Agreement;



 


		(n)	Debt in respect of the Evanachan Promissory Note; and



 


		(o)	any other Debt of the Loan Parties permitted in writing by the Agent,
                                            acting on instructions of the Required Lenders.



 


"Permitted Encumbrances" means:


 


		(a)	Encumbrances existing on the Effective Date as set out on Schedule
                                            "U" hereto (which do not include: those Encumbrances described in subsection (b) hereto);



 


		(b)	Encumbrances listed on: Schedule "B" of the title insurance
                                            policies to the extent that same are acceptable to the Agent or that are insured over by
                                            the title policies and title opinions which are acceptable to the Agent, which shall be delivered
                                            by the applicable Loan Parties to the Agent as a condition precedent to any Advance, provided
                                            none of the foregoing secure Debt other than Permitted Debt;



 






     


    - 16 -


    

 


		(c)	Encumbrances created pursuant to, or arising under, any Loan Document;



 


		(d)	Encumbrances imposed by law for Taxes, assessments or governmental
                                            charges or levies not yet due or which are being contested in good faith and by appropriate
                                            proceedings diligently conducted if adequate reserves with respect thereto are maintained
                                            in accordance with GAAP on the books of the applicable Person;



 


		(e)	construction, repair and storage liens and other similar Encumbrances
                                            imposed by law, arising in the ordinary course of business and securing obligations that
                                            are not overdue by more than forty-five (45) days or that are being contested in good faith
                                            and by appropriate proceedings diligently conducted;



 


		(f)	Encumbrances arising in connection with workers' compensation, employment
                                            insurance, pension and employment or other social security laws or regulations in respect
                                            of amounts which are not due or delinquent;



 


		(g)	pledges and deposits made in good faith and in the ordinary course
                                            of business (i) in connection with offers, tenders, leases or contracts (excluding,
                                            however, contracts for the borrowing of money or the repayment of money borrowed), or (ii) to
                                            secure surety or appeal bonds or the costs of litigation when required by law, not to exceed
                                            $20,000,000 at any one time outstanding;



 


		(h)	Encumbrances securing Purchase-Money Obligations
                                            which constitute Permitted Debt; provided that, (i) such Encumbrances and the
                                            Debt secured thereby are incurred simultaneously with the acquisition of the acquired asset,
                                            and (ii) the amount of Debt initially secured thereby is not more than 100% of the purchase
                                            price of such asset;



 


		(i)	all permits, easements, rights-of-way, zoning
                                            restrictions, licenses, reservations and other surface agreements that do not materially
                                            interfere with the operations of the Group Entities' Property which do not in the aggregate
                                            materially detract from the value of such Property;



 


		(j)	security to secure obligations permitted by subsection (f) or
                                            (i) of the definition of Permitted Debt as well as (j) or (l) of the definition
                                            of Permitted Debt, provided that the Group Entity and/or the Borrower, as applicable, enter
                                            into a subordination agreement in form and substance satisfactory to the Agent, acting reasonably;



 


		(k)	royalties on the productions or profits from mining provided such
                                            royalties are Permitted Royalties;



 


		(l)	Encumbrances on minerals or the proceeds of sale of such minerals
                                            arising or granted pursuant to a processing or refining arrangement entered into in the ordinary
                                            course of business, securing a Group Entity’s portion of the fees, costs and expenses
                                            attributable to the processing of such minerals under any such processing or refining arrangement;



 






     


    - 17 -


    

 


		(m)	reservations and exceptions contained in or implied by statue in the
                                            original disposition from the Crown and grants made by the Crown of interests so reserved
                                            that do not materially interfere with the operations of the Group Entities' Property; and



 


		(n)	security given in the ordinary course of business by a Group Entity
                                            to a public utility or any municipality or governmental or public authority in connection
                                            with operations of the Group Entity other than in connection with borrowed money.



 





"Permitted Jurisdiction" means any country (i) within
South America or North America (or any state or province thereof and including, for certainty, Central America) other than Bolivia or
Venezuela, (ii) the United Kingdom and other members of the European Union that are rated at least "A" by S&P and
(iii) the Cayman Islands, Barbados, Australia and Ireland.


 


"Permitted Royalties" means royalties on the production
or profits from mining, to the extent:


 


		(a)	arising pursuant to a royalty arrangement on a property that existed
                                            prior to such property being acquired by the Borrower or a Subsidiary;



 


		(b)	arising as partial payment by the Borrower or a Subsidiary of the
                                            purchase price for the acquisition of Property, provided that such acquisition is permitted
                                            under this Agreement; and



 


		(c)	listed on Schedule "S" hereto.



 


"Person" means a natural person, corporation, company,
body corporate, partnership, joint venture, Governmental Authority, unincorporated organization, trust, association, estate or other
entity.


 


"Premises"
is defined in Section 8.10(a).


 


"Prepayment Interest" is defined in Section 3.03.


 


"Principal Repayment" is defined in Section 3.01.


 


"Property" means, with respect to any Person, any
or all of its present and future undertaking, property and assets, whether tangible or intangible, real or personal and includes Contractual
Obligations, rights under Permits and any mining rights, mining leases, mineral leases and any other mining or mineral rights, claims
or interest whether personal property, real property or otherwise including, for avoidance of doubt, any personal property, real property
or otherwise relating to the Mining Assets, Operating Mines and the Gold Bar Asset.


 


"Purchase-Money Obligation" means any secured Debt
of a Loan Party that is created or assumed to finance any part of the purchase price of real or tangible personal property, and including
any extensions, renewals or refunding of any such Debt; provided that, the principal amount of such obligation outstanding on
the date of such extension, renewal or refunding is not increased and the Encumbrance given in respect of such Debt shall not extend
to any asset other than the property acquired in connection with which such Debt was created or assumed, and any proceeds thereof and
fixed improvements, if any, erected or constructed thereon.


 






     


    - 18 -


    

 


"Recovery Event" means any settlement of, or payment
to, any Group Entity in respect of any property or casualty insurance claim relating to any Property of a Group Entity.


 


"Reference Rate" means 9.75% per annum.


 


"Register"
is defined in Section 17.04.


 


"Related Parties" with respect to any Person, means
such Person's Affiliates and the directors, officers, employees, partners, agents, trustees, administrators, managers, advisors and representatives
of such Person and its Affiliates.


 


"Required
Lenders" means Sprott Resource Lending II (Collector), LP, and any Lender that becomes assignee of the foregoing in accordance
with the terms of this Agreement. The portion of the Commitment held by a Defaulting Lender shall be excluded for the purposes of making
a determination of Required Lenders.


 


"Responsible Officer" with respect to any Person,
means the chief executive officer, president or chief financial officer of such Person, except that with respect to financial matters,
the Responsible Officer shall be the chief financial officer or treasurer of such Person.


 


"S&P" means Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.


 


"San Jose Mine" means the Mining Assets owned by
Minera Santa Cruz S.A. more particularly described in Schedule "X" hereto.


 


"Sanctioned Person" means any Person that is: (a) designated
under, listed on, or owned or controlled by a Person designated under or listed on, or acting on behalf of a Person designated under
or listed on, any list of Persons who are subject to Sanctions under Applicable Law that is binding on the Agent, any Lender or any Group
Entity; (b) located in, incorporated under the laws of, or owned or controlled (directly or indirectly) by, or acting on behalf
of a Person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions;
or (c) with whom the Agent or any Lender would not be permitted to make a loan, continue to make a loan or provide financial accommodation
to pursuant to any Sanctions.


 


"Sanctions" means any Applicable Law governing transactions
in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions
and similar measures, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing
Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada), the Export and Import Permits
Act (Canada), Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons
Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg 49079(2001)) and any regulations thereunder.


 






     


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"Sanctions Authority" means any of: (a) the
government of Canada; (b) the government of the United States of America; (c) the United Nations; (d) the European Union;
(e) the United Kingdom; or (f) the respective departments and agencies of any of the foregoing, including Foreign Affairs,
Trade and Development Canada, Public Safety Canada, the Office of Foreign Assets Control of the U.S. Department of the Treasury and the
U.S. Department of State.


 


"SEC" means the United States Securities and Exchange
Commission.


 


"Security Documents" is defined in Section 5.01
and "Security Document" means any one of the Security Documents, as applicable.


 


"Subsidiary" means, with respect to a Person, any
other Person if at such time the first mentioned Person: (a) owns, directly or indirectly, Equity Interests in such other Person
having, in the aggregate, the voting power to elect a majority of the board of directors or persons performing similar functions for
such Person; or (b) has, directly or indirectly, through the operation of an agreement or otherwise, the ability to elect, or cause
to be elected, a majority of the board of directors or persons performing similar functions for such Person or otherwise exercise control
over the management and policies of such other Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries"
in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of the Borrower. For avoidance of doubt, Minera Santa
Cruz S.A. shall not be a "Subsidiary" for the purpose of this Agreement. Unless otherwise qualified, all references to "Subsidiaries"
in this Agreement shall refer to all direct and indirect Subsidiaries of the Borrower, together with all Subsidiaries of all Subsidiaries,
and "Subsidiary" shall have a corresponding meaning."


 


"Taxes" means any and all present or future income,
stamp or other taxes, levies, imposts, duties, deductions, charges, fees or withholdings imposed, levied, withheld or assessed by any
Governmental Authority, together with any interest, additions to tax or penalties imposed thereon and with respect thereto.


 


"United States Dollars" and "USD"
mean the lawful currency of the United States of America. Any reference to "dollars" or "$" shall be deemed to be
a reference to USD unless otherwise indicated.


 


"United States Securities Act" means the United States
Securities Act of 1933, as amended.


 


"U.S. Person" has the meaning set forth in Rule 902
of the United States Securities Act.


 


Section 1.02     Interpretation.


 


With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:


 


		(a)	The
                                            definitions of terms in this Agreement and any other Loan Document shall apply equally to
                                            the singular and plural forms of the terms defined. Whenever the context may require, any
                                            pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include,"
                                            "includes" and "including" shall be deemed to be followed by the phrase
                                            "without limitation." The word "will" shall be construed to have the
                                            same meaning and effect as the word "shall". The phrases "the aggregate of",
                                            "the total of", "the sum of" and phrases of similar meaning shall mean
                                            "the aggregate (or total or sum), without duplication, of".



 






     


    - 20 -


    

 


		(b)	Unless
                                            the context requires otherwise, references herein or in any other Loan Document:



 


		(i)	to
                                            any agreement, instrument or other document (including any reference to this Agreement) shall
                                            be construed as referring to such agreement, instrument or other document as from time to
                                            time amended, supplemented, restated or otherwise modified (subject to any restrictions on
                                            such amendments, supplements, restatements or modifications set forth herein or in any other
                                            Loan Document);



 


		(ii)	to
                                            any Person shall be construed to include such Person's successors and permitted assigns;



 


		(iii)	to
                                            the words "herein," "hereof" and "hereunder," and words of
                                            similar import when used in any Loan Document, shall be construed to refer to such Loan Document
                                            in its entirety and not to any particular provision thereof;



 


		(iv)	to
                                            Articles, Sections and Schedules shall be construed to refer to Articles and Sections of,
                                            and Schedules to, the Loan Document in which such references appear;



 


		(v)	to
                                            any law shall include all statutory and regulatory provisions consolidating, amending, replacing
                                            or interpreting such law and any reference to any law or regulation shall, unless otherwise
                                            specified, refer to such law or regulation as amended, modified or supplemented from time
                                            to time; and



 


		(vi)	the
                                            words "asset" and "property" shall be construed to have the same meaning
                                            and effect and to refer to any and all tangible and intangible assets and properties, including
                                            cash, securities, accounts and contract rights.



 


		(c)	The
                                            division of a Loan Document into articles and sections, and the insertion of headings and
                                            a table of contents are for reference only and shall not affect the interpretation of the
                                            Loan Document.



 


		(d)	In
                                            the computation of periods of time from a specified date to a later specified date, the word
                                            "from" means "from and including;" the words "to" and "until"
                                            each mean "to but excluding;" and the word "through" means "to and
                                            including".



 


		(e)	Any
                                            reference herein or in any other Loan Document to the satisfaction, repayment, or payment
                                            in full of the Obligations shall mean the repayment in the currency of the Obligation in
                                            full in cash or immediately available funds of all of the Obligations other than contingent
                                            Obligations, and in the case of any contingent Obligations, providing cash or other collateral
                                            satisfactory to the Agent and the Required Lenders.






 






     


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Section 1.03     Construction.


 


This Agreement and the other Loan Documents have been negotiated by
each of the parties hereto and thereto with the benefit of legal representation, and any rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of the Loan Documents.


 


Section 1.04     Accounting
Terms.


 


All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP as in effect from time to time, and applied on a consistent basis in a manner consistent with that used in preparing
the Borrower's audited financial statements, except as otherwise specifically prescribed herein.


 


Section 1.05     Currency.


 


Unless otherwise specified in a Loan Document, all references to dollar
amounts (without further description) shall mean United States Dollars.


 


Section 1.06     Permitted
Encumbrances.


 


The designation of any Encumbrance as a Permitted Encumbrance (however
defined) in any Loan Document is not intended to subordinate, and shall not subordinate, and shall not be interpreted as subordinating,
any Encumbrance created by any of the Security Documents to any Permitted Encumbrance.


 


Section 1.07     Knowledge.


 


References in this Agreement and any other Loan Document to the knowledge
of any party means to the best of the knowledge, information and belief of such party after reviewing all relevant records and making
due inquiries regarding the subject matter.


 


Section 1.08     Business
Days.


 


If any provision of this Agreement or any other Loan Document requires
a party to take an action on or before a date that is not a Business Day, the action is valid if taken by the relevant party on or before
the next Business Day; except that, in the case of a payment, if the next Business Day is in a different calendar month than the date
specified for the payment, the payment shall be due on the preceding Business Day.


 






     


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Section 1.09     Schedules.


 


The following are the Schedules annexed hereto, which are incorporated
by reference and deemed to be a part of this Agreement:


 


	 	Schedule "A"	-	Lenders and
    Commitments
	 	Schedule "B"	-	[Intentionally Deleted]
	 	Schedule "C"	-	[Intentionally Deleted]
    
	 	Schedule "D"	-	Repayment Notice
	 	Schedule "E"	-	[Intentionally Deleted]
	 	Schedule "F"	-	Compliance Certificate
	 	Schedule "G"	-	Assignment and Assumption
    Agreement
	 	Schedule "H"	-	Guarantors
	 	Schedule "I"	-	Litigation
	 	Schedule "J"	-	Mining Assets
	 	Schedule "K"	-	Environmental and Aboriginal
    Matters
	 	Schedule "L"	-	Insurance
	 	Schedule "M"	-	Material Contracts
	 	Schedule "N"	-	Pension and Benefit Plans
	 	Schedule "O"	-	Equity Interests
	 	Schedule "P"	-	Investment Property
	 	Schedule "Q"	-	Bank Accounts
	 	Schedule "R"	-	Additional Permitted Debt
	 	Schedule "S"	 	Additional Permitted Royalties
	 	Schedule "T"	-	Labour Matters
	 	Schedule "U"	-	Encumbrances
	 	Schedule "V"	-	Taxes
	 	Schedule "W"	-	Monthly Financial Reporting
	 	Schedule "X"	-	San Jose Mine
	 	Schedule "Y"	-	Investor Certificate


 






     


    - 23 -


    

 





Article II

The Credit Facility


 


Section 2.01     Credit
Facility.


 


The Borrower acknowledges and agrees that:


 


		(a)	A
                                            single Advance was made available by the Lenders to the Borrower on or about August 10,
                                            2018 pursuant to the 2018 Credit Agreement under the "Credit Facility" (as
                                            defined in the 2018 Credit Agreement and the Original Credit Agreement and having the same
                                            meaning hereunder, mutatis mutandis) and, as of the Effective Date, subject to the
                                            terms and conditions of this Agreement and not to exceed $50,000,000 (the "Facility
                                            Limit");



 


		(b)	No
                                            further Advances are available under this Agreement; and



 


		(c)	The
                                            Borrower and the other Loan Parties are fully liable for all outstanding Obligations in connection
                                            therewith pursuant to the terms and conditions of this Agreement and the other applicable
                                            Loan Documents.



 


Section 2.02     Purpose
and Use of the Credit Facility.


 


The Credit Facility shall continue to be used by the Borrower to fund
development costs associated with the Gold Bar Asset, working capital and general corporate purposes.


 


Section 2.03     Reborrowing.


 


The Credit Facility is a non-revolving credit facility and accordingly
no principal amounts repaid under the Credit Facility (whether scheduled, voluntary or mandatory) may be reborrowed.


 


Article III

Term and Repayment


 


Section 3.01     Mandatory
Repayment.


 


Subject to Section 13.02, commencing on August 31, 2023,
the Borrower shall repay, as the case may be, the drawn principal under the Credit Facility in monthly principal repayments equal to
$2,000,000 (each a "Principal Repayment"). All Principal Repayments shall be made on the last Business Day of each calendar
month. All Obligations under or in connection with the Credit Facility which remain unpaid on the Credit Facility Maturity Date shall
be paid in full on the Credit Facility Maturity Date, including the Advance under the Credit Facility, accrued interest, and other amounts
then unpaid with respect to such Advance, and the Credit Facility and the Commitments thereunder shall be automatically terminated on
the Credit Facility Maturity Date.


 






     


    - 24 -


    

 


Section 3.02     Mandatory
Prepayments.


 


Mandatory
Prepayments from Proceeds of Sale or Proceeds of Insurance. Subject to Section 3.02(b) below, the Borrower shall
make additional mandatory prepayments of the outstanding principal amount of the Advance under the Credit Facility in an amount equal
to the Net Cash Proceeds received from:


 


		(a)	any
                                            sale of any Property of any Group Entity for consideration in excess of $5,000,000 outside
                                            the usual course of the applicable Group Entity’s business unless the
                                            proceeds received from any sale of such Property are reinvested by the Group Entities in
                                            the same or substantially the same Property as that giving rise to such proceeds within 90
                                            days of receipt of such proceeds and provided further that the Borrower delivers evidence
                                            satisfactory to the Agent of such reinvestment; and



 


		(b)	any
                                            insurance proceeds (save and except for any insurance proceeds received on account of the
                                            theft of any gold) received by any Group Entity that are not otherwise reinvested within
                                            90 days in the same or substantially the same Property as that giving rise to such proceeds,
                                            unless otherwise required or permitted by this Agreement or the Agent in writing.



 


Section 3.03     Voluntary
Prepayment.


 


		(a)	Voluntary
                                            Prepayment of Credit Facility. The Borrower may at any time and from time to time repay
                                            to the Agent the whole or any part of the outstanding Advance owing by it, together with
                                            accrued interest thereon to the date of prepayment; provided that:



 


		(i)	the
                                            Borrower shall deliver an irrevocable notice that is substantially in the form attached hereto
                                            as Schedule "D" to the Agent not later than 11:00 a.m. (Toronto time) three
                                            (3) Business Days prior to the proposed prepayment date;



 


		(ii)	the
                                            proposed prepayment date is a Business Day;



 


		(iii)	partial
                                            prepayments shall be in minimum aggregate amounts equal to the lesser of (A) the principal
                                            balance outstanding under the Credit Facility, and (B) $500,000 and in whole multiples
                                            of $10,000; and






 


		(iv)	the
                                            Agent, for and on behalf of the Lenders shall have received prepayment interest equal to
                                            (x) subject to subparagraph (z), where the prepayment is received before March 31,
                                            2023, the net present value of the interest that the Lenders would have received on the amount
                                            being prepaid if such amount were to remain outstanding until the Credit Facility Maturity
                                            Date using a discount rate of 3.50%, and (y) where the prepayment is received on or
                                            after March 31, 2023, 3.00% of the amount being repaid, and (z) at any time following
                                            an Event of Default that is continuing (including, but not limited to, as a result of a Change
                                            of Control), 3.00% of the outstanding amount of the Advance under the Credit Facility (the
                                            "Prepayment Interest").



 


		(b)	Reduction
                                            of Credit Facility. Voluntary prepayments by the Borrower of the Advance under the Credit
                                            Facility shall permanently reduce the Facility Limit and the Facility Commitment, and such
                                            amounts cannot be re-borrowed.



 






     


    - 25 -


    

 



 


Section 3.04     Application
of Prepayments.


 


Amounts prepaid pursuant to Section 3.02 shall be applied in
accordance with Section 13.06. Each prepayment of the Advance under this Agreement shall be accompanied by accrued interest to the
date of such prepayment on the amount prepaid and the applicable Prepayment Interest.


 


Article IV

Interest and Other Amounts Payable


 


Section 4.01     Interest
on Advance.


 


The Borrower shall pay interest on the Advance, in United States Dollars
at a rate per annum equal to the Reference Rate.


 


Section 4.02     Changes
to Applicable Margin.


 


If the Borrower fails to deliver a Compliance Certificate to the Agent
when due in accordance with Section 10.02 then, effective on the first Business Day of the calendar month immediately following
the date on which such Compliance Certificate was due and continuing until the Borrower has delivered a Compliance Certificate to the
Agent, the Reference Rate shall be deemed to be the Default Rate for the remainder of the period until the Compliance Certificate is
delivered.


 


Upon the occurrence, and during the continuance, of a Default or an
Event of Default, the Default Rate shall apply.


 


Section 4.03     Interest
on Overdue Amounts.


 


Notwithstanding any other provision hereof, if all or any portion
of any amount due hereunder (including any amounts of principal or interest or other amount payable) is not paid when due, whether at
stated maturity, by acceleration or otherwise, the Borrower shall pay interest on such overdue amount (including interest on interest)
if, and to the fullest extent, permitted by Applicable Law, from the date that such amount is due until the date that such amount is
paid in full (but excluding the date of such payment if the payment is made before 1:00 p.m. (Toronto time) at the Agent's Office
on the date of such payment), at a rate of interest per annum equal to the Default Rate.


 


Interest under this Section 4.03 shall be calculated daily, compounded
on the last Business Day of each calendar month, and payable on demand in the currency of the Advance, both before and after maturity,
default and judgment.


 






     


    - 26 -


    

 


Section 4.04     Calculation
and Payment of Interest.


 


		(a)	Interest
                                            on the Advance shall be calculated daily and payable monthly in arrears on the last day of
                                            each calendar month (or, if an Event of Default as described in Section 13.01(a), Section 13.01(f) or
                                            Section 13.01(g) is in existence, the last day of each calendar month) to occur
                                            while such Advance is outstanding.



 


		(b)	All
                                            interest payments to be made under this Agreement shall be paid without allowance or deduction
                                            for deemed re-investment or otherwise, both before and after maturity and before and after
                                            default and/or judgment, if any, until payment, and interest shall accrue on overdue interest.



 


		(c)	All
                                            computations of interest or other amounts "per annum" for the Advance shall be
                                            made on the basis of a year of 365 or 366 days, as the case may be, using the actual number
                                            of days elapsed, and the nominal rate method of calculation, and will not be calculated using
                                            the effective rate method of calculation or on any other basis that gives effect to the principle
                                            of deemed re-investment of interest.



 


		(d)	For
                                            the purposes of the Interest Act (Canada) and disclosure under such Act:



 


		(i)	wherever
                                            any interest to be paid under this Agreement is to be calculated on the basis of any period
                                            of time that is less than a calendar year (a "deemed year"), such rate of interest
                                            shall be expressed as a yearly rate by multiplying such rate of interest for the deemed year
                                            by the actual number of days in the calendar year in which the rate is to be ascertained
                                            and dividing it by the number of days in the deemed year; and



 





		(ii)	Each
                                            of the Loan Parties confirms that it fully understands and is able to calculate the rate
                                            of interest applicable to the Credit Facility based on the methodology for calculating per
                                            annum rates provided for in this Agreement. The Agent agrees that if requested in writing
                                            by the Borrower it shall calculate the nominal and effective per annum rate of interest on
                                            any Advance outstanding at any time and provide such information to the Borrower promptly
                                            following such request; provided that any error in any such calculation, or any failure to
                                            provide such information on request, shall not relieve the Borrower or any other Loan Party
                                            of any of its obligations under this Agreement or any other Loan Document, nor result in
                                            any liability to the Agent or any Lender. Each Loan Party hereby irrevocably agrees not to
                                            plead or assert, whether by way of defence or otherwise, in any proceeding relating to the
                                            Loan Documents, that the interest payable under the Loan Documents and the calculation thereof
                                            has not been adequately disclosed to the Loan Parties, whether pursuant to Section 4
                                            of the Interest Act (Canada) or any other Applicable Law or legal principle.



 






     


    - 27 -


    

 


		(e)	Each
                                            determination by the Agent of an interest rate or other amount payable hereunder shall be
                                            conclusive and binding for all purposes, absent manifest mathematical error in calculating
                                            such amount.



 


Section 4.05     Bonus
Interest


 


In consideration of the maintenance and continuation of the Credit
Facility, the relaxation and amendment of certain covenants as set out hereunder, and the extension of the Credit Facility Maturity Date
(which the Borrower acknowledges that it and each other Loan Party will receive benefit from), and concurrent with the Effective Date,
the Borrower will pay bonus interest to the Lenders in the amount of $500,000 (the "Bonus Interest") net of any and all applicable
withholding taxes, being 1.00% of the aggregate total of the Commitments as of the Effective Date, payable in the form of 588,235 common
shares in the capital of the Borrower (the "Bonus Shares"). The Canadian dollar equivalent of the Bonus Interest will be determined
by multiplying the amount of $500,000 by the daily average exchange rate for the conversion of U.S. to Canadian dollars set by the Bank
of Canada as at the Business Day immediately prior to the date of issuance of the Bonus Shares. The Bonus Shares shall be payable to
Sprott Resource Lending II (Collector), LP, or as Sprott Resource Lending II (Collector), LP may direct in writing, in accordance with
its Commitment and shall be subject to a hold period under applicable Canadian legislation of four months and one day from their date
of issue and not less than six months from their date of issue under applicable U.S. law. For certainty, Evanachan Limited has waived
any requirement for or entitlement to any additional interest whether in the form of Bonus Interest or otherwise. Sprott Resource Lending
II (Collector), LP understands and agrees that the Bonus Shares have not been registered under the United States Securities Act and may
not be offered or sold in the United States or to any U.S. Person unless the securities are registered under the United States Securities
Act or an exemption from the registration requirements of the United States Securities Act is available and that Borrower will refuse
to transfer the Bonus Shares except in accordance with the foregoing provisions. As a condition precedent to the issue of the Bonus Shares,
the Borrower shall have received an investor certificate from each Lender in the form attached hereto as Schedule "Y".


 


Section 4.06     Maximum
Interest.


 


In the event that any provision of this Agreement or any other Loan
Document would oblige the Borrower or any other Loan Party to make any payment of interest or any other payment which is construed by
a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by Applicable Law or
would result in a receipt by the Agent or any Lender of interest at a criminal rate (as such terms are construed under the Criminal
Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted nunc pro tunc
to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt
by the Agent or applicable Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary as follows:


 


		(a)	First,
                                            by reducing the amount or rate of interest required to be paid under this Agreement.



 






     


    - 28 -


    

 


		(b)	Thereafter,
                                            by reducing commissions, premiums or other amounts required to be paid to the Agent or such
                                            Lender which would constitute interest for the purposes of Section 347 of the Criminal
                                            Code (Canada).



 


If, notwithstanding the provisions of this Section 4.06 and after
giving effect to all adjustments contemplated thereby, the Agent or any Lender shall have received an amount in excess of the maximum
permitted by Applicable Law, then such excess shall be applied to the reduction of the principal balance of the outstanding principal
of the applicable Advance and not to the payment of interest, or if such excessive interest exceeds such principal balance, such excess
shall be refunded to the applicable Loan Party.


 


Article V

Security


 


Section 5.01     Security.


 


As general and continuing security for the payment and performance
of the Obligations under the Original Credit Agreement (which are, for certainty, Obligations under this Agreement), the Loan Parties
executed and delivered the following in favour of the Agent and Lenders under the Original Credit Agreement:


 


		(a)	a
                                            general security agreement executed by each Loan Party organized in Canada or the United
                                            States in favour of the Agent, creating a first-priority security interest (subject only
                                            to Permitted Encumbrances) in all of its present and after-acquired personal property other
                                            than Excluded Assets;



 





		(b)	a
                                            debenture (or mortgage, deed of trust or immovable hypothec, as applicable) constituting
                                            a first priority charge (subject only to Permitted Encumbrances) on all of any Loan Party's
                                            presently-owned and after acquired Property and any mining rights or interests (or immovable
                                            property, as applicable) located in Canada or the United States of America in favour of the
                                            Agent;



 


		(c)	a
                                            pledge agreement (or similar agreement as required in any applicable jurisdiction) executed
                                            by the Borrower and each Guarantor that owns Equity Interests, creating a first priority
                                            pledge and security interest (subject only to Permitted Encumbrances) in all Equity Interests
                                            it owns from time to time, other than Excluded Assets;



 


		(d)	an
                                            unconditional guarantee of the Obligations executed by each Guarantor in favour of the Agent;



 


		(e)	deposit
                                            account control agreements (or substantially similar agreements) with respect to all deposit
                                            accounts of each Loan Party, executed by each Loan Party and depositary bank in favour of
                                            the Agent;



 


		(f)	a
                                            subordination agreement (including standstill following an Event of Default) executed by
                                            each Loan Party in favour of the Agent in respect of intercompany obligations; and



 






     


    - 29 -


    

 


		(g)	such
                                            other guarantees and security from any Subsidiary, including those Subsidiaries that have
                                            not provided guarantees and security pursuant to the above, as the Agent may, from time to
                                            time, request, it being acknowledged that the Agent is entitled to request at such times
                                            as it determines, in its sole discretion, first priority security over all the present and
                                            after acquired property of all the Group Entities.



 


In this Agreement, all security and guarantees held by or on behalf
of the Agent for the benefit of the Lenders securing (or intended to secure) the Obligations, including the documents described in Sections
(a) through (g) above, and all security delivered pursuant to Section 5.02, Section 5.04 and Section 5.05, in
each case as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, are collectively referred
to as the "Security Documents".


 


Section 5.02     Additional
Security, Related Documents and Registration.


 


Upon the request of the Agent, the Borrower and each other Loan Party
shall, at their own expense and to the satisfaction of the Agent on behalf of the Lenders, (i) provide any additional documentation
required by the Agent in respect of the Loan Documents in connection with the appointment of the Agent, as agent, the assignment of rights
and responsibilities to Sprott Resource Lending II (Collector), LP, as a Lender under the Original Credit Agreement, or otherwise, and
(ii) register, file or record, or cause to be registered, filed or recorded, the Security Documents, any amendments thereto as contemplated
in the immediately preceding clause (i), or notice thereof in all offices and jurisdictions where such registration, filing, notice or
recording is necessary or, in the Agent's reasonable determination, advisable or to the advantage of the Lenders, to create, perfect
or preserve the Security Documents granted by each Loan Party and the interest of the Lenders in the collateral granted thereunder and
to renew and maintain such registrations, filings and recordings from time to time upon request by the Agent to keep them in full force
and effect.


 


Section 5.03     After-Acquired
Property and Further Assurances.


 


		(a)	Subject
                                            to Section 5.03(b) below, the Borrower and each other Loan Party shall, within
                                            twenty (20) days of acquiring Property for which the Lenders do not have a perfected security
                                            interest, execute and deliver to the Agent for the benefit of the Lenders, all such supplements
                                            or amendments to the Security Documents and all such other documents as the Agent deems necessary
                                            or advisable, including further registrations, in each case, to provide the Lenders with
                                            a perfected security interest in any such Property, subject only to Permitted Encumbrances.



 


		(b)	Notwithstanding
                                            Section 5.01(g) and Section 5.03(a), the Borrower and the Loan Parties shall
                                            not be required to satisfy its obligations pursuant to Section 5.03(a) with respect
                                            to Property previously acquired that is not required for the operation or use of existing
                                            Property or is desirable for the operation or use of previously acquired Property that has
                                            a fair market value of less than $3,500,000 until the aggregate value of all such Property
                                            so acquired exceeds $3,500,000.



 






     


    - 30 -


    

 


		(c)	Each
                                            Loan Party shall from time to time at the request of the Agent, provide the Agent with such
                                            assistance, do such acts and execute and deliver all such further deeds or other instruments
                                            of conveyance, assignment, transfer, guarantee, mortgage, pledge or charge, including its
                                            further registrations, of any of its Property intended to be subject to the Security Documents,
                                            as are reasonably required by the Agent.



 


Section 5.04     New
Subsidiaries.


 


		(a)	If,
                                            at any time after the Effective Date, the Borrower or any other Group Entity creates or acquires
                                            a Subsidiary, the Borrower shall promptly notify the Agent and in any event within five (5) days,
                                            and if the Borrower so requests, shall within thirty (30) days (or such longer period of
                                            time as is reasonably required, provided that the Borrower is diligently endeavouring to
                                            satisfy its obligations under this Section) of the creation or acquisition of such Subsidiary:



 


		(i)	cause
                                            such new Subsidiary to (i) execute and deliver to the Agent a guarantee of the Obligations,
                                            (ii) provide security to the Agent for the benefit of the Lenders over all of its assets
                                            as required of all Loan Parties and described in Section 5.01, and (iii) to take
                                            all actions necessary or desirable to grant to the Agent for the benefit of the Lenders a
                                            perfected security interest in the collateral described in such security documentation, subject
                                            only to Permitted Encumbrances, including the filing, registration or recording of notices
                                            in such jurisdictions as may be required or as may be requested by the Agent;






 


		(ii)	execute
                                            and deliver to the Agent for the benefit of the Lenders such agreements, supplements, or
                                            amendments to any Loan Document as the Agent deems necessary or advisable to grant the Lenders
                                            a perfected security interest in the Equity Interests of such new Subsidiary, subject only
                                            to Permitted Encumbrances;



 


		(iii)	deliver
                                            to the Agent all certificates representing such Equity Interests, together with powers of
                                            attorney to transfer the Equity Interests, in blank, executed by a duly authorized officer
                                            of the relevant Loan Party;



 


		(iv)	deliver
                                            to the Agent a secretary's certificate of such Subsidiary, with charter documents, by-laws
                                            and appropriate resolutions attached; and



 


		(v)	deliver
                                            to the Agent legal opinions relating to the matters described above, which opinions shall
                                            be in form and substance and from counsel satisfactory to the Agent.



 






     


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Section 5.05     Security
Charging Real Property.


 


Notwithstanding anything to the contrary contained in any Loan Document,
to the extent that the charges and security interests charge real property or any interest in real property, such charges and security
interests shall secure interest after the occurrence of a Default or an Event of Default at the same rates as those in effect prior to
such occurrence.


 


Section 5.06     Acknowledgement
of Argentine Guarantors.


 


The Borrower, for and on behalf of itself and on behalf of the Argentine
Guarantors, acknowledges that Section 765 of the Argentine Civil and Commercial Code shall not be applicable with respect to any
payments to be performed in connection with this Agreement and forever and irrevocably waive any right that might assist them to allege
that any payments in connection with the Agreement could be payable in any currency other than in United States Dollars, and therefore
waive and renounce to applicability thereof to any payments in connection with this Agreement.


 


Article VI

Conditions Precedent


 


Section 6.01     Conditions
Precedent to Effectiveness of Agreement.


 


This Agreement shall become effective and the Obligations of the each
Loan Party under the Original Credit Agreement and the other Loan Documents shall be continued as Obligations hereunder and thereunder
of each applicable Loan Party at such time as the following conditions precedent shall have been satisfied (or waived by the Agent on
the instructions of the Required Lenders):


 


		(a)	The
                                            Agent shall have received the Bonus Shares as contemplated in Section 4.05.



 


		(b)	No
                                            Material Adverse Effect shall have occurred since December 31, 2021.



 


		(c)	The
                                            Agent shall have received, in each case duly executed and delivered by the Loan Parties party
                                            thereto and in form and substance satisfactory to the Agent:



 


		(i)	this
                                            Agreement; and



 


		(ii)	all
                                            other Loan Documents (including, for certainty, any documents required pursuant to Section 5.02).



 


		(d)	Except
                                            in respect of consents and approvals insured over pursuant to a title insurance policy, all
                                            governmental, regulatory, shareholder and third party consents and approvals necessary or
                                            desirable in connection with the entering into of this Agreement and transactions contemplated
                                            hereby, and the continuing operations of the Loan Parties and their Subsidiaries and the
                                            transaction contemplated hereby shall have been obtained and be in full force and effect,
                                            and all applicable waiting periods shall have expired without any action being taken or threatened
                                            by any competent authority that would restrain, prevent or otherwise impose adverse conditions
                                            on the financing contemplated hereby.



 


		(e)	Except
                                            in respect of Property which is the subject matter of a title insurance policy issued to
                                            the Agent in a form acceptable to the Agent, acting reasonably, the Agent shall have received
                                            results of recent searches in each of the jurisdictions where the Loan Parties and the assets
                                            of the Loan Parties that are subject to the Encumbrances granted in favour of the Agent are
                                            located, and such searches confirm the first-ranking priority of the Encumbrances in favour
                                            of the Agent for the benefit of the Lenders and reveal no Encumbrances on any of the assets
                                            of the Loan Parties, except for Permitted Encumbrances.



 






     


    - 32 -


    

 


		(f)	In
                                            respect of all prior Encumbrances over the assets of the Loan Parties which are Permitted
                                            Encumbrances and which create a security interest in favour of a Person other than the Agent
                                            (for and on behalf of itself and on behalf of the Lenders), the Agent and the Lenders shall
                                            have received all subordination, waiver or no-interest letters reasonably required by the
                                            Agent in form and substance satisfactory to the Agent.



 





		(g)	The
                                            Agent and the Lenders shall have received landlord estoppels, consents and waivers in form
                                            and substance satisfactory to the Agent acting reasonably from each landlord of the Loan
                                            Parties (except where there is no obligation on such landlord to deliver such document or
                                            where such landlord has refused to deliver such document despite the commercially reasonable
                                            efforts of the Loan Parties) and PINs for all leases and a copy of every applicable private
                                            license, sublease, lease and other form of occupancy agreement.



 


		(h)	The
                                            Agent and the Lenders shall have received payment for all expenses for which invoices have
                                            been presented (including the reasonable fees and expenses of legal counsel, but in all cases
                                            subject to the limitations described in Section 16.01), on or before the Effective Date.
                                            All such amounts will be reflected in the funding instructions given by the Borrower to the
                                            Agent on or before the Effective Date.



 


		(i)	The
                                            Agent shall have received, in form and substance satisfactory to it, a certificate of each
                                            Loan Party, certified by an officer of such Loan Party, dated the Effective Date, including:



 


		(i)	true
                                            and complete copies of such Loan Party's organizational documents, and all amendments thereto;



 


		(A)	true
                                            and complete copies of all of such Loan Party's memorandum and articles of association, by-laws,
                                            operating agreements and partnership agreements, as applicable, in effect on the date on
                                            which the resolutions referred to below were adopted;



 


		(ii)	resolutions
                                            of the board of directors and shareholder (if such shareholder resolutions are required under
                                            the constating documents or by-laws of such Loan Party) of such Loan Party authorizing the
                                            execution, delivery and performance of such Loan Party's obligations under each Loan Document
                                            delivered herewith (including any as may be required pursuant to Section 5.02) to which
                                            it is or is to be a party and the transactions contemplated by this Agreement, including,
                                            but not limited to, the pledge of shares of any Subsidiaries of the Borrower held by any
                                            Loan Party to the Agent and any subsequent disposition thereof by the Agent in accordance
                                            with the terms of any Security Document;



 






     


    - 33 -


    

 


		(iii)	incumbency
                                            of the officers of each Loan Party authorized to sign each Loan Document delivered in connection
                                            herewith to which it is or is to be a party and other documents to be delivered hereunder
                                            and thereunder, including each such officer's name, titles and specimen signature;



 


		(iv)	a
                                            true, complete and current record of all registered holders of the shares or securities issued
                                            by the Loan Party, and the number and class of shares or security held by each such holder;
                                            and



 


		(v)	such
                                            other matters as the Agent or its counsel may reasonably require.



 


		(j)	The
                                            Agent shall have received certificates of compliance, status or the equivalent for each Loan
                                            Party from its jurisdiction of formation, dated as of the Effective Date.



 


		(k)	The
                                            Agent shall have received the following legal opinions addressed to the Agent, the Lenders
                                            and their legal counsel:



 


		(i)	the
                                            legal opinion of Bennett Jones LLP, counsel to the Borrower and its Subsidiaries covering
                                            matters of Ontario law; and



 


		(ii)	the
                                            legal opinion of counsel to the Loan Parties in each of Alberta, Canada, New Brunswick, Canada,
                                            Colorado, USA, Nevada, USA, Arizona, USA, Delaware, USA, Mexico and of such other special
                                            or local counsel as may be required by the Agent.



 


Each such legal opinion shall cover such other matters incident
to the transactions contemplated by this Agreement as the Agent and its counsel may require.


 


		(l)	The
                                            Agent shall have received:



 


		(i)	the
                                            certificates representing the Equity Interests pledged to the Lenders pursuant to the Security
                                            Documents, together with a share transfer power of attorney for each such certificate executed
                                            in blank by a duly authorized officer of the pledgor thereof; and



 


		(ii)	each
                                            promissory note (if any) pledged to the Lenders pursuant to the Security Documents endorsed
                                            (without recourse) in blank (or accompanied by an executed transfer form in blank) by the
                                            pledgor thereof.



 


		(m)	The
                                            Agent shall have received satisfactory evidence that all registrations, filings, recordings
                                            and notices necessary or desirable (as determined by the Agent and its own counsel, acting
                                            reasonably) in connection with the Security Documents have been properly made, filed or completed,
                                            including all such registrations, filings, recordings and notices required to create a perfected
                                            first priority security interest in favour of the Lenders in the collateral described therein
                                            prior and superior in right to any other Person (other than with respect to Permitted Encumbrances).



 






     


    - 34 -


    

 





		(n)	The
                                            Borrower shall have delivered to the Agent certificates of insurance acceptable to the Agent
                                            showing the Agent's interest as loss payee and additional insured on all insurance policies
                                            that insure the assets secured by the Security Documents in form, scope and substance satisfactory
                                            to the Agent and otherwise in compliance with the terms of Section 8.11 and Section 9.04
                                            of this Agreement.



 


		(o)	The
                                            Lenders shall have completed and be satisfied with the results of their financial, business
                                            and legal due diligence relating to the Loan Parties, the Commitments and their respective
                                            businesses.



 


		(p)	The
                                            Agent shall have received copies of recent environmental assessments in possession of a Loan
                                            Party and title opinions with respect to the real properties, surface rights and mining properties
                                            of the Borrower and its Subsidiaries specified by the Agent being, for avoidance of doubt,
                                            with respect to the Gold Bar Asset, the Operating Mines and the Los Azules Property.



 


		(q)	The
                                            Agent shall have a received a list of all existing Permits required to continue development
                                            and operation of the Mining Assets.



 


		(r)	The
                                            Agent shall have received such additional evidence, information, documents, instruments,
                                            waivers or undertakings as the Agent may reasonably require to conclude the transactions
                                            contemplated by this Agreement.



 


Section 6.02     Waiver
of Conditions Precedent.


 


The conditions set forth in Section 6.01 are included for the
sole benefit of the Lenders and may be waived by the Agent in whole or in part (with or without terms or conditions) in respect of the
effectiveness of this Agreement.


 


Article VII

Details Regarding Advance and Payments


 


Section 7.01     [Intentionally
Deleted]


 


Section 7.02     [Intentionally
Deleted]


 


Section 7.03     [Intentionally
Deleted]


 


Section 7.04     Evidence
of Indebtedness.


 


The Agent will open and maintain books of account evidencing the Obligations
and each Lender shall maintain records concerning the Advance. The information entered in the foregoing accounts by the Agent shall constitute
prima facie evidence (absent manifest error) of the obligations of the Borrower to the Agent and the Lenders hereunder with respect
to the Advance and all other Obligations; provided that, no failure of the Agent or any Lender to correctly record any detail
relating to an Advance shall adversely affect the obligation of the Borrower to pay any of the Obligations in accordance with this Agreement.
The Agent shall provide copies of such accounts to the Borrower upon the Borrower's reasonable request.


 






     


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Section 7.05     Payments
by the Borrower.


 


		(a)	Except
                                            when specifically provided otherwise in this Agreement, all payments of principal, interest
                                            and all other amounts to be made by the Borrower under this Agreement shall be paid to the
                                            Agent for the ratable account of the Lenders entitled thereto in the currency in which it
                                            is due for value at or before 1:00 p.m. (Toronto time) on the day such payment is due
                                            at the Agent's Office. If any such day is not a Business Day, such amount shall be deemed
                                            for purposes of this Agreement to be due on the next Business Day following such day, and
                                            any such extension of time shall be included in the computation of any interest or other
                                            amounts payable under this Agreement.



 


		(b)	Except
                                            as otherwise provided in this Agreement, the Agent shall distribute:



 


		(i)	payments
                                            on account of interest in accordance with each Lender's Applicable Percentage of the Credit
                                            Facility;



 


		(ii)	repayments
                                            of principal in accordance with each Lender's Applicable Percentage of the Credit Facility;
                                            and



 


		(iii)	all
                                            other payments received by the Agent, including amounts received on account of the realization
                                            of any security for the Obligations held by the Agent, in accordance with each Lender's Applicable
                                            Percentage of the Credit Facility, except that no Lender shall receive proceeds of realization
                                            in excess of the Obligations owing to it.



 


Section 7.06     Payments
by the Agent.


 


The provisions of this Section 7.06 shall apply to any payment
made by the Agent to the Lenders under this Agreement:


 


		(a)	The
                                            Agent shall have no obligation to make any payment to any Lender until a corresponding amount
                                            in respect of that payment has been received by the Agent from the Borrower; if the Agent
                                            receives any amount less than the full amount of any payment to be made by the Borrower under
                                            this Agreement, the Agent shall have no obligation to remit any amounts to the Lenders in
                                            excess of the amount actually received by the Agent.



 





		(b)	If
                                            any Lender advances more or less than its Applicable Percentage of the Credit Facility, then
                                            such Lender's entitlement to a share of any payment on account of the Advance shall be increased
                                            or decreased, as the case may be, in proportion to the amount actually advanced by such Lender.



 






     


    - 36 -


    

 


		(c)	The
                                            Agent, acting reasonably and in good faith after consultation with the Lenders in the case
                                            of any dispute, shall determine in all cases the amount of all payments to which each Lender
                                            is entitled and that determination shall be binding and conclusive, absent manifest error.



 


		(d)	On
                                            request, the Agent shall deliver to the Lenders a statement detailing any of the payments
                                            made by it to the Lenders under this Agreement.



 


		(e)	Unless
                                            the Borrower provides notice to the Agent, in writing, not less than one Business Day before
                                            the date on which any payment hereunder is due to the Agent for the account of the Lenders,
                                            the Agent may assume that the Borrower will be making its payment as required hereunder and
                                            may, in reliance upon such assumption, distribute such amount to the Lenders. If the Agent
                                            does distribute funds to the Lenders in reliance on such assumption and the Borrower does
                                            not, in fact, make such payment to the Agent on the relevant date, then each Lender severally
                                            agrees to repay to the Agent, immediately on demand, the amount distributed to the Lender,
                                            together with interest on such amount at a rate per annum determined by the Agent in accordance
                                            with prevailing banking industry rules on interbank settlements.



 


Article VIII

Representations and Warranties


 


To induce the Agent and the Lenders to enter into this Agreement,
the Borrower for and on behalf of itself and on behalf of each Guarantor hereby represents and warrants to the Agent and the Lenders,
on its own behalf and on behalf of each Subsidiary of the Borrower or any Guarantor, as the case may be, that each representation and
warranty in this Article VIII is true and correct as of the date hereof. For avoidance of doubt, such representations are repeated
as at the date of each Compliance Certificate.


 


Section 8.01     Incorporation
and Existence.


 


Each Group Entity:


 


		(a)	is
                                            incorporated, existing and in good standing under the laws of its jurisdiction of incorporation;
                                            and



 


		(b)	is
                                            qualified to carry on business, and is in good standing, in each jurisdiction in which it
                                            owns property or assets or carries on business.



 


Section 8.02     Power
and Capacity; Authorization, Execution and Delivery; Enforceability.


 


		(a)	Each
                                            Group Entity has the power and capacity, and the legal right, to own or lease and operate
                                            its property, and to carry on its business as now conducted and as proposed to be conducted,
                                            and each Loan Party has the power and capacity to enter into, execute, deliver and perform
                                            the Loan Documents to which it is a party and, in the case of the Borrower, to have obtained
                                            and to maintain the Credit Facility and Advance hereunder.



 






     


    - 37 -


    

 


		(b)	Each
                                            Loan Party has taken all necessary action to authorize the entry into, execution, delivery
                                            and performance of the Loan Documents to which it is a party and, in the case of the Borrower,
                                            to authorize borrowing on the terms and conditions contained herein. No consent or authorization
                                            of, filing with, notice to or other act by, or in respect of, any Governmental Authority
                                            or any other Person is required in connection with the extensions of credit hereunder or
                                            with the entry into, execution, delivery, performance, validity or enforceability of this
                                            Agreement or any of the Loan Documents.



 


		(c)	The
                                            Loan Documents have been duly executed and delivered by each Loan Party and this Agreement
                                            constitutes, and each other Loan Document when delivered will constitute, a valid and legally
                                            binding obligation of each Loan Party who is party thereto, enforceable against each such
                                            Loan Party in accordance with its terms, except as enforceability may be limited by applicable
                                            bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws affecting
                                            the enforcement of creditors' rights generally and by general equitable principles (whether
                                            enforcement is sought by proceedings in equity or at law).



 


Section 8.03     No
Breach of Constating Documents, Laws or Contracts.


 


The execution, delivery and performance of this Agreement and the
other Loan Documents delivered in connection herewith, maintaining the Advance and the Credit Facility hereunder and the use of the proceeds
thereof do not and will not:


 


		(a)	conflict
                                            with, contravene, violate or result in a breach of:



 


		(i)	any
                                            Loan Party's articles, by-laws, memorandum and articles of association or other constating
                                            documents or any resolutions of directors, shareholders, partners or similar governing body,
                                            as applicable, or the provisions of any shareholders agreement, partnership agreement or
                                            declaration of trust;



 


		(ii)	any
                                            Applicable Law; or






 


		(iii)	any
                                            Contractual Obligation of any Loan Party.



 


		(b)	result
                                            in, require, or permit:



 


		(i)	the
                                            creation or imposition of any Encumbrance on any of their respective Property other than
                                            Permitted Encumbrances; or



 


		(ii)	the
                                            acceleration of the maturity of any Debt under any Contractual Obligation.



 






     


    - 38 -


    

 


Section 8.04     Financial
Statements.


 


		(a)	The
                                            audited consolidated balance sheets of the Borrower as at the end of the most recently completed
                                            Fiscal Year, and the related consolidated statements of operations and of cash flows for
                                            the Fiscal Year ended on such date, accompanied by an unqualified opinion from Ernst &
                                            Young LLP, independent public accountants, are complete and present fairly the assets, liabilities
                                            (whether accrued, absolute, contingent or otherwise) and consolidated financial condition
                                            of the Borrower, the Guarantors and their respective Subsidiaries as at such date, and the
                                            revenues, expenses, consolidated results of their operations and their consolidated cash
                                            flows for the Fiscal Year then ended, in accordance with GAAP.



 


		(b)	The
                                            unaudited consolidated balance sheets of the Borrower as at the most recently completed Fiscal
                                            Quarter, and the related unaudited consolidated statements of operations and of cash flows
                                            for the three-month period ended on such date, duly certified by the chief financial officer
                                            of the Borrower are complete and present fairly the assets, liabilities (whether accrued,
                                            absolute, contingent or otherwise) and consolidated financial condition of the Borrower as
                                            at such date, and the revenues, expenses, consolidated results of their operations and their
                                            consolidated cash flows for the three-month period then ended, in accordance with GAAP (subject
                                            to normal year-end audit adjustments and rules of the SEC relating to interim financial
                                            statements).



 


Section 8.05     No
Material Adverse Effect.


 


Since the date of the financial statements delivered in Section 8.04(a),
no development or event has occurred that has had or could reasonably be expected to have a Material Adverse Effect.


 


Section 8.06     No
Litigation.


 


Other than that as set forth on Schedule "I" (the "Disclosed
Litigation"), no action, suit, litigation, investigation or proceeding of or before any Governmental Authority is pending or
to the knowledge of the Group Entities, threatened by or against any Group Entity or against any of its Property:


 


		(a)	with
                                            respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby;
                                            or



 


		(b)	(i) that
                                            could reasonably be expected to result in liability equal to or greater than $5,000,000 or
                                            the exchange equivalent thereof, or (ii) that could reasonably be expected to have a
                                            Material Adverse Effect.



 


Section 8.07     No
Default.


 


No Default or Event of Default has occurred and is continuing and
no default has occurred and is continuing under or with respect to any Contractual Obligation of the Borrower, the Guarantors or any
of their respective Subsidiaries that could reasonably be expected to have a Material Adverse Effect.


 






     


    - 39 -


    

 


Section 8.08     Ownership
of Property.


 


Each Group Entity:


 


		(a)	has
                                            good and marketable title to, or valid leasehold interests in, its Property, free and clear
                                            of Encumbrances other than Permitted Encumbrances; and



 


		(b)	has
                                            kept and maintained its Property in good operating condition and repair, paid its corresponding
                                            governmental duties and has made all necessary replacement thereof and renewals thereto so
                                            that the value and operating efficiency thereof shall at all times be preserved and maintained,
                                            ordinary wear and tear excepted, and except where the failure to do so would not have, either
                                            individually or in the aggregate, a Material Adverse Effect.



 


Section 8.09     Mining
Assets


 


		(a)	Schedule
                                            "J" sets out all of the Mining Assets owned or held by any of the Group Entities.
                                            Unless otherwise noted in Schedule "J", the Mining Assets are currently registered
                                            and recorded in the name of the Borrower or a Subsidiary as to a 100% undivided legal and
                                            beneficial interest, free and clear of all liens, attachments and encumbrances other than
                                            Permitted Encumbrances. Except as set out in Schedule "J", no other Person has
                                            any interest in the Mining Assets or any right to acquire any such interest;



 





		(b)	To
                                            the knowledge of the Group Entities, the consideration contractually agreed between the prior
                                            owners of the Mining Assets and the relevant Group Entities to acquire such Mining Assets,
                                            including but not limited to the purchase price thereof, have been duly paid or otherwise
                                            settled, except to the extent that such consideration includes future royalty obligations;



 


		(c)	Any
                                            and all material filings required to have been filed to maintain the Mining Assets in good
                                            standing as of the date hereof have been filed;



 


		(d)	The
                                            Group Entities have complete authority to deal with the Mining Assets as provided in this
                                            Agreement and, except in respect of consents and approvals insured over pursuant to a title
                                            insurance policy, have obtained all necessary third party consents required for performance
                                            of their obligations under this Agreement and under the Security Documents;



 


		(e)	To
                                            the knowledge of the Group Entities, all of the Mining Assets have been or are reasonably
                                            in the process of being validly and properly located, filed/applied for, marked out, recorded,
                                            granted and registered in accordance with Applicable Laws and there are no disputes, threatened
                                            or now existing as to title to or applying for or recording of the Mining Assets;



 


		(f)	The
                                            Group Entities have the right to access and enter upon the surface lands over which the Mining
                                            Assets are located and there is no illegal occupation of such lands by (or threatened by)
                                            any Person;



 






     


    - 40 -


    

 


		(g)	The
                                            Mining Assets are not located in any area which is subject to any conflict of geographical
                                            limits between any jurisdiction (including any Province or State) and there are no overlappings
                                            affecting the Mining Assets;



 


		(h)	The
                                            Group Entities have not been served with any written notice from any Governmental Authority
                                            of any revocation or intention to revoke all or any part of the Mining Assets;



 


		(i)	To
                                            the knowledge of the Group Entities, there are no adverse claims, actions, suits or proceedings
                                            pending or, to the knowledge of the Group Entities, threatened, affecting or which could
                                            affect the title to or ownership or use by the Group Entities of the Mining Assets;



 


		(j)	The
                                            Mining Assets do not lie within any protected area, rescue area, reserve, reservation, reserved
                                            area or special needs lands as designated by any governmental entity having jurisdiction
                                            that would materially impair the development of a mining project on such lands;



 


		(k)	No
                                            dispute exists, is pending or to the Group Entities' knowledge, is threatened, with respect
                                            to the Mining Assets between the Group Entities and (i) any surface landowner, (ii) a
                                            concessionaire of the 3rd category of minerals in accordance with Applicable Laws, (iii) a
                                            concessionaire of hydrocarbons rights, and/or (iv) a Governmental Authority and/or any
                                            state-owned company.



 


		(l)	No
                                            archaeological remains have been discovered and no damages to any archaeological remains
                                            have been caused as a direct or indirect result of activities undertaken by the Group Entities
                                            on the Mining Assets;



 


		(m)	The
                                            Lenders will not be affected or bound by the Group Entities binding or non-binding agreements
                                            with any governmental entity, non-governmental organization, first nation and/or community
                                            group, pursuant to which a Group Entity has assumed any investment obligation and/or any
                                            commitment of other nature;



 


		(n)	No
                                            dispute between the Group Entities and any non-governmental organization, community, community
                                            group, aboriginal peoples or aboriginal group exists (other than as set forth in Schedule
                                            "K") or, to the Group Entities' knowledge, is threatened or imminent with respect
                                            to any of the Mining Assets, in each case that could reasonably be expected to have a Material
                                            Adverse Effect;



 


		(o)	None
                                            of the Group Entities have received any correspondence or other written communication from
                                            any non-governmental organization, community, community group or first nation in relation
                                            to the Mining Assets, in each case that could reasonably be expected to have a Material Adverse
                                            Effect; and



 


		(p)	All
                                            Permits required by Environmental Laws are in place and all exploration works on the Mining
                                            Assets, can be conducted as such exploration activities are contemplated as of the date hereof.



 






     


    - 41 -


    

 


Section 8.10     Environmental
Matters.


 


Except as set forth on Schedule "K":


 


		(a)	except
                                            as would not reasonably be expected to have a Material Adverse Effect, all premises currently
                                            or, to the knowledge of a Group Entity, formerly, owned, leased or operated by any Group
                                            Entity or their respective Subsidiaries ("Premises") and all operations
                                            at the Premises conducted by or on behalf of a Group Entity are and formerly have been in
                                            compliance with all applicable Environmental Laws, and each Group Entity has or has obtained
                                            all environmental licenses, Permits or similar authorizations required to be obtained pursuant
                                            to Environmental Laws in connection with the operation or use at the Premises and are in
                                            compliance with all such Permits, and has not received any written notice or otherwise has
                                            knowledge that any such Permits will be revoked;






 


		(b)	no
                                            Environmental Claim is pending or, to the knowledge of the Group Entities, threatened, to
                                            which any Group Entity is or will be a party with respect to the Premises or the business
                                            operated by any Group Entity, nor are there any decrees or orders or other judicial requirements
                                            outstanding under any Environmental Law with respect to the Premises or the business operated
                                            by any Group Entity;



 


		(c)	to
                                            the knowledge of a Group Entity, there are no active or abandoned underground storage tanks
                                            located on the Premises, except those that comply in all material respects with Environmental
                                            Laws;



 


		(d)	save
                                            and except in connection with any tailings disposal facility, to the knowledge of a Group
                                            Entity, the Premises have not been used as a landfill or waste disposal site;



 


		(e)	to
                                            the knowledge of a Group Entity, there are no Hazardous Materials located on, above or below
                                            the surface of the Premises or contained in the soil or water constituting the Premises,
                                            except those being stored, used and otherwise handled and existing in compliance with Environmental
                                            Laws and Hazardous Materials generated on the Premises by a Group Entity have been transported,
                                            treated and disposed of in accordance with Environmental Law;



 


		(f)	to
                                            the knowledge of a Group Entity, there has been no release, spill, leak, emission, discharge,
                                            dumping or disposal of Hazardous Materials at or from the Premises or the business operated
                                            by any Group Entity, in violation of Environmental Laws;



 


		(g)	except
                                            as would not reasonably be expected to have a financial effect greater than $5,000,000, no
                                            Group Entity has received any notice of actual or alleged violation, non-compliance or liability
                                            regarding compliance with Environmental Laws or with respect to any of the Premises or the
                                            business operated by any Group Entity, nor is there any reason to believe that any such notice
                                            will be received or is being threatened; and



 


		(h)	except
                                            as would not reasonably be expected to have a Material Adverse Effect, each Group Entity
                                            has provided to the Agent all environmental assessments, studies, analysis and other information
                                            and correspondence relating to such Group Entity's material non-compliance with or material
                                            liability under any Environmental Laws.



 






     


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Section 8.11     Insurance.


 


The business and Property of the Group Entities are insured with financially
sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by
prudent companies engaged in similar businesses in the mining industry and owning similar properties in localities where the applicable
Group Entity operates and in accordance with good industry practice. Schedule "L" sets forth a description of all insurance
maintained by or on behalf of the Group Entities (including business interruption, property, and general liability insurance) as of the
Effective Date. Each insurance policy listed on Schedule "L" is in full force and effect and all premiums in respect thereof
that are due and payable have been paid.


 


Section 8.12     Material
Contracts.


 


Except as disclosed to the Agent in writing from time to time after
the Effective Date or filed with the SEC, Schedule "M" sets forth all Material Contracts to which any Group Entity is a party
or is bound. The Borrower has delivered true, correct and complete copies of such Material Contracts to the Agent, all of which are in
full force and effect and except as set forth therein, have not been amended. The Group Entities are not in breach or in default in any
material respect of or under any Material Contract and, to the knowledge of the Borrower and Guarantors, no other party is in breach
or default thereunder in any material respects, nor are there any events that are continuing which, but for giving notice, lapse of time
or any other condition subsequent, would constitute a default of a material obligation thereunder or allow for the termination of any
Material Contract.


 


Section 8.13     Taxes.


 


Except as disclosed on Schedule "V" hereto:


 


		(a)	Each
                                            Group Entity has duly filed on a timely basis all Tax returns, elections and reports that
                                            are required to be filed by it under Applicable Law and has paid, collected and remitted
                                            all Taxes and remittances shown thereon to be due and payable, collectible or remittable
                                            by it under Applicable Law, together with applicable interest and penalties, and all other
                                            Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority
                                            (except those that are currently being contested in good faith by appropriate proceedings
                                            and with respect to which reserves in conformity with GAAP have been provided on the books
                                            of the relevant Group Entity). No tax liens have been filed, and, to the knowledge of the
                                            Borrower or Guarantors, no claim is being asserted, with respect to any such Tax, fee or
                                            other charge. No Group Entity is a party to any tax sharing agreement.



 


		(b)	Each
                                            Group Entity has correctly and completely filed on a timely basis all material returns and
                                            reports required to be filed by it regarding any amounts required to be deducted or withheld
                                            by it from any amount paid or credited, or deemed to be paid or credited to, or for the account
                                            or benefit of any Person, including past or present employees, officers or directors and
                                            any non-resident of the country in which the Group Entity is resident. All Taxes and other
                                            amounts shown to be due and payable, collectible or remittable by a Group Entity on such
                                            returns and reports (including income taxes, employment insurance and or any public pension
                                            plan), has been or will be remitted to the proper tax authorities within the time required
                                            under Applicable Law.



 






     


    - 43 -


    

 





		(c)	Each
                                            Group Entity has made adequate provision for, and all required installment payments have
                                            been made in respect of, Taxes and remittances due and payable for the current period for
                                            which returns are not yet required to be filed.



 


		(d)	There
                                            are no agreements, waivers or other arrangements providing for an extension of time with
                                            respect to the filing of any tax return or the payment of any Taxes or remittances described
                                            above.



 


		(e)	There
                                            are no actions, proceedings or claims pending or, to the knowledge of the Group Entities,
                                            threatened by any Governmental Authority to enforce the payment of any Taxes or remittances
                                            described above and to the knowledge of the Group Entities, no such proceedings or actions
                                            are being contemplated by such authorities.



 


Section 8.14     Labour
Matters.


 


Except as, in the aggregate, could not reasonably be expected to have
a Material Adverse Effect:


 


		(a)	there
                                            are no strikes, work stoppages, slowdowns, lockouts or other labour disputes existing, pending
                                            or, to the knowledge of the Borrower and Guarantors, threatened, against any Group Entity
                                            or their employees;



 


		(b)	each
                                            of the Group Entities and each of their respective Subsidiaries is in compliance in all material
                                            respects with all Applicable Law respecting labour and employment terms, conditions and practices;
                                            and



 


		(c)	except
                                            as set out in Schedule "U", none of the Borrower, any Guarantor or any of their
                                            respective Subsidiaries is a party to any labour, union or collective bargaining agreement
                                            or the subject of any current union organizing activities.



 


Section 8.15     Pension
and Benefit Plans.


 


		(a)	Except
                                            as set forth in Schedule "N", each of the Group Entities and their respective Subsidiaries
                                            does not maintain or contribute to, is not required to maintain or contribute to, is not
                                            a party to, or bound by, and has no liability or contingent liability under any Pension Plan
                                            or Benefit Plan.



 


		(b)	All
                                            Pension Plans and Benefit Plans are established, registered, funded, invested, administered,
                                            operated and maintained under, and in material compliance with, all requirements of Applicable
                                            Law, including all Pension and Benefit Laws.



 






     


    - 44 -


    

 


		(c)	No
                                            Pension Plan is a defined benefit Pension Plan and, for avoidance of doubt, no Pension Plan
                                            contains a "defined benefit provision" as such term is defined in subsection 147.1(1) of
                                            the Income Tax Act (Canada). No Pension Plan is a multi-employer pension plan as defined
                                            under the provisions of any applicable Canadian federal or provincial legislation.



 


		(d)	All
                                            employer and employee payments, contributions, premium and other payments, reports, returns
                                            and filings required to be made, remitted or paid under Pension and Benefit Laws in respect
                                            of Pension Plans and Benefit Plans have been made, remitted or paid and, where applicable,
                                            all such plans are fully funded both on a going concern basis and on a solvency basis pursuant
                                            to their most recent actuarial valuations filed with the applicable Governmental Authority
                                            and in accordance with applicable Pension and Benefit Laws. All post-retirement benefit liabilities
                                            (if any) under Pension Plans and Benefit Plans have been properly identified in the Borrower's
                                            consolidated financial statements provided to the Agent, and there are no going concern,
                                            past service or solvency deficiencies under any defined benefit Pension Plan.



 


		(e)	In
                                            respect of any Pension Plans which are registered pension plans within the meaning of the
                                            Income Tax Act (Canada), to the best of the knowledge of the Borrower and the Guarantors,
                                            no steps have been taken to terminate or wind up any such plans (wholly or in part) there
                                            have been no unauthorized merger of such plans, no unauthorized withdrawal of funds from
                                            such plans and no improper contribution holidays taken in respect of such plans.



 


		(f)	There
                                            are no actions, claims or proceedings existing, pending or, to the knowledge of the Borrower,
                                            threatened against any Pension Plan, Benefit Plan or the assets of any such plan which could
                                            be reasonably expected to have a Material Adverse Effect.



 


		(g)	No
                                            Group Entity or ERISA Affiliate has incurred or could be reasonably expected to incur any
                                            liability to, or on account of, a Multiemployer Plan as a result of a violation of Section 515
                                            of ERISA or pursuant to Section 4201, 4204 or 4212(c) of ERISA, or is subject to
                                            withdrawal liability pursuant to Section 4063 of ERISA, or has incurred any liability
                                            as a result of ceasing to make contributions to any Pension Plan which could reasonably be
                                            expected to result in a Material Adverse Effect.



 


Section 8.16     Subsidiaries;
Equity Interests.


 


		(a)	Except
                                            as disclosed to the Agent by the Borrower in writing from time to time after the Effective
                                            Date:



 


		(i)	Schedule
                                            "O" attached hereto sets out, in respect of the each Group Entity and each of their
                                            respective Subsidiaries, each such party's authorized and issued Equity Interests (other
                                            than the Equity Interests of the Borrower) and the direct or indirect registered and beneficial
                                            holders of all such Equity Interests; and



 






     


    - 45 -


    

 





		(ii)	there
                                            are no outstanding subscriptions, options, warrants, calls, rights or other agreements or
                                            commitments (other than stock options granted to employees and save for statutory preemptive
                                            rights) relating to any Equity Interest of the Group Entity, or any Subsidiary, other than
                                            as set out in Schedule "O".



 


		(b)	All
                                            of the outstanding Equity Interests of the Group Entities and each of their Subsidiaries
                                            have been validly issued, are fully-paid and non-assessable free and clear of all Encumbrances
                                            except Permitted Encumbrances.



 


		(c)	No
                                            Group Entity has any equity investments in any corporation or entity other than those disclosed
                                            in Schedule "O".



 


		(d)	Except
                                            as set out in Schedule "O", as of the date hereof, none of the Group Entities,
                                            nor their Subsidiaries, is a party to any unanimous shareholders agreement, shareholders
                                            agreement, partnership or other agreement relating to shares or other equity interests in
                                            the Group Entities or their respective Subsidiaries



 


Section 8.17     Accuracy
of Information.


 


The Borrower has disclosed to the Agent and the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No statement or information contained
in this Agreement, any other Loan Document, or any other document, certificate or statement furnished by or on behalf of the Borrower
to the Agent and the Lenders, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents,
is incorrect or incomplete in any material respect or contains, as of the date such statement, information, document or certificate was
so furnished, any untrue statement of a material fact or omits to state a material fact necessary to make a statement contained herein
or therein not misleading.


 


Section 8.18     Investment
Property.


 


Except as provided in Schedule "P", none of the Borrower,
any Guarantor or any Subsidiary of the Borrower or any Guarantor, owns or has any interest in any investment property, or maintains any
securities account or futures account with any securities intermediary or futures intermediary, respectively (as such terms are defined
in the Personal Property Security Act (Ontario) or any personal property security legislation of any other jurisdiction applicable
to any other Group Entity).


 






     


    - 46 -


    

 



 


Section 8.19     Solvency.


 


Each Group Entity is, and after giving effect to the incurrence of
all Debt and obligations incurred in connection herewith will be, solvent, is able to pay its debts as they become due, has capital sufficient
to carry on its business, and now owns property having a value (both at fair market value and on a liquidation basis) greater than the
amount required to repay all of its Debt.


 


Section 8.20     Sanctions


 


		(a)	No
                                            part of the Advance under the Credit Facility will be used directly or, to the knowledge
                                            of the Borrower or any other Group Entity, indirectly, to fund any operations in, finance
                                            or facilitate any investments, activities, business or transaction with, or make any payments
                                            to, a Sanctioned Person or in any country or territory, that, at the time of such funding,
                                            is, or whose government is, the subject of Sanctions in any manner that would result in any
                                            violation by any Person (including the Lenders) of (i) any Sanctions; or (ii) any
                                            applicable regulations, rules or executive orders issued or administered by any Sanctions
                                            Authority.



 


		(b)	None
                                            of the Group Entities, any of their respective Subsidiaries, or any director, officer, employee,
                                            agent or Affiliate of the Group Entities (i) is or will become a Sanctioned Person;
                                            or (ii) knowingly engages or will engage in any dealings or transactions, or is or will
                                            be otherwise knowingly associated, with any Sanctioned Person that would result in any violation
                                            of (A) any Sanctions, or (B) applicable regulations, rules or executive orders
                                            issued or administered by any Sanctions Authority.



 


		(c)	Each
                                            of the Group Entities and their respective Subsidiaries has implemented, and maintains in
                                            effect, policies and procedures designed to ensure compliance by the Group Entities, their
                                            respective Subsidiaries, their respective directors, officers, employees and agents with
                                            all Sanctions and all applicable regulations, rules or executive orders issued or administered
                                            by any Sanctions Authority.



 


Section 8.21     Anti-Terrorist
Financing and Anti-Money Laundering Laws.


 


		(a)	Each
                                            of the Group Entities and the McEwen Entities, their Subsidiaries and their respective directors,
                                            officers, employees and agents is, and has conducted its business, in compliance with Anti-Terrorist
                                            Financing and Anti-Money Laundering Laws.



 


		(b)	No
                                            part of the Advance issued under the Credit Facility, use of proceeds, or other transactions
                                            contemplated by this Agreement will violate Anti-Terrorist Financing and Anti-Money Laundering
                                            Laws.



 


		(c)	None
                                            of the Group Entities, the McEwen Entities, their Subsidiaries or their respective directors,
                                            officers, employees or agents, is the subject of any investigation, inquiry or enforcement
                                            proceedings by any Governmental Authority regarding any offence or alleged offence under
                                            any Anti-Terrorist Financing and Anti-Money Laundering Laws, and to the knowledge of the
                                            Group Entities and the McEwen Entities, no such investigation, inquiry or proceeding is pending
                                            or has been threatened.



 


		(d)	Each
                                            of the Group Entities, the McEwen Entities and their respective Subsidiaries has implemented,
                                            and maintains in effect, policies and procedures designed to ensure compliance by the Group
                                            Entities and the McEwen Entities, their respective Subsidiaries, their respective directors,
                                            officers, employees and agents with Anti-Terrorist Financing and Anti-Money Laundering Laws.



 






     


    - 47 -


    

 


Section 8.22     Anti-Corruption
Laws.


 


		(a)	Each
                                            of the Group Entities and the McEwen Entities, their Subsidiaries and their respective directors,
                                            officers, employees and agents is, and has conducted its business in compliance with all
                                            Anti-Corruption Laws.



 


		(b)	Each
                                            Group Entity and McEwen Entity shall not, and shall ensure that its Subsidiaries and its
                                            and their respective directors, officers, employees and agents do not, use, directly or indirectly,
                                            any part of the Advance under the Credit Facility for any payments to any governmental official
                                            or employee, political party, official of a political party, candidate for political office,
                                            or anyone else acting in an official capacity, in order to obtain, retain or direct business
                                            or obtain any improper advantage.



 


		(c)	None
                                            of the Group Entities or McEwen Entities, their Subsidiaries or their respective directors,
                                            officers, employees or agents, is the subject to any investigation, inquiry or enforcement
                                            proceedings by any Governmental Authority regarding any offence or alleged offence under
                                            any Anti-Corruption Laws, and no such investigation, inquiry or proceeding is pending or
                                            has been threatened.



 


		(d)	Each
                                            of the Group Entities and McEwen Entity and their respective Subsidiaries has implemented
                                            and maintains in effect policies and procedures designed to ensure compliance by each Group
                                            Entity and McEwen Entity, its Subsidiaries, their respective directors, officers, employees
                                            and agents with Anti-Corruption Laws.



 


Section 8.23     U.S.
Mining Properties.


 


The aggregate fair market value of the real property interests and
mining rights located in the United States and held by a Loan Party that is not the subject of the title opinions delivered pursuant
to Section 6.01(i)(iii) is less than or equal to $5,000,000.


 


Section 8.24     Nature
of Representations and Warranties.


 


The representations and warranties set out in, or deemed to be made
under, this Agreement, or under any certificates or other documents delivered to the Agent pursuant hereto, shall survive the execution
and delivery of this Agreement, notwithstanding any investigations or examinations which may be made by the Agent and the Lenders, and
the Lenders shall be deemed to have relied on such representations and warranties in entering into this Agreement and maintaining the
Credit Facility. Such representations and warranties shall survive until the Obligations have been fully and finally paid and satisfied
and this Agreement has been terminated.


 


Article IX

Positive Covenants


 


During the term of this Agreement, the Borrower for and on behalf
of itself and on behalf of each Guarantor and on behalf of, each Subsidiary of the Borrower or any Guarantor, covenants and agrees that
it shall, and shall cause each Guarantor and each Subsidiary to:


 






     


    - 48 -


    

 


Section 9.01     Payment
of Obligations.


 


Duly and punctually pay all Debts due and payable by each of them
to any Person including all Obligations, Taxes and Contractual Obligations.


 


Section 9.02     Maintenance
of Existence.


 


Maintain and renew in full force and effect its existence, organization
and status in each jurisdiction of incorporation, formation or organization and in each other jurisdiction in which they carry on business
or own assets and make all corporate, partnership and other registrations and filings necessary to do so.


 


Section 9.03     Conduct
of Business and Maintenance of Property.


 


		(a)	Conduct
                                            its business in accordance with sound business practices and in compliance with: (i) its
                                            articles, bylaws and constating documents; (ii) all Applicable Laws; (iii) its
                                            Contractual Obligations; and (iv) Permits to which it or its Property is subject.



 


		(b)	Maintain
                                            in good standing and obtain, as and when required, all Permits and contracts that it requires
                                            to permit it to acquire, own, operate and maintain its business and Property and to perform
                                            its obligations under the Loan Documents to which it is or will be a party.



 


		(c)	Maintain
                                            and preserve all of its Property useful and necessary in its business in good repair, payment
                                            of governmental fees, working order and condition, ordinary wear and tear excepted.



 


Section 9.04     Insurance.


 


		(a)	Maintain
                                            insurance with respect to its property, assets and business, including "all risks"
                                            property and casualty, comprehensive general liability, and business interruption insurance
                                            and such other insurance as the Agent may require, with the Agent, for and on behalf of the
                                            Lenders, shown as first mortgagee and loss payee (on all property and business interruption
                                            insurance policies) and additional insured (on all liability insurance policies), with financially
                                            sound and reputable insurance companies, in such amounts and covering such risks as are customarily
                                            maintained by companies engaged in the same or similar businesses, and as are satisfactory
                                            to the Agent, acting reasonably.



 


		(b)	Furnish
                                            to the Agent, upon written request, confirmation that such insurance is carried and current,
                                            as well as notice of any claims made under the policies in excess of $1,000,000.



 


		(c)	Use
                                            commercially reasonable efforts to cause all insurance policies to provide the Agent with
                                            at least 30 days prior written notice of cancellation.



 






     


    - 49 -


    

 


Section 9.05     Performance
of Material Contracts.


 


Perform and observe all the terms and provisions of each Material
Contract to be performed or observed by it, maintain each Material Contract in full force and effect, enforce each such Material Contract
in accordance with its terms, take all such action to such end as may be from time to time requested by the Agent and, upon request of
the Agent, make to each other party to each Material Contract such demands and requests for information and reports or for action as
any Group Entity or any of its Subsidiaries is entitled to make under such Material Contract.


 


Section 9.06     Taxes
and Withholdings.


 


		(a)	Duly
                                            file on a timely basis all material tax returns required to be filed by it, and duly and
                                            punctually pay all Taxes as they become due and payable under Applicable Law unless they
                                            are being contested in good faith by appropriate proceedings and an adequate reserve has
                                            been provided on the books of the relevant Group Entity for payment of the contested amount.



 


		(b)	Withhold
                                            from each payment made to any of its past or present employees, officers, directors, partners,
                                            and to any non-resident of the country in which the Group Entity is resident, the amount
                                            of all Taxes and other deductions required to be withheld and pay the amount withheld to
                                            the proper Governmental Authority within the time required under Applicable Law.



 


		(c)	Collect
                                            from all Persons the amount of all Taxes required to be collected from them under Applicable
                                            Law and remit the amount collected to the proper Governmental Authority within the time required
                                            under any Applicable Law.



 


Section 9.07     Inspection
of Property; Books and Records; Discussions.


 


		(a)	Keep
                                            proper books of records and accounts in conformity with GAAP, its constating documents and
                                            all Applicable Laws, of all dealings and transactions and assets in relation to the Group
                                            Entities and each of their businesses and activities on a current basis.



 


		(b)	Permit
                                            any representative of the Agent, on reasonable notice and on a confidential basis, to visit
                                            and inspect any of its Properties, inspect its books and records and make copies of and take
                                            extracts of such books and records (including any electronic records stored in a computer
                                            data bank and computer software systems) up to two times per year provided no Default has
                                            occurred and is continuing and following a Default, as often as may reasonably be desired
                                            and to discuss its business operations, properties and financial and other conditions with
                                            its officers and employees and its independent public accountants, the reasonable costs and
                                            expenses of all of which shall be paid by the Borrower.



 






     


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Section 9.08     Environmental
Laws.


 


		(a)	Comply
                                            with all applicable Environmental Laws and obtain, maintain and comply in all respects with
                                            any and all Permits required by applicable Environmental Laws, and ensure the same by all
                                            of its tenants and subtenants, if any.



 


		(b)	Save
                                            and except in respect of any tailings disposal facility, ensure that there are no Hazardous
                                            Materials located on, above or below the surface of any Premises except as would not be expected
                                            to result in a Material Adverse Effect.



 


		(c)	Ensure
                                            that there are no underground storage tanks located on the Premises, except in compliance
                                            with Environmental Laws.



 


		(d)	Save
                                            and except in respect of any tailings at any tailings disposal facility, ensure that the
                                            Premises will not be used as a landfill or waste disposal site.



 


		(e)	Promptly,
                                            upon acquiring knowledge thereof, give written notice to the Agent of any non-compliance
                                            with Environmental Laws occurring on or in relation to the Premises which would reasonably
                                            be expected to have a Material Adverse Effect.



 


		(f)	Conduct
                                            and complete all remedial, removal and other actions necessary to remove and clean up all
                                            Hazardous Materials from any of its properties required under Environmental Laws and promptly
                                            comply in all respects with all lawful orders and directives of all Governmental Authorities
                                            regarding Environmental Laws.



 


		(g)	Establish
                                            and implement such procedures as may be necessary to continuously determine and assure that
                                            the Group Entities' obligations under this section are timely and fully satisfied.



 


Section 9.09     Use
of Proceeds.


 


Use the proceeds of the Credit Facility only for the purposes set
out in Section 2.02.


 


Section 9.10     Anti-Terrorist
Financing and Anti-Money Laundering Laws.


 


		(a)	Comply
                                            with all Anti-Terrorist Financing and Anti-Money Laundering Laws and "know your client"
                                            Applicable Laws (collectively, "AML Legislation").



 


		(b)	Each
                                            Group Entity and McEwen Entity acknowledges that, pursuant to AML Legislation, the Agent
                                            and the Lenders may be required to obtain, verify and record information regarding each Group
                                            Entity and McEwen Entity, each of their respective Subsidiaries and each of their respective
                                            directors, authorized signing officers, direct or indirect shareholders or other Persons
                                            in control of any of them, and the transactions contemplated herein. Each Group Entity and
                                            McEwen Entity shall, promptly provide all such information as may be reasonably required
                                            by the Agent, any Lender, or any assignee or participant of a Lender, in order to comply
                                            with AML Legislation.



 






     


    - 51 -


    

 


		(c)	If
                                            the Agent has ascertained the identity of any Group Entity or McEwen Entity or any authorized
                                            signatories of a Group Entity or a McEwen Entity for the purposes of applicable AML Legislation,
                                            then the Agent:



 


		(i)	shall
                                            be deemed to have done so as an agent for each Lender, and this Agreement shall constitute
                                            a "written agreement" in such regard between each Lender and the Agent within the
                                            meaning of the applicable AML Legislation; and



 


		(ii)	shall
                                            provide to each Lender copies of all information obtained in such regard without any representation
                                            or warranty as to its accuracy or completeness.



 


Notwithstanding the preceding sentence and except as may
otherwise be agreed in writing, each of the Lenders agrees that the Agent does not have any obligation to ascertain the identity of the
Group Entities or McEwen Entities or any authorized signatories of the Group Entities or McEwen Entities on behalf of any Lender, or
to confirm the completeness or accuracy of any information it obtains from any Group Entity or McEwen Entity or any such authorized signatory
in doing so.


 


		(d)	Adopt
                                            and maintain adequate policies, procedures and controls to ensure that it and each of its
                                            directors, officers, employees and agents is in compliance with all AML Legislation.



 


Section 9.11     Anti-Corruption
Laws.


 


		(a)	Comply
                                            with all Anti-Corruption Laws.



 


		(b)	Conduct
                                            its business in such a way and to adopt and maintain adequate policies, procedures and controls
                                            to ensure that it and each of its directors, officers, employees and agents is in compliance
                                            with all Anti-Corruption Laws and that the representations and warranties set out in Section 8.22
                                            are true and correct at all times (and not just at, or as of, the times such representations
                                            and warranties are made or deemed to be made).



 


Section 9.12     Sanctions.


 


		(a)	Comply
                                            with all Sanctions.



 


		(b)	Conduct
                                            its business in such a way and adopt and maintain adequate policies, procedures and controls
                                            to ensure that it and each of its directors, officers, employees and agents is in compliance
                                            with all Sanctions and that the representations and warranties set out in Section 8.20
                                            are true and correct at all times (and not just at, and as of, the times such representations
                                            and warranties are made or deemed to be made).



 






     


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Section 9.13     Pension
and Benefit Plans.


 


		(a)	Operate,
                                            administer and perform all of its obligations under and in respect of all Pension Plans and
                                            Benefit Plans in material compliance with the terms of such plans and all applicable Pension
                                            and Benefit Laws and shall maintain all necessary governmental approvals which are material
                                            in respect of the operation of such plans and comply, in all respects, with its obligations
                                            under such plans and applicable Pension and Benefit Laws including making all contributions
                                            and payments (normal and special) required to be made under the terms of such plans, applicable
                                            Pension and Benefit Laws and any applicable valuation report.



 


		(b)	Ensure
                                            that the representations and warranties set out in Section 8.15 are true and correct
                                            at all times (and not just at, and as of, the times that such representations and warranties
                                            are made or deemed to be made).



 


Section 9.14     Bank
Accounts.


 


Promptly upon the request of the Agent, cause cash and Cash Equivalents
held by Subsidiaries that are not subject to a first priority perfected security interest in favour of the Agent to be transferred to
a deposit account that is subject to a deposit account control agreement (or substantially similar agreement) in accordance with Section 5.01(e).


 


Section 9.15     Further
Assurances.


 


Promptly upon the request of the Agent:


 


		(a)	correct
                                            any material defect or error that may be discovered in any Loan Document or in the execution,
                                            acknowledgement, filing or recordation thereof; and



 


		(b)	do,
                                            execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register
                                            any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of
                                            trust, trust deeds, assignments, financing statements and continuations thereof, termination
                                            statements, notices of assignments, transfers, certificates, assurances and other instruments
                                            as the Agent, may require from time to time in order to:



 


		(i)	carry
                                            out more effectively the purposes of the Loan Documents;



 


		(ii)	perfect
                                            and maintain the validity, effectiveness and priority of the security interests intended
                                            to be created under the Security Documents and the other Loan Documents; and



 


		(iii)	assure,
                                            convey, grant, assign, transfer, preserve, protect and confirm more effectively to the Lenders,
                                            the rights granted or now or hereafter intended to be granted to the Lenders under any Loan
                                            Document to which any Group Entity is, or is to be, a party.



 






     


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Article X

Reporting Requirements


 


During the term of this Agreement, the Borrower for and on behalf
of itself and on behalf of each Guarantor and on behalf of each Subsidiary of the Borrower or any Guarantor, covenants and agrees that
it shall, and shall cause each Guarantor and each Subsidiary to:


 


Section 10.01     Financial
Statements.


 


Provide to the Agent:


 


		(a)	Annual
                                            Financial Statements. As soon as available, but in any event within 90 days after the
                                            end of each Fiscal Year of the Borrower, a copy of the annual audit report of the Borrower
                                            and its Subsidiaries for such year including a copy of the audited consolidated balance sheet
                                            of the Borrower, the Guarantors and their respective Subsidiaries as at the end of such year
                                            and the related audited consolidated statements of operations and of cash flows for such
                                            year, setting forth, in each case, in comparative form the figures for the previous year,
                                            together with an opinion as to such audit report from Ernst & Young LLP or other
                                            independent certified public accountants of nationally recognized standing, which opinion
                                            does not contain a "going concern" or similar qualification or exception, or qualification
                                            arising out of the scope of the audit; provided that, in the event of any change in
                                            generally accepted accounting principles used in the preparation of such financial statements,
                                            the Borrower shall also provide a reconciliation of such financial statements to GAAP.



 


		(b)	Quarterly
                                            Financial Statements. As soon as available, but in any event within 45 days after the
                                            end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, the unaudited
                                            consolidated balance sheet of the Borrower, the Guarantors and their respective Subsidiaries
                                            as at the end of such Fiscal Quarter and the related unaudited consolidated statements of
                                            operations and of cash flows for such quarter and the portion of the Fiscal Year through
                                            the end of such quarter, setting forth in each case, in comparative form, the figures for
                                            the previous year, certified by a Responsible Officer as being fairly stated in all material
                                            respects (subject to normal year-end audit adjustments).



 


		(c)	Monthly
                                            Financial Reporting. As soon as available, but in any event within 30 days after the
                                            end of each month occurring during each Fiscal Year of the Borrower, the financial reporting
                                            substantially in the form as set out on Schedule "W" hereto, certified by a Responsible
                                            Officer as being fairly stated in all material respects.



 


All such financial statements shall be complete and correct in all
material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants
or Responsible Officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected
therein and with prior periods, except as required by rules of the SEC for interim financial statements. Information required to
be delivered with respect to the Group Entities pursuant to Section 10.01 shall be deemed to have been delivered on the date on
which such information has been posted on the Borrower's website on the Internet, at www.sec.gov, at www.sedar.com or at another website
identified by the Borrower by notice to the Agent and accessible by the Lenders without charge.


 






     


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Section 10.02     Compliance
Certificates; Other Information.


 


The Borrower shall furnish the following to the Agent:


 


		(a)	Concurrent
                                            with the delivery of the financial statements in 10.01(b) and 10.01(c), a Compliance
                                            Certificate certifying that no Material Adverse Effect has occurred and as it relates to
                                            a certificate delivered with reporting under Section 10.01(b) confirmation that
                                            the Borrower is in compliance with the financial covenants in Section 8.03, in substantially
                                            the form annexed hereto as Schedule "F" signed by a Responsible Officer of the
                                            Borrower.



 


		(b)	Such
                                            other information respecting the business, condition (financial or otherwise), operations,
                                            performance, properties or prospects of any Group Entity as the Agent may from time to time
                                            reasonably request.



 


Section 10.03     Notices.


 


Promptly and in any event within three days after learning of such
event give notice to the Agent of:


 


		(a)	the
                                            occurrence of any Default or Event of Default;



 


		(b)	any
                                            default (however defined) under any Material Contract or Permit of any Group Entity;



 


		(c)	any
                                            litigation or proceeding affecting any Group Entity (i) in which the amount not covered
                                            by insurance is $5,000,000 or greater; (i) in which injunctive or similar relief is
                                            sought and which would result in a financial impact of which would reasonably be expected
                                            to be greater than $5,000,000 or (ii) which relates to any Loan Document;



 


		(d)	with
                                            respect to any Pension Plan or Benefit Plan, as soon as possible and in any event within
                                            10 days after the Borrower knows or has reason to know thereof, of any failure to meet the
                                            minimum funding standards under applicable Pension and Benefit Laws (whether or not a funding
                                            waiver has been granted), any inability to pay premiums, normal payments, special payments,
                                            or benefits when due, any merger, consolidation or transfer of its assets, any changes in
                                            the plan's contributing sponsor or controlled group, the creation of any Encumbrance over
                                            a Group Entity’s assets related to such plan or the institution of proceedings or the
                                            taking of any other action with respect to the withdrawal from, or the termination, reorganization
                                            or insolvency of such plan, in each case, where such action, event or proceedings could reasonably
                                            be expected to have a Material Adverse Effect;



 






     


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		(e)	the
                                            occurrence of any Environmental Claim the financial impact of which would reasonably be expected
                                            to be greater than $5,000,000, against or of any non-compliance by any Group Entity with
                                            any Environmental Law or relevant Permit;



 


		(f)	any
                                            development or event that has had or could reasonably be expected to have a Material Adverse
                                            Effect; and



 


		(g)	notice
                                            of any Related Party transaction (or series of related transactions) or agreement having
                                            a value or involving payments by or to a Group Entity of (a) $5,000,000, either for
                                            any one transaction or on a per annum basis or (b) $5,000,000 in aggregate over the
                                            life of the agreement or any series of transactions



 


Each notice provided pursuant to this Section 10.03 shall be
accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating
what action the relevant Person proposes to take with respect thereto.


 


Article XI

Negative Covenants


 


During the term of this Agreement, the Borrower for and on behalf
of itself, and on behalf of each Guarantor and each Subsidiary of the Borrower and any Guarantor, covenants and agrees that, without
the prior written consent of the Required Lenders, it shall not and shall cause each Guarantor and Subsidiary of the Borrower or any
Guarantor not to:


 


Section 11.01     Limitation
on Debt.


 


Create, incur, assume, permit to exist, or otherwise become liable
with respect to, any Debt other than Permitted Debt.


 


Section 11.02     Limitation
on Encumbrances.


 


Create, incur, assume or permit to exist any Encumbrance on any property
or assets (including Equity Interests of any of its Subsidiaries) now owned or hereafter acquired by it or on any income or rights in
respect of any thereof, except for Permitted Encumbrances.


 


Section 11.03     Fundamental
Change; Nature of Business.


 


		(a)	Merge
                                            into, amalgamate or consolidate with any other Person, enter into any partnership, joint
                                            venture, corporate reorganization or other transaction intended to effect a consolidation,
                                            amalgamation or merger or wind-up, dissolve, restructure, liquidate, become bankrupt or permit
                                            any winding-up, dissolution, liquidation, arrangement or bankruptcy; provided that,
                                            if no Event of Default shall have occurred and is continuing at the time thereof and immediately
                                            after giving effect thereto, (i) any Subsidiary of the Borrower that is a Group Entity
                                            may merge or amalgamate into the Borrower; (ii) any Group Entity (other than the Borrower)
                                            may merge or amalgamate into any other Group Entity in a transaction in which the amalgamated
                                            entity is a Group Entity; and (iii) any Subsidiary that is not a Group Entity may liquidate
                                            or dissolve if the Borrower determines in good faith that such liquidation or dissolution
                                            is in the best interests of the Borrower and does not prejudice the Lenders.



 


		(b)	Engage
                                            in any business other than businesses of the type conducted by the Borrower and its Subsidiaries
                                            on the date hereof and businesses reasonably related thereto.



 






     


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Section 11.04     Limitations
on Changes to Capital Structure.


 


Make any change in the capital structure, in, or authorize or issue
any Equity Interests of any Subsidiary, save and except if the Person to whom such Equity Interests are issued is or becomes a Guarantor
and then only if: (i) the additional Equity Interests (other than options) so issued are concurrently and validly pledged to the
Agent for the benefit of the Lenders under the Security Documents; (ii) certificates together with stock transfer powers in respect
of such Equity Interests (other than options) are delivered to the Agent; and (iii) all resolutions and legal opinions and other
documents required by the Agent, acting reasonably, are delivered to the Agent.


 


Section 11.05     Limitation
on Investments.


 


Make any advance, loan, extension of credit (by way of guarantee or
otherwise) or capital contribution to, or purchase, hold or acquire any Equity Interests, bonds, notes, debentures or other debt securities
of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, "Investments"),
except:


 


		(a)	Investments
                                            in Cash Equivalents;



 


		(b)	Investments
                                            constituting Capital Expenditures;



 


		(c)	intercompany
                                            Investments by any Loan Party in the Borrower or any other Person that, prior to such Investment,
                                            is a Loan Party;



 


		(d)	extensions
                                            of trade credit in the ordinary course of business (including any instrument evidencing the
                                            same and any instrument, security or other asset acquired through bona fide collection efforts
                                            with respect to the same);



 


		(e)	Investments
                                            that are Permitted Acquisitions; and



 


		(f)	in
                                            addition to Investments otherwise expressly permitted by this Section 11.05, Investments
                                            by the Borrower or any other Loan Party in an aggregate amount (valued at cost) not to exceed
                                            $3,000,000 annually.



 


Section 11.06     Limitation
on Dispositions.


 


Sell, lease, assign, transfer, or otherwise dispose of any of its
Property, whether now owned or hereafter acquired, or sell any Equity Interests to any Person, except:


 


		(a)	dispositions
                                            of obsolete or worn-out Property in the ordinary course of business;



 


		(b)	dispositions
                                            of inventory, product or produced or unprocessed minerals, metals or other mineral or extracted
                                            materials in the ordinary course of business;



 






     


    - 57 -


    

 


		(c)	dispositions
                                            of publicly traded securities for fair market value;



 


		(d)	dispositions
                                            of Property to the Borrower or any other Loan Party, provided such Property remains subject
                                            at all times to the Security Documents; and



 


		(e)	dispositions
                                            of other property, other than Equity Interests of a Subsidiary of the Borrower, in any Fiscal
                                            Year of the Borrower, so long as (i) such property, together with all other property
                                            disposed of during such Fiscal Year, shall have a fair market value not exceeding $5,000,000;
                                            and (ii) the purchase price paid to the Borrower or other Loan Party for such property
                                            shall be paid solely in cash.



 


Section 11.07     Limitation
on Sale and Leasebacks


 


Enter into any arrangement with any Person whereby such Group Entity
shall sell or otherwise transfer any property owned by it either:


 


		(a)	such
                                            Person and thereafter rent or lease such Property from such Person; or



 


		(b)	any
                                            other Person to whom funds have been or are to be advanced by such Person on the security
                                            of such Property or rental obligations of such Group Entity.



 


Section 11.08     Limitation
on Distributions.


 


Declare or pay any dividend on, or make any payment on account of,
or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition
of, any Equity Interests of the Borrower, whether now or hereafter outstanding, or make any other payment or distribution of money or
equivalents (including royalties and management fees) by or to the shareholders of the Borrower or its creditors (collectively, "Distributions"),
except that:


 


		(a)	the
                                            Borrower may declare and pay dividends with respect to its Equity Interests, provided that
                                            the amount of dividends per share in any Fiscal Year do not exceed the amount of dividends
                                            per share made in the Fiscal Year ended December 31, 2019 (subject to required adjustments,
                                            in the opinion of the Agent, for share splits, consolidations and other changes in capital
                                            structure);



 


		(b)	the
                                            Borrower may declare and pay dividends and make other Distributions and payments with respect
                                            to its Equity Interests if payable solely in its Equity Interests of the Borrower; and



 


		(c)	the
                                            Borrower may purchase or otherwise acquire Equity Interests in any Guarantor or Subsidiary
                                            of the Borrower using additional shares of its Equity Interests and provided that such Equity
                                            Interest are at all times subject to the Security Documents.



 






     


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Section 11.09     Limitation
on Related Party Transactions.


 


Enter into or be a party to any transaction including any purchase,
sale, lease, license, or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees,
with any Related Party unless:


 


		(a)	such
                                            transaction is otherwise permitted by the terms of this Agreement;



 


		(b)	such
                                            transaction is in the ordinary course of business of the Group Entity;



 


		(c)	such
                                            transaction is on fair and reasonable terms no less favourable to the Group Entity than those
                                            that would have been obtained in a comparable transaction on an arm's length basis from an
                                            unrelated Person; and



 


		(d)	there
                                            is no Default or Event of Default before or after the making of such payment; and



 


		(e)	to
                                            the extent that any Related Party transaction or agreement has consideration greater than
                                            (a) $1,000,000, either at any one time or on a per annum basis or (b) $3,000,000
                                            in aggregate over the life of the agreement or over any series of transactions, consent of
                                            the Agent



 


Section 11.10     Limitations
on Plans.


 


		(a)	Establish,
                                            or make amendments or changes to, any existing Pension Plan or Benefit Plan or other agreements
                                            or arrangements with shareholders, directors, officers, senior management or employees other
                                            than those currently in place and disclosed to the Agent as of the date of this Agreement.



 


		(b)	Establish
                                            or contribute to any defined benefit Pension Plan or acquire an interest in any Person if
                                            such Person sponsors, administers, maintains or contributes to, or has any liability in respect
                                            of any defined benefit Pension Plan.



 


Section 11.11     Limitations
on Unfunded Capital Expenditures.


 


Incur binding obligations to pay Capital Expenditures that the Borrower
would be reasonably expected to will cause the Borrower to fail to comply with Section 12.01.


 


Section 11.12     Limitations
on Name Change, Location of Assets, Jurisdiction of Incorporation and Chief Executive Office.


 


Without providing the Agent with at least thirty (30) days' prior
written notice:


 


		(a)	change
                                            its name;



 


		(b)	change
                                            its jurisdiction of incorporation, the laws governing its constating documents, or the statute
                                            under which it is created or organized;



 






     


    - 59 -


    

 


		(c)	change
                                            the jurisdiction in which its chief executive office is located or its place of business;
                                            or



 


		(d)	permit
                                            any tangible personal property of any Loan Party that is subject to a security interest in
                                            favour of the Agent to be located in any jurisdiction in which the Agent has not registered
                                            or perfected the Lenders' security interests.



 


Section 11.13     Limitation
on Amendments to Material Contracts.


 


Amend, supplement or otherwise modify (pursuant to a waiver or otherwise)
in any respect materially adverse to the interests of the Lenders, without the Required Lenders' prior written consent, either:


 


		(a)	its
                                            constating documents or allow its shareholders to amend its constating documents; or



 


		(b)	the
                                            terms and conditions of any Material Contract.



 


Section 11.14     Fiscal
Year.


 


Change its Fiscal Year without the prior consent of the Agent.


 


Section 11.15     Bank
Accounts.


 


Except as disclosed on Schedule "Q" hereto,
and as it applies to the Loan Parties only, open or maintain any deposit or securities accounts unless the Agent, for and on behalf of
the Lenders, has received all documents (including all account control agreements, if required) in form and substance satisfactory to
the Agent, acting reasonably to ensure the Agent has a first priority perfected security interest in such accounts.


 


Section 11.16     Limitation
on Restrictive Agreements.


 


Create, incur, assume, permit to exist any consensual limitation or
restriction on the ability of the Borrower or any Subsidiary of the Borrower to:


 


		(a)	make
                                            any payment to the Agent or the Lenders, provide the Security Documents to the Agent, or
                                            perform or observe any of its other covenants or agreements under any of the Loan Documents;
                                            or



 


		(b)	in
                                            the case of Subsidiaries, to make any Distributions to the Borrower or any of its Subsidiaries.



 


Section 11.17     Limitation
on Hedging Arrangements.


 


Enter into Hedging Arrangements of any kind after the date of this
Agreement, except for Hedging Arrangements entered in the ordinary course of a Loan Party's business (but not for speculative purposes)
to hedge or mitigate bona fide interest rate, currency or commodity risks to which the Loan Parties are exposed in the conduct
of their business or the management of their liabilities.


 






     


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Section 11.18     Limitation
on Royalty, Stream or Other Arrangements.


 


Make any payment on royalties in respect of minerals from any Property
or enter into any royalty, stream financing, off-take agreements (other than off-take agreements based on sales at spot rate) or similar
agreement or arrangement with any Person, except in connection with Permitted Royalties.


 


Section 11.19     Limitation
on Executive Compensation


 


Enter into executive compensation arrangements on terms that are materially
inconsistent with the course of the Loan Parties' past practice;


 


Section 11.20     Limitation
on Bank Accounts.


 


Subject to Section 9.14, the aggregate amount of cash and Cash
Equivalents held by the Group Entities (considered on a group basis) that is not subject to a first priority perfected security interest
in favour of the Agent shall not, at any time, exceed $15,000,000, or the exchange equivalent.


 


Article XII

Financial Covenants


 


For so long as this Agreement is in force, and until the Obligations
have been paid in full and the Credit Facility has been terminated, the Borrower shall ensure that, all at all times:


 


Section 12.01     Working
Capital.


 


Its Consolidated Working Capital is not less than the amount set forth
as at each Calculation Date indicated in the table below:


 


	Calculation Date for
    Fiscal Quarter ending	 	Minimum
    Consolidated Working Capital	 
	September 30, 2020	 	$	0	 
	December 31, 2020	 	$	0	 
	March 31, 2021	 	$	2,500,000	 
	June 30, 2021	 	$	2,500,000	 
	September 30, 2021	 	$	2,500,000	 
	December 31, 2021	 	$	2,500,000	 
	March 31, 2022	 	$	5,000,000	 
	June 30, 2022	 	$	5,000,000	 
	September 30, 2022	 	$	5,000,000	 
	December 31, 2022	 	$	5,000,000	 
	March 31, 2023	 	$	5,000,000	 
	June 30, 2023	 	$	7,000,000	 
	September 30, 2023 and each Fiscal
    Quarter thereafter	 	$	10,000,000	 



 






     


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Section 12.02     Minimum
Shareholders Equity.


 


Its shareholders equity calculated in accordance with GAAP, on a consolidated
basis, is not less than $120,000,000, calculated as at each Calculation Date


 


Article XIII

Events of Default and Remedies


 


Section 13.01     Events
of Default.


 


The occurrence of any one or more of the following events or conditions
shall constitute an "Event of Default" under this Agreement:


 


		(a)	Payment
                                            Default. The Borrower fails to pay: (i) any principal amount owing under this Agreement
                                            or any other Loan Document when due, whether at stated maturity, by acceleration, by notice
                                            of voluntary prepayment, by mandatory prepayment or otherwise and such failure remains unremedied
                                            for a period of three (3) Business Days; or (ii) any interest or other amount payable
                                            hereunder or under any other Loan Document when due and payable and such failure remains
                                            unremedied for a period of five (5) Business Days.



 


		(b)	Incorrect
                                            Representations. Any representation, warranty, certification or other statement of fact
                                            made or deemed made by or on behalf of any Group Entity herein or in any other Loan Document
                                            or any amendment or modification hereof or thereof or waiver hereunder or thereunder or in
                                            any certificate, document, report, financial statement or other document furnished by or
                                            on behalf of any Group Entity under or in connection with this Agreement or any other Loan
                                            Document, proves to have been incorrect, incomplete or misleading in any material respect
                                            on or as of the date made or deemed made.



 


		(c)	Breach
                                            of Specified Covenants. Any Group Entity fails to perform or observe any of its covenants,
                                            terms, conditions or agreements contained in Section 9.02, Section 9.07, Section 9.08,
                                            Section 9.09, Section 9.10, Section 9.11, Section 9.12, Section 9.13,
                                            Article XI or Article XII.



 


		(d)	Breach
                                            of Other Covenants. Any Group Entity fails to perform or observe any of its other covenants,
                                            terms, conditions or agreements contained in this Agreement or any other Loan Document (other
                                            than as provided in (a) through (c) of this Section 13.01, and such failure
                                            continues unremedied for a period of fifteen (15) Business Days after the earlier of: (x) the
                                            Borrower becoming aware of such failure, or (y) the Agent giving the Borrower notice
                                            of such failure.



 






     


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		(e)	Cross-Default.
                                            Any Group Entity:



 


		(i)	fails
                                            to pay any principal or interest in respect of any Debt (including any Guarantee Obligation,
                                            but excluding any Debt outstanding under this Agreement) when due and such failure continues
                                            after the applicable grace period, if any, specified in the agreement or instrument relating
                                            to such Debt; or



 


		(ii)	an
                                            event of default occurs under any such Debt;



 


		(iii)	provided
                                            that, a default, event or condition described in clause (i) or (ii) of this
                                            Section (e) shall not at any time constitute an Event of Default unless, at such
                                            time, one or more defaults, events or conditions of the type described in clauses (i) and
                                            (ii) of this Section (e) has occurred and is continuing with respect to Debt, the outstanding
                                            principal amount of which exceeds, in the aggregate, $5,000,000.



 


		(f)	Voluntary
                                            Bankruptcy or Insolvency. Any Group Entity:



 


		(i)	commences
                                            or institutes any application, proceeding or other action under any Bankruptcy and Insolvency
                                            Law and any other applicable corporate legislation, seeking (A) to have an order for
                                            relief entered with respect to it or to petition for its winding up, or (B) to adjudicate
                                            it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up,
                                            liquidation, dissolution, composition, compromise, proposal, stay of proceedings of creditors
                                            generally, or other relief with respect to it or its debts;



 


		(ii)	admits
                                            in writing its inability to pay its debts generally or makes a general assignment for the
                                            benefit of its creditors; or



 


		(iii)	any
                                            Group Entity takes any action in furtherance of, or indicating its consent to, approval of,
                                            or acquiescence in, any of the acts set forth in Section 13.01(g).



 


		(g)	Involuntary
                                            Bankruptcy or Insolvency. With respect to any Group Entity:



 


		(i)	there
                                            is commenced against such Group Entity in a court of competent jurisdiction any application,
                                            proceeding or other action of a nature referred to in Section 13.01(f) which (A) results
                                            in the entry of an order for relief or any such adjudication or appointment, or (B) remains
                                            undismissed, undischarged, unstayed or unbonded for forty-five (45) days;



 


		(ii)	there
                                            is commenced against such Group Entity any application, proceeding or other action seeking
                                            issuance of a warrant of seizure and sale, execution, garnishment or similar process against
                                            all or any substantial part of its Property which results in the entry of an order for any
                                            such relief which has not been vacated, discharged, stayed or bonded pending appeal within
                                            forty-five (45) days from the entry thereof; or



 


		(iii)	the
                                            appointment of a receiver, liquidator, provisional liquidator, interim receiver, receiver
                                            and manager, trustee, custodian, conservator or other similar official for it or for all
                                            or any part of its assets.



 






     


    - 63 -


    

 


		(h)	Judgments.
                                            The entry of one or more judgments or the issuance or registration of any writ of enforcement
                                            or order against any Group Entity involving, in the aggregate, a liability (not paid or fully
                                            covered by insurance as to which the relevant insurance company has been notified and has
                                            accepted coverage) in an amount in excess of $5,000,000 and all such judgments or writs have
                                            not been released, bonded, satisfied, discharged, vacated, stayed or accepted for payment
                                            by an insurer within forty-five (45) days from the entry, commencement or levy thereof.



 


		(i)	Invalidity
                                            of Loan Documents. If:



 


		(i)	any
                                            provision of any Loan Document ceases for any reason to be valid, binding and in full force
                                            and effect, or any security interest created by the Security Documents is not, or ceases
                                            to constitute, in whole or in part, a first ranking Encumbrance on the Property of the Borrower
                                            and each other Group Entity intended to be charged thereby other than as expressly permitted
                                            hereunder or thereunder, and in each case is not replaced by a valid, binding and enforceable
                                            Loan Document;



 


		(ii)	any
                                            Group Entity contests in any manner the validity or enforceability of any provision of any
                                            Loan Document;



 


		(iii)	any
                                            Group Entity denies that it has any or further liability or obligation under any provision
                                            of any Loan Document (other than as a result of repayment in full of the Obligations and
                                            termination of the Commitments) or purports to revoke, terminate or rescind any provision
                                            of any Loan Document; or



 


		(iv)	any
                                            Loan Document is invalidated in any material respect by any act, regulation, or governmental
                                            action or is determined to be invalid in any material respect by a court or other judicial
                                            entry and such determination has not been stayed pending appeal.



 


		(j)	Change
                                            of Control. Any Change of Control occurs.



 


		(k)	Material
                                            Adverse Effect. There occurs in the reasonable judgment of the Agent, a Material Adverse
                                            Effect.



 


		(l)	Going
                                            Concern Statement. The audit report to the financial statements of the Borrower contain
                                            any qualification or exception, which (a) is of a "going concern" or similar
                                            nature; or (b) relates to any limited scope of examination of material matters relevant
                                            to such financial statements, if such limitation results from the refusal or failure of the
                                            Borrower or any other Group Entity to grant access to necessary information therefor.



 






     


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		(m)	Abandonment
                                            of Assets. Any Group Entity takes or seeks to take any action to (a) abandon all
                                            or any material portion of the Mining Assets, (b) abandon the construction of the Gold
                                            Bar Asset, (c) put any Operating Mine on care and maintenance, or (d) otherwise
                                            suspend construction, development or mining operations, any Operating Mine (other than temporary
                                            suspensions for sound operational reasons not to exceed three (3) months).



 


		(n)	Expropriation.
                                            Any Governmental Authority directly or indirectly condemns, expropriates, nationalizes, seizes
                                            or appropriates any Group Entity or any material property which relates to or forms part
                                            of the Property and which is not vacated, discharged, stayed or bonded pending appeal within
                                            forty-five (45) days from the entry thereof.



 


		(o)	Exchange
                                            Control. Any Governmental Authority imposes or enforces formal or de facto exchange or
                                            currency controls or restrictions on export of metal applicable to any Group Entity or the
                                            Property and such controls or restrictions could reasonably be expected to have a Material
                                            Adverse Effect.



 


Section 13.02     Remedies
Upon an Event of Default.


 


		(a)	Acceleration
                                            on Default. Upon the occurrence of an Event of Default and for so long as an Event of
                                            Default is continuing: (i) the entire principal amount of the Advance then outstanding,
                                            together with all accrued and unpaid interest thereon; (ii) the Prepayment Interest;
                                            and (iii) all other amounts owing under this Agreement and the other Loan Documents,
                                            shall be accelerated and become immediately due and payable upon written notice to that effect
                                            from the Agent to the Borrower, all without any other notice and without presentment, protest,
                                            demand, notice of dishonour or any other demand whatsoever (all of which are expressly waived
                                            by the Borrower and the other Group Entities). In such event, the Security Documents shall
                                            become immediately enforceable and the Agent may exercise any right or recourse and proceed
                                            by any action, suit, remedy or proceeding against any Group Entity as the Agent and the Lenders
                                            are entitled to take under Applicable Law, this Agreement, the Security Documents and the
                                            other Loan Documents for the recovery and payment in full of all Obligations, and such other
                                            action as the Agent deems advisable to enforce their rights and remedies, all without any
                                            notice, presentment, demand, protect or other formality, all of which are expressly waived
                                            by the Borrower and the other Group Entities. No such remedy for the enforcement of the rights
                                            of the Agent and the Lenders shall be exclusive of, or dependent on, any other remedy, but
                                            any one or more of such remedies may from time to time be exercised independently or in combination
                                            with any other remedy.



 


		(b)	Automatic
                                            Acceleration. In addition to the rights of the Agent and the Lenders under Section 13.02(a),
                                            in the event of an Event of Default under Section 13.01(f) or (g), the obligations
                                            of the Lenders to make any further Advance under this Agreement (if any) shall automatically
                                            be terminated and (i) the entire principal amount of the Advance then outstanding, together
                                            with all accrued and unpaid interest thereon, (ii) the Prepayment Interest, and (iii) all
                                            other amounts owing under this Agreement and the other Loan Documents, shall automatically
                                            become immediately due and payable without any other notice and without presentment, protest,
                                            demand, notice of dishonour or any other demand whatsoever (all of which are expressly waived
                                            by the Borrower and the other Group Entities).



 






     


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Section 13.03     Saving.


 


The Agent and the Lenders shall have no obligation to the Borrower
or any other Group Entity to pursue any specific remedy, to realize on any collateral securing the Obligations, to enforce the Security
Documents or to allow any of its collateral to be sold, dealt with or otherwise disposed of. The Agent and the Lenders shall not be responsible
to the Borrower or any other Loan Party for any loss or damage upon the realization or enforcement of, the failure to realize on or enforce
or the failure to permit any of the collateral to be sold, dealt with, or otherwise disposed of, or for any act or omission, except that
the Agent and the Lenders may be responsible for any loss or damage arising from the willful misconduct or gross negligence of the Agent
or the Lenders, as applicable.


 


Section 13.04     Agent
May Perform.


 


Following the occurrence of an Event of Default, and for so long as
such event shall persist, if the Borrower or any other Loan Party shall fail to perform any of its covenants or agreements in this Agreement
or any of the other Loan Documents, the Agent may (but shall have no obligation to), on behalf of the Lenders, perform any or all such
covenants or agreements in any manner deemed fit by the Agent without thereby waiving any rights to enforce the Loan Documents. All expenses
and disbursements incurred by the Agent and the Lenders (including legal fees and disbursements) shall be an Obligation secured by the
Security Documents and shall be payable on demand by the Agent or the Lenders, as applicable.


 


Section 13.05     Right
of Set-Off.


 


		(a)	If
                                            an Event of Default shall have occurred and is continuing, each of the Lenders and each of
                                            their respective Affiliates is hereby authorized at any time and from time to time, to the
                                            fullest extent permitted by law, and without prior notice to the Borrower, any such notice
                                            being expressly waived by the Borrower, to set-off, appropriate and apply any and all deposits
                                            (general or special, time or demand, provisional or final, in whatever currency) at any time
                                            held and other obligations (in whatever currency) at any time owing by such Lender or Affiliate
                                            to or for the credit or the account of any Loan Party against any and all of the Obligations
                                            now or hereafter existing under this Agreement or any other Loan Document to such Lender,
                                            whether direct or indirect, absolute or contingent, matured or unmatured, and irrespective
                                            of whether or not such Lender or any Affiliate shall have made any demand under the Loan
                                            Documents and although such Obligations of such Loan Party are owed to a branch, office or
                                            Affiliate of such Lender different from the branch, office or Affiliate holding such deposit
                                            or obligated on such indebtedness. Each Lender agrees to notify the Borrower promptly after
                                            any such set-off and appropriation and application; provided that, the failure to
                                            give such notice shall not affect the validity of such set-off and appropriation and application.
                                            The rights of each of the Lenders and each of their respective Affiliates under this Section 13.05
                                            are in additional to any other rights and remedies available to them (including other rights
                                            of set-off, consolidation of accounts or bankers' liens).



 






     


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		(b)	If
                                            a Defaulting Lender or its Affiliate exercises any such right of set-off: (i) all amounts
                                            so set off shall be paid over immediately to the Agent for further application in accordance
                                            with the provisions of Section 14.12 and, pending payment, shall be segregated by the
                                            Defaulting Lender or its Affiliate from its other funds and deemed to be held in trust for
                                            the benefit of the Agent and the Lenders (excluding the Defaulting Lender); and (ii) the
                                            Defaulting Lender shall promptly provide the Agent with a statement describing in reasonable
                                            detail the Obligations owing to the Defaulting Lender as to which the right of set-off was
                                            exercised. If any Affiliate of a Lender exercises any rights under this Section 13.05,
                                            it shall share the benefit received in accordance with Section 14.06 as if the benefit
                                            had been received by the Lender of which it is an Affiliate.



 


Section 13.06     Application
of Payments.


 


Notwithstanding any other provision of this Agreement or any other
Loan Document, after the occurrence and during the continuance of an Event of Default, all payments made by or on behalf of the Borrower
or any other Loan Party under this Agreement or from the proceeds of realization under any of the Security Documents, or otherwise collected
by the Agent or any Lender on account of any of the Obligations, shall be applied to the Obligations as follows (as the same become due
at maturity, by acceleration or otherwise):


 


		(a)	First,
                                            to the payment of any fees, indemnities, expenses and other amounts (other than principal
                                            and interest, but including fees of counsel and other advisors engaged by the Agent and including
                                            in connection with realizing on the Security Documents) payable to the Agent in its capacity
                                            as such hereunder or under any other Loan Document;



 


		(b)	Second,
                                            to the payment of any bonus interest (including, for avoidance of doubt, any Prepayment Interest),
                                            indemnities, expenses and other amounts (other than principal and interest) owed to the Lenders
                                            hereunder or under any other Loan Document, rateably among the Lenders in proportion to the
                                            amounts owing to each Lender under this clause over the total amount owing to all Lenders
                                            under this clause;



 


		(c)	Third,
                                            to the payment of all outstanding amounts of interest payable under the Loan Documents (including
                                            default interest and interest payable before and after the commencement of any insolvency
                                            or bankruptcy proceeding), rateably among the Lenders in proportion to the amounts owing
                                            to each Lender under this clause over the total amount owing to all Lenders under this clause;



 


		(d)	Fourth,
                                            to the payment of the outstanding principal amount of the Advance in the inverse order of
                                            maturity; and



 


		(e)	Fifth,
                                            any balance remaining to the Borrower or as otherwise required by Applicable Law.



 


 






     


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Section 13.07     Third
Parties.


 


No Person dealing with any Lender, the Agent or any other representative
of the Lenders is required to determine: (a) whether the Security Documents (or any of them) have become enforceable, the powers
that the Lenders, the Agent or any other representative of the Lenders are purporting to exercise have become exercisable, or any Obligations
remain outstanding; (b) as to the necessity or expediency of the conditions which any sale may be subject to; (c) otherwise
as to the propriety or regularity of any sale, disposition or any other dealing with the collateral charged by the Security Documents
or any part thereof; or (d) how any payments to the Lenders, the Agent or any other representative of the Lenders has been or will
be applied. Any Person who acquires collateral that is charged by the Security Documents from a Lender or Lenders, the Agent or any representative
of any of them in good faith will acquire it free from any interest of the Loan Parties.


 


Article XIV

The Agent and the Lenders


 


Section 14.01     Appointment
and Authority.


 


Each Lender hereby irrevocably appoints Sprott Resource Lending II
(Collector), LP to act on its behalf as the Agent hereunder and under the other Loan Documents, and authorizes the Agent to take such
actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the
Lenders. No Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of the provisions of this Article.
The use of the term "agent" in any Loan Document with reference to the Agent is not intended to connote any fiduciary or other
implied (or express) obligation arising under agency doctrine of any Applicable Laws. Instead, the term is used as a matter of market
custom and is intended to create or reflect only an administrative relationship between contracting parties.


 


Section 14.02     Rights
as a Lender.


 


The Person serving as the Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and the term "Lender"
or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving
as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities
of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Loan Parties
or any Affiliate thereof, all as if such Person were not the Agent hereunder and without any duty to account to the Lenders.


 






     


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Section 14.03     No
Fiduciary Duty and Exculpatory Provisions.


 


		(a)	The
                                            Agent shall not have any duties or obligations except those expressly set out in the Loan
                                            Documents, which shall be administrative in nature. Without limiting the generality of the
                                            foregoing, the Agent:



 


		(i)	shall
                                            not be subject to any fiduciary or other implied duties, regardless of whether a Default
                                            has occurred and is continuing;



 


		(ii)	shall
                                            not have any duty to take any discretionary action or exercise any discretionary powers,
                                            except discretionary actions and powers expressly contemplated by the Loan Documents that
                                            the Agent is required to exercise as directed in writing by the Required Lenders (or such
                                            other number or percentage of the Lenders as shall be expressly provided for in the Loan
                                            Documents); provided that, the Agent shall not be required to take any action that,
                                            in its opinion or the opinion of its counsel, may expose the Agent to liability or that is
                                            contrary to any Loan Document or Applicable Law; and



 


		(iii)	shall
                                            not, except as expressly set out in the Loan Documents, have any duty to disclose, and shall
                                            not be liable for the failure to disclose, any information relating to the Loan Parties or
                                            any of their Affiliates that is communicated to the Agent.



 


		(b)	The
                                            Agent shall not be liable for any action taken or not taken by it: (i) with the consent
                                            or at the request of the Required Lenders (or such other number or percentage of the Lenders
                                            as is necessary or as the Agent believes in good faith is necessary, under the Loan Documents);
                                            or (ii) in the absence of its own gross negligence or willful misconduct as determined
                                            by a final and non-appealable judgment of a court of competent jurisdiction.



 


		(c)	The
                                            Agent shall be deemed not to have knowledge of any Default unless and until notice describing
                                            the Default is given to the Agent by the Borrower or a Lender.



 


		(d)	Except
                                            as otherwise expressly provided in this Agreement, the Agent shall not be responsible for
                                            or have any duty to ascertain or inquire into: (i) any statement, warranty or representation
                                            made in or in connection with the Loan Documents; (ii) the contents of any certificate,
                                            report or other document delivered in connection with the Loan Documents; (iii) the
                                            performance or observance of any of the covenants, agreements or other terms or conditions
                                            set out in the Loan Documents or the occurrence of any Default; (iv) the validity, enforceability,
                                            effectiveness or genuineness of the Loan Documents; or (v) the satisfaction of any condition
                                            specified in this Agreement, other than to confirm receipt of items expressly required to
                                            be delivered to the Agent.



 






     


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Section 14.04     Reliance
by the Agent.


 


The Agent shall be entitled to rely on, and shall not incur any liability
for relying on any notice, request, certificate, consent, statement, instrument, document or other writing (including, any electronic
message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Agent may rely on any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder
to the making of an Advance that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition
is satisfactory to such Lender unless the Agent shall have received written notice to the contrary from such Lender before making such
Advance. The Agent may consult with legal counsel (who may be counsel for any Loan Party), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.


 


Section 14.05     Delegation
of Duties.


 


The Agent may perform any and all of its duties and exercise its rights
and powers under any of the Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit facilities as well as activities as Agent.
The Agent shall have no responsibility for the conduct or negligence of any sub-agent appointed by it hereunder, except to the extent
that a court of competent jurisdiction determines that the Agent acted with gross negligence or willful misconduct in the appointment
of such sub-agent.


 


Section 14.06     Sharing
of Payments by Lenders.


 


If any Lender, by exercising any right of set-off or counterclaim
or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion
of the aggregate amount of its Commitment and accrued interest thereon or other obligations hereunder greater than its pro rata
share thereof as provided herein, then the Lender receiving such payment or other reduction shall: (i) notify the Agent of such
fact; and (ii) purchase (for cash at face value) participations in the Commitment and such other obligations of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably
in accordance with the aggregate amount of principal of and accrued interest on their respective Commitments and other amounts owing
them, provided that:


 


		(a)	if
                                            any such participations are purchased and all or any portion of the payment giving rise thereto
                                            is recovered, such participations shall be rescinded and the purchase price restored to the
                                            extent of such recovery, without interest;



 






     


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		(b)	the
                                            provisions of this Section shall not be construed to apply to: (i) any payment
                                            made by any Loan Party pursuant to and in accordance with the express terms of this Agreement;
                                            or (ii) any payment obtained by a Lender as consideration for the assignment of or sale
                                            of a participation in any of its Commitments or participation in disbursements under Letters
                                            of Credit to any assignee or participant, other than to any Loan Party or any Affiliate of
                                            a Loan Party (as to which the provisions of this Section shall apply); and



 


		(c)	the
                                            provisions of this Section shall not be construed to apply to: (i) any payment
                                            made while no Default has occurred and is continuing in respect of obligations of the Borrower
                                            to such Lender that do not arise under or in connection with the Loan Documents; (ii) any
                                            payment made in respect of an obligation that is secured by a Permitted Encumbrance, or that
                                            is otherwise entitled to priority over the Borrower's obligations under or in connection
                                            with the Loan Documents; (iii) any reduction arising from an amount owing to a Loan
                                            Party upon the termination of derivatives entered into between the Loan Party and such Lender;
                                            or (iv) any payment to which such Lender is entitled as a result of any form of credit
                                            protection obtained by such Lender.



 


The Loan Parties consent to the foregoing and agree, to the extent
that they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against each Loan Party rights of set-off and counterclaim and similar rights of Lenders with respect to such participation
as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.


 


Section 14.07     Administration
of Credits.


 


		(a)	Duties
                                            of the Administrative Agent. Unless otherwise specified in this Agreement, the Agent
                                            shall perform the following duties:



 


		(i)	ensure
                                            that all conditions precedent to any Advance have been fulfilled or waived in accordance
                                            with, and subject to, the terms of this Agreement;



 


		(ii)	receive
                                            and distribute each Lender's Applicable Percentage of an Advance to the Borrower in accordance
                                            with the terms of this Agreement;



 


		(iii)	use
                                            reasonable efforts to collect promptly all sums due and payable by the Borrower under this
                                            Agreement and distribute all payments received from the Borrower to each Lender in accordance
                                            with such Lender's Applicable Percentage and the terms of this Agreement;



 


		(iv)	hold
                                            and execute, as agent on behalf of the Lenders, the Security Documents or collateral and
                                            take all required steps to perfect (whether by registration, possession, control or otherwise)
                                            and maintain the Security Documents; for greater certainty, the Agent, as part of its duties
                                            as Agent, is authorized to act as hypothecary representative of the Lenders for the purposes
                                            of any hypothec granted by any Loan Party pursuant to article 2692 of the Civil Code of
                                            Quebec;



 






     


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		(v)	release
                                            and discharge the security interest of the Lenders under the Security Documents with respect
                                            to any property or assets to the extent necessary to complete any disposition permitted by
                                            this Agreement;



 


		(vi)	hold
                                            all legal documents relating to the Credit Facility, maintain complete and correct records
                                            showing the Advance made by the Lenders, all remittances and payments made by the Borrower
                                            to the Agent, all remittances and payments made by the Agent to the Lenders and all other
                                            sums received by the Agent and allow each Lender and its advisors to examine such accounts,
                                            records and documents at its own expense, and provide any Lender upon reasonable notice,
                                            with such copies thereof as such Lender may reasonably require from time to time at the Lender's
                                            expense;



 


		(vii)	promptly
                                            forward to each Lender, upon receipt, copies of: (x) all financial information received
                                            from the Borrower; (y) an up-to-date loan status report; and (z) other notices,
                                            correspondence or information received by the Agent from the Borrower or Guarantors involving
                                            or relating to the Lenders;



 


		(viii)	promptly
                                            forward to each Lender, upon request and at the expense of such Lender, copies of the Loan
                                            Documents;



 


		(ix)	promptly
                                            notify each Lender of the occurrence of any Default or Event of Default of which the Agent
                                            has actual knowledge; and



 


		(x)	except
                                            as otherwise provided in this Agreement, act in accordance with any instructions given to
                                            the Agent by the Required Lenders or all the Lenders, as applicable.



 


		(b)	Actions
                                            Requiring Unanimous Consent of the Lenders. Unless otherwise specified in this Agreement,
                                            the Agent may only take the following actions with the prior written unanimous consent of
                                            all of the Lenders:



 


		(c)	amend,
                                            terminate or waive any terms of the Loan Documents (including this Agreement) if such amendment,
                                            termination or waiver would:



 


		(A)	increase
                                            the maximum amount of credit available under the Credit Facility or increase the amount of
                                            any Lender's Commitment;



 


		(B)	decrease
                                            the amount of any payment or repayment (as applicable) of principal, interest or other amounts
                                            due under the Loan Documents;



 


		(C)	extend
                                            the Credit Facility Maturity Date;



 


		(D)	extend
                                            any date fixed by the Loan Documents for the payment of principal, interest or other amounts
                                            due under the Loan Documents;



 






     


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		(E)	change
                                            the definition of Required Lenders;



 


		(F)	change
                                            the definition of Applicable Percentage; or



 


		(G)	change
                                            any provision relating to the pro rata treatment of Lenders;



 


		(ii)	release
                                            the Borrower or any Guarantor;



 


		(iii)	release
                                            any Security Document or change the priority of any Lender's security interest in the Property,
                                            except as otherwise expressly permitted under this Agreement;



 


		(iv)	amend,
                                            terminate or waive this Article XIV or Section 18.03 or any other provision of
                                            this Agreement providing for the unanimous consent of all the Lenders;



 


		(v)	consent
                                            to the assignment or transfer by the Borrower of any of its rights and obligations under
                                            the Loan Documents.



 


		(d)	Actions
                                            Requiring the Consent of Required Lenders. Unless otherwise specified in this Agreement,
                                            the Agent may only take the following actions with the prior written consent of the Required
                                            Lenders:



 


		(i)	subject
                                            to this Section 14.07, exercise any rights of notice and approval granted to the Lenders
                                            under this Agreement;



 


		(ii)	amend,
                                            terminate or waive any term of the Loan Document (including a waiver of a Default) other
                                            than any amendments, terminations or waivers set out in Section 14.07(b) which
                                            require the unanimous consent of the Lenders;



 


		(iii)	all
                                            actions or decisions relating to matters not expressly set out in Section 14.07(a) and
                                            (b) above, including:



 


		(A)	amend
                                            or waive any conditions precedent set out in Article VI;



 


		(B)	amend
                                            or waive a Default;



 


		(C)	provide
                                            written notice to the Borrower of a Default;



 


		(D)	accelerate
                                            the Obligations;



 


		(E)	issue
                                            a demand letter or enforcement notices to the Borrower or the Guarantors;



 


		(F)	take
                                            any action to enforce performance of the Obligations and realize on the Security Documents
                                            including without limitation the appointment of an interim receiver, receiver, receiver manager
                                            or other trustee;



 






     


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		(G)	pay
                                            insurance premiums, Taxes and any sums that may be required to be paid to protect the Lenders
                                            and preserve their collateral; and



 


		(H)	engage
                                            professionals;



 


		(iv)	as
                                            between the Borrower, on the one hand, and the Agent and the Lenders, on the other hand:



 


		(A)	all
                                            statements, certificates, consents and other documents which the Agent purports to deliver
                                            on behalf of the Lenders or the Required Lenders shall be binding on each of the Lenders,
                                            and the Borrower shall not be required to ascertain or confirm the authority of the Agent
                                            in delivering such documents;



 


		(B)	all
                                            certificates, statements, notices and other documents which are delivered by the Borrower
                                            to the Agent in accordance with this Agreement, shall be deemed to have been duly delivered
                                            to each of the Lenders; and



 


		(C)	all
                                            payments which are delivered by the Borrower to the Agent in accordance with this Agreement
                                            shall be deemed to have been duly delivered to each of the Lenders; and



 


		(v)	except
                                            in its own right as a Lender, the Agent shall not be required to advance its own funds for
                                            any purpose and, in particular, shall not be required to pay with its own funds insurance
                                            premiums, taxes or public utility charges or the cost of repairs or maintenance with respect
                                            to any Property that is the subject matter of any security, nor shall it be required to pay
                                            with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by
                                            it as permitted hereby.



 


		(vi)	notwithstanding
                                            the foregoing, no amendment, modification or waiver affecting the rights or obligations of
                                            the Agent may be made without consent.



 


Section 14.08     Indemnification.


 


Each Lender agrees to indemnify the Agent and hold it harmless (to
the extent not reimbursed by the Borrower), rateably according to its Applicable Percentage (and not jointly or jointly and severally)
from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements
of any counsel, which may be incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or
the transactions therein contemplated. However, no Lender shall be liable for any portion of such losses, claims, damages, liabilities
and related expenses resulting from the Agent's gross negligence or willful misconduct as determined by a judgment of a court of competent
jurisdiction. The Agent shall not be required to take or continue any action unless the Agent has received sufficient funds or arrangements
satisfactory to it for indemnification to cover the cost of the proposed action.


 






     


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Section 14.09     Replacement
of Agent.


 


		(a)	The
                                            Agent may at any time give written notice of its resignation to the Lenders and the Borrower.
                                            On receipt of any such notice of resignation, the Required Lenders shall have the right,
                                            in consultation with the Borrower, to appoint a successor Agent, which shall be a Lender
                                            having an office in Toronto, Ontario, or an Affiliate of any such Lender with an office in
                                            Toronto, Ontario. The Agent may also be removed at any time by the Required Lenders on 30
                                            days' notice to the Agent and the Borrower as long as the Required Lenders, in consultation
                                            with the Borrower, appoint and obtain the acceptance of a successor within those 30 days,
                                            which successor shall be a Lender having an office in Toronto, Ontario or an Affiliate of
                                            any such Lender with an office in Toronto, Ontario.






 


		(b)	If
                                            no successor has (i) been appointed by the Required Lenders, and (ii) accepted
                                            the appointment within thirty (30) days after the retiring Agent gives notice of its resignation,
                                            or by such earlier date as agreed by the Required Lenders, then the retiring Agent may, on
                                            behalf of the Lenders, appoint a successor Agent meeting the qualifications set out above
                                            and that is not a Defaulting Lender; provided that, if the Agent notifies the Borrower
                                            and the Lenders that no qualifying Person has accepted that appointment, then the resignation
                                            shall nonetheless become effective in accordance with the retiring Agent's notice and (i) the
                                            retiring Agent shall be discharged from its duties and obligations under the Loan Documents
                                            (except that the retiring Agent shall continue to hold the Security Documents on behalf of
                                            the Lenders until a successor Agent is appointed), and (ii) all payments, communications
                                            and determinations provided to be made by, to or through the Agent shall instead be made
                                            by or to each Lender directly, until the Required Lenders appoint a successor Agent.



 


		(c)	On
                                            the successor's appointment as Agent, the successor shall succeed to and become vested with
                                            all of the rights, powers, privileges and duties of the former Agent, and the former Agent
                                            shall be discharged from all of its duties and obligations under the Loan Documents (if not
                                            already discharged from them as provided in the previous subsection). The fees payable by
                                            the Borrower to a successor Agent shall be the same as those payable to its predecessor unless
                                            otherwise agreed between the Borrower and such successor. After the termination of the service
                                            of the former Agent, the provisions of this Article and of Article XVI shall continue
                                            in effect for the benefit of the former Agent, its sub-agents and their respective Related
                                            Parties in respect of any actions taken or omitted to be taken by any of them while the former
                                            Agent was acting as Agent.



 


Section 14.10     Non-Reliance
on Agent and Other Lenders.


 


Each Lender acknowledges that it has, independently and without reliance
on the Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and
without reliance on the Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based on this Agreement,
any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 






     


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Section 14.11     Collective
Action of the Lenders.


 


Each of the Lenders hereby acknowledges that, to the extent permitted
by Applicable Law, any collateral security and the remedies provided under the Loan Documents to the Lenders are for the benefit of the
Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder and under any collateral
security are to be exercised not severally, but by the Agent on the decision of the Required Lenders (or such other number or percentage
of the Lenders as shall be expressly provided for in the Loan Documents). Accordingly, despite any of the provisions contained herein
or in any collateral security, each of the Lenders hereby agrees that it shall not be entitled to take any action hereunder or thereunder
including any declaration of default hereunder or thereunder but that any such action shall be taken only by the Agent with the prior
written agreement of the Required Lenders (or such other numbers or percentage of the Lenders as shall be expressly provided for in the
Loan Documents). Each of the Lenders hereby further agrees that, on any such written agreement being given, it shall co-operate fully
with the Agent to the extent requested by the Agent. Despite the foregoing, in the absence of instructions from the Lenders and where
in the sole opinion of the Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action, the Agent
may without notice to or consent of the Lenders take such action on behalf of the Lenders as it deems appropriate or desirable in the
interests of the Lenders. The Agent may refrain from acting in accordance with any instructions from the Required Lenders to take any
steps to enforce or realize on any Property subject to the Security Documents, until it shall have received such security as it may reasonably
require against all costs and expenses (including legal fees) that it will or may incur in complying with such instructions.


 


Section 14.12     Defaulting
Lenders.


 


Notwithstanding, any provision in this Agreement to the contrary,
upon a Lender becoming a Defaulting Lender:


 


		(a)	The
                                            provisions of this Section 14.12(a) to (e) shall apply to the extent permitted
                                            by Applicable Law until the Lender is no longer a Defaulting Lender.



 


		(b)	Such
                                            Defaulting Lender will not be entitled to vote on any issue (other than on a reduction of
                                            the principal amount of its loan or any increase or extension of its Commitment) and its
                                            Commitment will be excluded in the determination of decisions requiring the consent of the
                                            Required Lenders or the unanimous consent of all Lenders.



 


		(c)	Non-Defaulting
                                            Lenders will be allocated, based on their Applicable Percentage (excluding the Defaulting
                                            Lender's Commitment and up to such Non-Defaulting Lender's Commitment), the funding obligations
                                            of the Defaulting Lender to the Borrower. The Defaulting Lender will not be released from
                                            its obligations to the Borrower, notwithstanding such reallocation.



 






     


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		(d)	The
                                            Agent can withhold any amount that it receives which would otherwise be payable to a Defaulting
                                            Lender in a segregated account and apply such amounts at such time or times as may be determined
                                            by the Agent as follows:



 


		(i)	First,
                                            to the payment of any amounts owing by the Defaulting Lender to the Agent under this Agreement;



 


		(ii)	Second,
                                            to repay on a pro rata basis the incremental portion of any Commitments made by a
                                            Lender pursuant to this Section in order to fund a shortfall created by a Defaulting
                                            Lender and, upon receipt of such repayment, each such Lender shall be deemed to have assigned
                                            to the Defaulting Lender such incremental portion of such Commitment;



 


		(iii)	Third,
                                            to the payment of any amounts owing to the Borrower as a result of any judgment of a court
                                            of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result
                                            of such Defaulting Lender's breach of its obligations under this Agreement; and



 


		(iv)	Forth,
                                            to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;



 


		(e)	A
                                            Defaulting Lender will remain a Defaulting Lender until the Agent notifies the Defaulting
                                            Lender that they are satisfied that such Defaulting Lender is no longer a Defaulting Lender.
                                            Concurrently, with such notification, the Agent will make such adjustments among the Lenders
                                            as are necessary to give effect to the foregoing and the provisions in this Section shall
                                            cease to apply, provided that no retroactive adjustments will be made (including with
                                            respect to interest and other amounts payable).



 


Section 14.13     Administrative
Agent May File Proofs of Claim.


 


		(a)	In
                                            case of the pendency of any proceeding under any Bankruptcy and Insolvency Laws, the Agent
                                            (irrespective of whether the principal of any Advance shall then be due and payable as set
                                            forth herein or by declaration or otherwise and irrespective of whether the Agent shall have
                                            made any demand on the Loan Parties) shall be entitled and empowered (but not obligated),
                                            by intervention in such proceeding or otherwise:



 


		(i)	to
                                            file and prove a claim in such proceeding for the full amount of the principal and interest
                                            owing and unpaid in respect of any Advance and all other Obligations that are owing and unpaid,
                                            and to file such other documents as may be necessary or advisable in order to have the claims
                                            of the Lenders and the Agent (including any claim for the reasonable compensation, expenses,
                                            disbursements and advances of the Lenders and the Agent, and their respective agents and
                                            counsel and all other amounts due the Lenders and the Agent; and



 


		(ii)	to
                                            collect and receive any monies or other property payable or deliverable on any such claims
                                            and to distribute the same;



 






     


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and any custodian, receiver, interim receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make
such payments to the Agent and, if the Agent shall consent to the making of such payments directly to the Lenders, to pay to the Agent
any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any
other amounts due the Agent.


 


		(b)	Nothing
                                            contained herein shall be deemed to authorize the Agent to authorize or consent to or accept
                                            or adopt on behalf of any Lender any plan of reorganization, arrangement, proposal, compromise
                                            or composition affecting the Obligations or the rights of any Lender or to authorize the
                                            Agent to vote in respect of the claim of any Lender in any such proceeding.



 


Section 14.14     Provisions
Operative Between Lenders and Agent Only.


 


The provisions of this Article relating to the rights and obligations
of the Lenders and the Agent inter se shall be operative as between the Lenders and the Agent only, and the Loan Parties shall
not have any rights or obligations under, or be entitled to rely for any purpose on, such provisions.


 


Article XV

Change of Circumstance


 


Section 15.01     Change
in Law.


 


		(a)	Increased
                                            Costs Generally. If any Change in Law shall:



 


		(i)	impose,
                                            modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge
                                            or similar requirement against assets of, deposits with or for the account of, or credit
                                            extended or participated in by, any Lender;



 


		(ii)	subject
                                            any Lender to any Taxes of any kind whatsoever with respect to this Agreement or any Advance
                                            made by it, or change the basis of taxation of payments to a Lender in respect of this Agreement
                                            or any Advance, except for Indemnified Taxes, Other Taxes covered by Section 15.02 and
                                            Excluded Taxes;



 


		(iii)	impose
                                            on any Lender any other condition, cost or expense affecting this Agreement or the Advance
                                            made by that Lender;



 


		(iv)	and
                                            the result of any of the foregoing shall be to increase the cost to a Lender of making, converting
                                            to, continuing or maintaining any Advance, of maintaining its obligation to make any such
                                            Advance, or to reduce the amount of any sum received or receivable by a Lender hereunder
                                            (whether of principal, interest or any other amount) then, upon request of the Lender, the
                                            Borrower will pay to the Lender such additional amount or amounts as will compensate the
                                            Lender for such additional costs incurred or reduction suffered.






 






     


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		(b)	Certificate
                                            of Increased Costs. A certificate from a Lender setting forth the amount or amounts necessary
                                            to compensate it or its holding company as specified in Section 15.01(a) (collectively,
                                            "Additional Compensation"), including reasonable detail of the basis of
                                            calculation of the amount or amounts, and delivered to the Borrower, shall be conclusive
                                            absent manifest error. The Borrower shall pay the Additional Compensation to the applicable
                                            Lender within 10 days after receipt of any such certificate.



 


		(c)	Delay
                                            in Making a Request. Failure or delay on the part of a Lender to demand Additional Compensation
                                            pursuant to this Section shall not constitute a waiver of the Lender's right to demand
                                            such compensation.



 


Section 15.02     Taxes.


 


		(a)	Any
                                            and all payments by or on account of any obligation of a Loan Party hereunder or under any
                                            other Loan Document shall be made free and clear of and without reduction or withholding
                                            for any Taxes, other than Excluded Taxes; provided that if a Loan Party is required
                                            by Applicable Law (as determined in the good faith discretion of such Loan Party) to deduct
                                            or withhold any Taxes from any such payment, then:



 


		(i)	if
                                            such Tax is an Indemnified Tax, the amount payable by such Loan Party shall be increased
                                            so that after making all required deductions or withholdings (including deductions or withholdings
                                            applicable to additional amounts payable under this Section), the Agent, Lender or other
                                            payee, as applicable, receives an amount equal to the amount it would have received had no
                                            such deductions or withholdings been made; and



 


		(ii)	the
                                            Loan Party shall make such deductions, pay the full amount deducted to the relevant Governmental
                                            Authority promptly and in accordance with Applicable Law, and provide to the Agent, Lender
                                            or other payee, as applicable, official receipts or other evidence satisfactory to such payee
                                            of each such payment.



 


		(b)	The
                                            Loan Parties shall timely pay all Other Taxes to the relevant Governmental Authority in accordance
                                            with Applicable Law or, at the option of the Agent, promptly reimburse the Agent for the
                                            payment of any Other Taxes.



 


		(c)	The
                                            Loan Parties shall jointly and severally indemnify the Agent and each Lender, on demand,
                                            for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted
                                            on or attributable to amounts payable under this Section) payable or paid by the Agent or
                                            that Lender or required to be withheld or deducted from a payment to the Agent or that Lender
                                            and any reasonable expenses arising from or with respect to the Indemnified Taxes, whether
                                            or not they were correctly or legally imposed or asserted by the relevant Governmental Authority.
                                            A certificate as to the amount of the payment or liability delivered to the Borrower by a
                                            Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender,
                                            shall be conclusive absent manifest error.



 






     


    - 79 -


    

 


		(d)	Each
                                            Lender shall severally indemnify the Agent, within 10 days after demand therefor, for:



 


		(i)	any
                                            Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties
                                            have not already indemnified the Agent for such Indemnified Taxes and without limiting the
                                            obligation of the Loan Parties to do so);



 


		(ii)	any
                                            Taxes attributable to such Lender's failure to comply with the maintenance of the Register;
                                            and



 


		(iii)	any
                                            Excluded Taxes attributable to such Lender, in each case, that are paid or payable by the
                                            Agent in connection with any Loan Document, and any reasonable expenses arising therefrom
                                            or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted
                                            by the relevant Governmental Authority. A certificate as to the amount of such payment or
                                            liability delivered to any Lender by the Agent shall be conclusive absent manifest error.
                                            Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time
                                            owing to such Lender under any Loan Document or otherwise payable by the Agent to the Lender
                                            from any other source against any amounts due to the Agent under this Section 15.02(d).



 


		(e)	As
                                            soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority
                                            pursuant to this Section 15.02, the Loan Party shall deliver to the Agent the original
                                            or a certified true copy of the receipt issued by the Governmental Authority evidencing such
                                            payment, a copy of the return reporting the payment or other evidence of the payment that
                                            is satisfactory to the Agent, acting reasonably.



 


		(f)	Any
                                            Foreign Lender that is entitled to an exemption from or reduction of withholding tax under
                                            the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty
                                            to which that jurisdiction is a party, with respect to payments under any Loan Document shall
                                            deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by Applicable
                                            Law and at any time reasonably requested by the Borrower or the Agent, all properly completed
                                            and executed documentation prescribed by Applicable Law that will permit the payments to
                                            be made without withholding or at a reduced rate of withholding. In addition: (i) any
                                            Lender shall deliver such other documentation prescribed by Applicable Law or reasonably
                                            requested by the Borrower or the Agent that will enable the Borrower or the Agent to determine
                                            whether or not that Lender is subject to withholding or information reporting requirements;
                                            and (ii) any Lender shall notify the Borrower and the Agent in writing within five Business
                                            Days of ceasing to be, or to be deemed to be, (i) resident in Canada for purposes of
                                            Part XIII of the Income Tax Act (Canada) or any successor provision, or (ii) resident
                                            in the United States for purposes of the Internal Revenue Code of the United States. Each
                                            Lender agrees that if any form or certification it delivers pursuant to this Section 15.02(f) expires
                                            or becomes obsolete, inaccurate or incomplete in any respect, it shall update such form,
                                            certification and other documentation as required by Applicable Law and provide such revised
                                            documentation to the applicable Loan Parties within five business days of the event causing
                                            such obsolesce or inaccuracy.






 






     


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		(g)	If
                                            a payment made to a Lender under any Loan Document would be subject to FATCA Withholding
                                            Tax if that Lender were to fail to comply with the applicable reporting requirements provided
                                            by Sections 1471-74 of the Internal Revenue Code of the United States, and Treasury Regulations
                                            and other guidance issued thereunder), the Lender shall deliver to the Borrower and the Agent
                                            at the time or times prescribed by Applicable Law or reasonably requested by the Borrower
                                            or the Agent, the documentation prescribed by Applicable Law and such additional documentation
                                            reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and
                                            the Agent to comply with their obligations relating to FATCA Withholding Tax and to determine
                                            that the Lender has complied with its obligations relating to FATCA Withholding Tax or to
                                            determine the amount to deduct and withhold from the payment. Each Lender agrees that if
                                            any form or certification it delivers pursuant to this Section 15.02(g) expires
                                            or becomes obsolete, inaccurate or incomplete in any respect, it shall update such form,
                                            certification and other documentation as required by Applicable Law and provide such revised
                                            documentation to the applicable Loan Parties within five business days of the event causing
                                            such obsolesce or inaccuracy.



 


		(h)	If
                                            any party to this Agreement determines, in its sole discretion exercised in good faith, If
                                            any party to this Agreement determines, in its sole discretion exercised in good faith, that
                                            it has received a refund of any Taxes as to which it has been indemnified pursuant to this
                                            Section 15.02 (including by the payment of additional amounts pursuant to this Section),
                                            or that, because of the indemnification, it has benefited from a reduction in Excluded Taxes
                                            otherwise payable by it, it shall pay to the indemnifying party an amount equal to the refund
                                            or reduction (but only to the extent of the indemnification), net of all out-of-pocket expenses
                                            of the Agent or Lender, as the case may be, and without interest (other than any net after
                                            Tax interest paid by the relevant Governmental Authority with respect to any such refund).
                                            The indemnifying party, upon the request of the indemnified party, shall repay to the indemnified
                                            party the amount paid over pursuant to this Section 15.02(h) if the indemnified
                                            party is required to repay the refund or reduction to the Governmental Authority. Notwithstanding
                                            anything to the contrary in this Section 15.02(h), in no event shall the indemnified
                                            party be required to pay any amount to an indemnifying party pursuant to this Section 15.02(h) the
                                            payment of which would place the indemnified party in a less favourable net after-Tax position
                                            than the indemnified party would have been in if the Tax subject to indemnification and giving
                                            rise to such refund or reduction had not been deducted, withheld or otherwise imposed and
                                            the indemnification payments or additional amounts with respect to such Tax had never been
                                            paid. This Section shall not be construed to require any indemnified party to make available
                                            its tax returns (or any other information relating to its Taxes that it deems confidential)
                                            to the indemnifying party or to any other Person, to arrange its affairs in any particular
                                            manner or to claim any available refund or reduction.



 






     


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Section 15.03     Illegality.


 


If any Lender determines that any Applicable Law (including any Sanctions),
has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable lending office
to make or maintain any Advance (or to maintain its obligation to make any Advance), or to determine or charge interest rates based upon
any particular rate, then, on notice by that Lender to the Borrower through the Agent, any obligation of the Lender with respect to the
activity that is unlawful shall be suspended until the Lender notifies the Agent and the Borrower that the circumstances giving rise
to that determination no longer exist. Upon receipt of that notice, the Borrower shall, upon demand from that Lender (with a copy to
the Agent), or prepay in order to avoid the activity that is unlawful. Upon any such prepayment, the Borrower shall also pay accrued
interest on the amount so prepaid.


 


Section 15.04     Replacement
of Lenders.


 


		(a)	Designation
                                            of Different Lending Office. If any Lender requests compensation under Section 15.01
                                            (Change in Law), or requires the Borrower to pay any additional amount to any Lender or to
                                            any Governmental Authority for the account of any Lender pursuant to Section 15.02 (Taxes),
                                            then such Lender shall use reasonable efforts to designate a different lending office for
                                            funding or booking its Advance or to assign its rights and obligations under this Agreement
                                            to another of its offices, branches or Affiliates, if, in the judgment of the Lender, doing
                                            so (i) would eliminate or reduce amounts payable pursuant to Section 15.01 or Section 15.02,
                                            as the case may be, in the future, and (ii) would not subject the Lender to any unreimbursed
                                            cost or expense and would not otherwise be disadvantageous to the Lender. The Borrower hereby
                                            agrees to pay all reasonable costs and expenses incurred by any Lender in connection with
                                            any such designation or assignment.



 


		(b)	Replacement
                                            of Lenders. Subject to Section 15.04(a), if:



 


		(i)	any
                                            Lender requests compensation under Section 15.01 (Change of Law);



 


		(ii)	the
                                            Borrower is required to pay any additional amount to any Lender or any Governmental Authority
                                            for the account of any Lender pursuant to Section 15.02 (Taxes);



 


		(iii)	any
                                            Lender's obligations are suspended pursuant to Section 15.03 (Illegality);



 


		(iv)	any
                                            FATCA Withholding Tax is imposed on any payment to a Lender under or in connection with this
                                            Agreement (whether the payment is made directly or through another financial institution);
                                            or



 


		(v)	any
                                            Lender becomes a Defaulting Lender,



 






     


    - 82 -


    

 


then the Borrower may, at its sole expense and effort, upon
10 days' notice to that Lender and the Agent, require the Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Article XVII, all of its interests, rights and obligations under this
Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if
a Lender accepts such assignment); provided that:


 


		(A)	the
                                            Borrower pays the Agent the assignment fee specified in Section 17.02(c);



 


		(B)	there
                                            is no Default or Event of Default;



 


		(C)	the
                                            Lender receives payment of an amount equal to the outstanding principal of its Advance, accrued
                                            interest, and all other amounts payable to it under the Loan Documents (including any breakage
                                            costs and amounts required to be paid under this Agreement as a result of prepayment to a
                                            Lender) from any assignee and/or the Borrower;



 


		(D)	in
                                            the case of any assignment resulting from a claim for compensation under Section 15.01,
                                            or payments required to be made pursuant to Section 15.02, the assignment will result
                                            in a reduction in future compensation or payments; and



 


		(E)	any
                                            assignment does not conflict with Applicable Laws.



 


		(c)	No
                                            Lender shall be required to make any assignment or delegation pursuant to the foregoing Section 15.04(b) or
                                            accept repayment if, before completion, as a result of a waiver by the Lender or otherwise,
                                            the circumstances entitling the Borrower to require the assignment and delegation or repayment
                                            cease to apply.



 


Article XVI


Costs, Expenses and Indemnities


 


Section 16.01     Costs
and Expenses.


 


The Borrower agrees to pay promptly on demand:


 


		(a)	all
                                            reasonable costs and expenses incurred by the Agent and its Affiliates including the reasonable
                                            fees, charges and disbursements of counsel for the Agent, in connection with the Credit Facility,
                                            the preparation, negotiation, execution, delivery and administration of the Loan Documents,
                                            and any amendments, modifications or waivers of their provisions (whether or not the transactions
                                            contemplated by them are consummated); and



 


		(b)	all
                                            reasonable and documented out-of-pocket expenses incurred by the Agent or any Lender, including
                                            the reasonable fees, charges and disbursements of counsel, in connection with the enforcement
                                            or protection of its rights under or in connection with the Loan Documents, including its
                                            rights under this Section, or in connection with the Advance, including all such out-of-pocket
                                            expenses (including lawyers, auditors, consultants and accountants) incurred during any workout,
                                            restructuring, or negotiations in respect of the Obligations or the Credit Facility or the
                                            Loan Parties.



 






     


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Section 16.02     Indemnity
by the Borrower.


 


In addition to any liability or obligation of the Borrower to the
Agent or Lenders under any other provision of this Agreement, the Borrower shall indemnify and hold the Agent (and its sub-agents), each
Lender and each Related Party of any of the foregoing Persons (each, an "Indemnified Party") harmless against any and
all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnified
Party (collectively, the "Claims"), incurred by any Indemnified Party or asserted against any Indemnified Party by any
Loan Party or other Person (except an Indemnified Party) arising out of, in connection with, or as a result of:


 


		(a)	the
                                            execution or delivery of any Loan Document or any agreement or instrument contemplated in
                                            any Loan Document, the performance or non-performance by the parties of their respective
                                            obligations under any Loan Document or the consummation or non-consummation of the transactions
                                            contemplated by the Loan Documents;



 


		(b)	the
                                            Advance or the use or the proposed use of its proceeds;



 


		(c)	any
                                            actual or alleged presence or release of Hazardous Materials on or from the Premises, or
                                            any claim or liability under Environmental Laws related to the Loan Parties or any of their
                                            Subsidiaries in any way; or



 


any actual or prospective claim, investigation, litigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower
or any other Loan Party, and regardless of whether any Indemnified Party is a party thereto;


 


provided
that, such indemnity shall not be available to any Indemnified Party to the extent that the Claims: (i) are determined
by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnified Party; (ii) result from a claim brought by the Borrower or any other Loan Party against any Indemnified Party
for breach in bad faith of such Indemnified Party's obligations hereunder or under any other Loan Document, if the Loan Party has obtained
a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction; or (iii) are
in respect of matters specifically addressed in Section 17.01, Section 17.02 and Section 18.01.


 


Section 16.03     Reimbursement
by the Lenders.


 


To the extent that the Borrower for any reason fails to indefeasibly
pay any amount required under this Article to be paid by it to the Agent (or any sub-agent thereof) or any Related Party of any
of the foregoing, each Lender severally agrees to pay to the Agent (or any sub-agent) or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, demands, liability or related expense,
as the case may be, was incurred by or asserted against the Agent, or against any Related Party of any of the foregoing acting for the
Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this Section are subject to
the other provisions of this Agreement concerning several liability of the Lenders.


 






     


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Section 16.04     Funding
Indemnity.


 


		(a)	In
                                            addition to any liability or obligation of the Borrower to the Agent and the Lenders under
                                            any other provision of this Agreement, the Borrower shall indemnify and hold the Indemnified
                                            Parties harmless against any and all Claims (including any expense or cost incurred in the
                                            liquidation and re-deployment of funds acquired to fund or maintain any portion of an Advance
                                            and reasonable and documented out-of-pocket expenses and legal fees on a solicitor and her
                                            own client basis) incurred by any Indemnified Party as a result of or in connection with:



 


		(i)	the
                                            Borrower's failure to fulfill any of its Obligations, including any cost or expense incurred
                                            by reason of the liquidation or redeployment in whole or in part of deposits or other funds
                                            required by the Lender to fund or maintain any Advance, as a result of the Borrower's failure
                                            to make any payment, repayment or prepayment on the date required hereunder or specified
                                            by it in any notice given hereunder;



 


		(ii)	the
                                            Borrower's failure to pay any other amount, including any interest or other amount, when
                                            due under this Agreement or any other Loan Document; or



 


		(iii)	the
                                            Borrower's failure to provide any notice required to be given by it to the Agent or the Lenders
                                            hereunder.



 


		(b)	A
                                            certificate from the Agent or the affected Lender setting forth the amount or amounts necessary
                                            to compensate it for any such loss, claim, cost, damage or liability, including reasonable
                                            detail of the basis of calculation of the amount or amounts, and delivered to the Borrower,
                                            shall be conclusive absent manifest error.



 


Section 16.05     Waiver
of Consequential Damages. The Borrower and each other Loan Party agrees, to the fullest extent permitted by Applicable Law, not to
assert, and hereby waives, any claim against any Indemnified Party, on any theory of liability, for indirect, consequential, punitive,
aggravated or exemplary damages (as opposed to direct damages), arising out of, in connection with, or as a result of this Agreement,
any other Loan Document, or any agreement or instrument contemplated hereby (or any breach thereof), the transactions contemplated hereby
or thereby, any Advance or the use of the proceeds thereof. No Indemnified Party shall be liable for any damages arising from the use
by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby


 






     


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Section 16.06     Payments.


 


All amounts due under this Article shall be payable promptly
after demand is made for payment by the Indemnified Party. A certificate of the Agent or a Lender setting forth the amount or amounts
owing under this Article, including reasonable detail of the basis of calculation thereof, and delivered to the Borrower shall be conclusive
absent manifest error.


 


Section 16.07     Releases.


 


The Borrower and each other Loan Party agrees that neither it nor
any of its Subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or
proceeding in respect of which indemnification or contribution could be sought hereunder (whether or not any Indemnified Party is an
actual or potential party to such claim, action or proceeding) without the prior written consent of the applicable Indemnified Party,
unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising
out of such claim, action or proceeding.


 


Article XVII

Successors and Assigns; Assignment and Participation


 


Section 17.01     Successors
and Assigns.


 


The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign
or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations hereunder except: (i) to an Eligible Assignee in accordance
with the provisions of Section 17.02; (ii) by way of participation in accordance with the provisions of Section 17.05;
or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 17.06 (and any other
attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, sub-agents
contemplated hereby, Participants to the extent provided in Section 17.05 and, to the extent expressly contemplated hereby, the
Affiliates of each of the Agent, any sub-agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.


 


Section 17.02     Assignments
by Lenders.


 


Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Advance at
the time owing to it), provided that:


 






     


    - 86 -


    

 


		(a)	Each
                                            partial assignment shall be made as an assignment of a proportionate part of all the assigning
                                            Lender's rights and obligations under this Agreement with respect to the Advance or the Commitment
                                            assigned; except that this clause shall not prohibit any Lender from assigning all or a portion
                                            of its rights and obligations among separate credits on a non-pro rata basis;



 


		(b)	Any
                                            assignment must be approved by the Agent, in its sole discretion, provided however that the
                                            consent of the Agent shall not be required for an assignment by Evanachan Limited to its
                                            Affiliate of all or a portion of its rights and obligations under this Agreement. Without
                                            limiting the generality of the foregoing and notwithstanding any other provision of this
                                            Agreement:



 


		(i)	Evanachan
                                            Limited may not assign all or a portion of its rights and obligations under this Agreement
                                            to anyone other than its Affiliate without the prior written consent of the Agent (which
                                            consent may be unreasonably withheld); and



 


		(ii)	No
                                            Change of Control shall occur in respect of Evanachan Limited without the prior written consent
                                            of the Agent (which consent may be unreasonably withheld).



 


		(c)	The
                                            assigning Lender and the applicable Eligible Assignee shall execute and deliver to the Agent
                                            an assignment and assumption agreement in substantially the form of Schedule "G"
                                            or any other form approved by the Agent (an "Assignment Agreement"), together
                                            with all consents required hereunder; and the Eligible Assignee, if it is not a Lender, shall
                                            deliver any administrative questionnaire required by the Agent.



 


		(d)	No
                                            such assignment shall be made to: (i) a Loan Party or any of its Subsidiaries or Affiliates;
                                            (ii) a natural Person or a holding company, investment vehicle or trust for, or owned
                                            and operated for the primary benefit of, a natural Person; or (iii) any Defaulting Lender
                                            or any of its Subsidiaries, or any Person who, upon becoming a Lender, would constitute a
                                            Defaulting Lender or a Subsidiary thereof.



 


		(e)	In
                                            connection with any assignment of the Advance or Commitments of any Defaulting Lender, such
                                            assignment shall not be effective until all conditions to such assignment set forth herein
                                            are satisfied and the parties to the assignment make such additional payments to the Agent
                                            in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be
                                            outright payment, purchases by the assignee of participations or subparticipations, or other
                                            compensating actions, including, with the consent of the Borrower and the Agent, funding
                                            the applicable pro rata share of the Advance previously requested but not funded by
                                            the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably
                                            consent) to: (i) pay and satisfy in full all payment liabilities (including accrued
                                            interest) owed by such Defaulting Lender to the Agent and each other Lender hereunder; and
                                            (ii) acquire and fund, if applicable, its full pro rata share of the Advance
                                            in accordance with its Applicable Percentage. Notwithstanding the foregoing, if any assignment
                                            of the Advance or Commitments of any Defaulting Lender hereunder shall become effective under
                                            Applicable Law without compliance with the provisions of this paragraph, then the assignee
                                            of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement
                                            until such compliance occurs.



 






     


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Section 17.03     Effect
of Assignment.


 


Subject to acceptance and recording thereof by the Agent pursuant
to Section 17.04, from and after the effective date specified in each Assignment Agreement, the Eligible Assignee thereunder shall
be a party to this Agreement and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations
of a Lender under this Agreement and the other Loan Documents, including the Security Documents, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and,
in the case of an Assignment Agreement covering all of the assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 17.01, Section 17.02, Section 17.03
and Article XVI and shall continue to be liable for any breach of this Agreement by such Lender with respect to facts and circumstances
occurring before the effective date of such assignment; provided that, except as otherwise expressly agreed by the affected parties,
no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender
having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 17.03 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with Section 17.05. Any payment by an assignee to an assigning Lender in connection with an assignment
or transfer shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower.


 


Section 17.04     Register.


 


The Agent shall maintain, at the Agent's Office, a copy of each Assignment
Agreement delivered to it and a register recording the names and addresses of the Lenders, and the Commitments of, and principal amounts
(and stated interest) of the Advance owing to, each Lender under the terms hereof from time to time (the "Register").
The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent, and the Lenders shall treat each
Person whose name is recorded in the Register under the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower and by any Lender at any reasonable time and from time to time upon reasonable prior
notice.


 






     


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	Section 17.05	Participations.


 


		(a)	Any
                                            Lender may at any time, without the consent of, or notice to, the Borrower but with the prior
                                            written consent of the Agent (which consent may be unreasonably withheld), sell participations
                                            to any Person (other than a natural Person, a Borrower or Guarantor or any of the Borrower's
                                            or Guarantor's Affiliates or Subsidiaries) (each, a "Participant") in all
                                            or a portion of such Lender's rights and obligations under this Agreement (including all
                                            or a portion of its Commitments and the Advance owing to it); provided that, (i) such
                                            Lender's obligations under this Agreement shall remain unchanged; (ii) such Lender shall
                                            remain solely responsible to the other parties hereto for the performance of such obligations;
                                            (iii) the Borrower, the Agent and the other Lenders shall continue to deal solely and
                                            directly with such Lender in connection with such Lender's rights and obligations under this
                                            Agreement. Any payment by a Participant to a Lender in connection with a sale of a participation
                                            shall not be deemed to be a repayment by the Borrower or a new Advance to the Borrower. For
                                            the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 14.08
                                            with respect to any payments made by such Lender to its Participants.



 


		(b)	Subject
                                            to this Section, the Borrower agrees that each Participant shall be entitled to the benefits
                                            of Section 15.01 and Section 15.02 to the same extent as if it were a Lender and
                                            had acquired its interest by assignment pursuant to Section 17.02. To the extent permitted
                                            by Applicable Law, each Participant also shall be entitled to the benefits of Section 13.05
                                            as though it were a Lender; provided that, the Participant agrees to be subject to
                                            Section 14.06 as though it were a Lender.



 


		(c)	Any
                                            agreement or instrument under which a Lender sells such a participation shall provide that
                                            such selling Lender shall retain the sole right to enforce this Agreement and to approve
                                            any amendment, modification or waiver of any provision of this Agreement; provided that,
                                            such agreement or instrument may provide that such selling Lender will not, without the consent
                                            of the Participant, agree to any amendment, waiver or other modification that would: reduce
                                            the principal of, or interest on, the Credit Facility or any other amounts payable hereunder;
                                            postpone any date fixed for any payment of principal of, or interest on, the Advance or any
                                            other amounts payable hereunder; or increase the Commitment or extend the maturity date of
                                            the Advance, in each case to the extent subject to such participation, or release a material
                                            portion of the Security Documents, any collateral held for the Obligations or the value of
                                            any guarantees.



 


		(d)	A
                                            Participant shall not be entitled to receive any greater payment under Section 15.01
                                            and Section 15.02 than the applicable Lender would have been entitled to receive with
                                            respect to the participation sold to such Participant, unless the sale of the participation
                                            to the Participant is made with the Borrower's prior written consent.



 
	Section 17.06	Certain Pledges.


 


Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of such Lender; provided that, no such pledge or assignment
shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.


 


Article XVIII

Miscellaneous


 
	Section 18.01	Notices.


 


		(a)	Except
                                            in the case of notices and other communications expressly permitted to be given by telephone
                                            (or by email as provided in Section 18.01(b), all notices and other communications provided
                                            for herein shall be made in writing and mailed by certified or registered mail, delivered
                                            by hand or overnight courier service, or sent by facsimile or e-mail to the addresses or
                                            facsimile numbers or e-mail address, as the case may be specified beside each party's signature
                                            on the signature page hereto or, if to a Loan Party other than the Borrower, in the
                                            care of the Borrower.



 






     


    - 89 -


    

 


Notices mailed by certified or registered mail or sent by hand or
overnight courier service shall be deemed to have been given when received. Notices sent by facsimile during the recipient's normal business
hours shall be deemed to have been given when sent (and if


sent after normal business hours shall be deemed to have been given
at the opening of the recipient's business on the next Business Day).


 


		(b)	Notices
                                            and other communications to the Lenders hereunder may be delivered or furnished by electronic
                                            communications (including email) pursuant to procedures approved by the Agent; provided
                                            that, the foregoing shall not apply to notices to any Lender of the Advance to be made
                                            if the Lender has notified the Agent that it is incapable of receiving notices relating to
                                            the Advance by electronic means. The Agent or the Borrower (on behalf of the Loan Parties)
                                            may, in its discretion, agree to accept notices and other communications to it hereunder
                                            by electronic communications pursuant to procedures approved by it; provided that,
                                            approval of such procedures may be limited to particular notices or communications.



 


		(c)	Unless
                                            the Agent specifies otherwise: (i) notices and other communications sent by email shall
                                            be deemed received upon the sender's receipt of an acknowledgment from the intended recipient
                                            (such as by the "return receipt requested" function, as available, return email
                                            or other written acknowledgment); provided that, if such notice, email or other communication
                                            is not sent during the recipient's normal business hours, such notice, email or communication
                                            shall be deemed to have been sent at the recipient's opening of business on the next Business
                                            Day; and (ii) notices or communications posted to an Internet or intranet website shall
                                            be deemed received upon the deemed receipt by the intended recipient at its email address
                                            as described in the foregoing clause (i) of notification that such notice or communication
                                            is available and identifying the website address therefor.



 


		(d)	Any
                                            party hereto may change its address or facsimile number for notices and other communications
                                            hereunder by notice to the other parties hereto.



 
	Section 18.02	Waiver and Cumulative Remedies.


 


		(a)	No
                                            failure to exercise and no delay in exercising, on the part of the Agent or any Lender, any
                                            right, remedy, power or privilege hereunder or under the other Loan Documents shall operate
                                            as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power
                                            or privilege hereunder preclude any other or further exercise thereof or the exercise of
                                            any other right, remedy, power or privilege. No breach of any provision of any Loan Document
                                            may be waived or discharged verbally, and any waiver of, or consent to, any departure by
                                            any Loan Party therefrom shall in any event be effective unless the same shall be made by
                                            way of an instrument in writing signed by the Agent, and then such waiver or consent shall
                                            be effective only in the specific instance and for the time and purpose for which given.
                                            Without limiting the generality of the foregoing, the making of an Advance shall not be construed
                                            as a waiver of any Default, regardless of whether the Agent or any Lender may have had notice
                                            or knowledge of such Default at the time.



 


		(b)	The
                                            rights and remedies of the Agent and Lenders under the Loan Documents are cumulative and
                                            are in addition to and not in substitution for any rights or remedies provided by Applicable
                                            Law. Any single or partial exercise by the Agent and the Lenders of any right or remedy for
                                            a Default or Event of Default shall not be a waiver of or alter, affect or prejudice any
                                            other right or remedy to which they may be lawfully entitled for the same Default or Event
                                            of Default. Any waiver by the Agent and Lenders of a Default or Event of Default, shall not
                                            be a waiver of any subsequent Default or Event of Default.



 






     


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	Section 18.03	Amendments.


 


Neither this Agreement nor any other Loan Document nor any provision
hereof or thereof may be amended or modified except:


 


		(a)	in
                                            the case of this Agreement, pursuant to an agreement or agreements in writing entered into
                                            by the parties hereto, or by the Loan Parties and the Agent, with the consent of all Lenders
                                            required to provide such consent pursuant to Section 14.07 hereof; and



 


		(b)	in
                                            the case of any other Loan Document, pursuant to an agreement or agreements in writing entered
                                            into by the Agent and the Loan Party or Loan Parties that are parties thereto.



 
	Section 18.04	Judgment Currency.


 


		(a)	If,
                                            for the purpose of obtaining a judgment in any court, it is necessary to convert a sum due
                                            to the Lender in any currency (the "Original Currency") into another currency
                                            (the "Other Currency"), the parties agree, to the fullest extent that they
                                            may effectively do so, that the rate of exchange used shall be that at which, in accordance
                                            with normal banking procedures, the Lender may purchase the Original Currency with the Other
                                            Currency on the Business Day preceding the day on which the final judgment is given or, if
                                            permitted by Applicable Law, on the day on which the judgment is paid or satisfied.



 


		(b)	The
                                            obligations of the Borrower in respect of any sum due in the Original Currency from it to
                                            the Lender under any of the Loan Documents shall, notwithstanding any judgment in any Other
                                            Currency, be discharged only to the extent that on the Business Day following receipt by
                                            the Lender of any sum adjudged to be so due in the Other Currency, the Lender may, in accordance
                                            with normal banking procedures, purchase the Original Currency with the Other Currency. If
                                            the amount of the Original Currency so purchased is less than the sum originally due to the
                                            Lender in the Original Currency, the Borrower agrees, as a separate obligation and notwithstanding
                                            the judgment, to indemnify the Lender against any loss and, if the amount of the Original
                                            Currency so purchased exceeds the sum originally due to the Lender in the Original Currency,
                                            the Lender shall remit such excess to the Borrower.



 






     


    - 91 -


    

 
	Section 18.05	Survival.


 


All covenants, agreements, representations and warranties made by
the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this
Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution
and delivery of the Loan Documents and the making of the Advance, regardless of any investigation made by any such other party or on
its behalf and notwithstanding that the Agent or any Lender may have notice or knowledge of any Default or Event of Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of, or any accrued interest on, any Advance or any other amount payable under this Agreement is outstanding and unpaid and so long as
the Commitments have not expired or terminated. The provisions of Article XVI shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the repayment of the Advance, the expiration or termination of
the Commitments or the termination of this Agreement or any provision hereof.


 
	Section 18.06	Counterparts; Effectiveness.





 


		(a)	This
                                            Agreement and any amendments, waivers, consents or supplements hereto may be executed in
                                            counterparts (and by different parties hereto on different counterparts), each of which shall
                                            constitute an original, but all of which when taken together shall constitute a single contract.
                                            Except as provided in Article VI, this Agreement shall become effective when it shall
                                            have been executed by the Agent and when the Agent has received counterparts hereof that,
                                            when taken together, bear the signatures of each of the other parties hereto. Delivery of
                                            an executed counterpart of a signature page to this Agreement by facsimile or by sending
                                            a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart
                                            of this Agreement.



 


		(b)	The
                                            words "execution," "signed," "signature," and words of similar
                                            import in any Loan Document shall be deemed to include electronic or digital signatures or
                                            the keeping of records in electronic form, each of which shall be of the same effect, validity
                                            and enforceability as manually executed signatures or a paper-based recordkeeping system,
                                            as the case may be, to the extent and as provided for under Applicable Law, including the
                                            Personal Information Protection and Electronic Documents Act (Canada), the Electronic
                                            Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the
                                            Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform
                                            Electronic Evidence Act, as the case may be.



 






     


    - 92 -


    

 
	Section 18.07	Severability.


 


If any term or provision of any Loan Document is invalid, illegal
or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision thereof
or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify the applicable Loan Document
so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the greatest extent possible.


 
	Section 18.08	Governing Law; Jurisdiction.


 


		(a)	This
                                            Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action
                                            (whether in contract or tort or otherwise) based upon, arising out of or relating to this
                                            Agreement or any other Loan Document (except, as to any other Loan Document, as expressly
                                            set forth therein) and the transactions contemplated hereby and thereby shall be governed
                                            by, and construed in accordance with, the laws of the Province of Ontario and the federal
                                            laws of Canada applicable therein, without regard to any choice or conflict of laws principles.



 


		(b)	Any
                                            action or proceeding arising out of or relating to this Agreement, the other Loan Documents
                                            or the transactions contemplated hereby or thereby may be instituted in the courts of the
                                            Province of Ontario, and each party irrevocably submits to the non-exclusive jurisdiction
                                            of such courts in any such action or proceeding. The parties irrevocably and unconditionally
                                            waive any objection to the venue of any action or proceeding in such courts and irrevocably
                                            waive and agree not to plead or claim in any such court that any such action or proceeding
                                            brought in any such court has been brought in an inconvenient forum. Nothing herein or in
                                            any other Loan Document shall affect any right that the Agent or the Lenders may otherwise
                                            have to bring any action or proceeding relating to this Agreement or any other Loan Document
                                            against any Loan Party or its properties in the courts of any jurisdiction.



 
	Section 18.09	Confidentiality.


 


		(a)	Each
                                            of the Agent and the Lenders agrees to maintain the confidentiality of all non-public information
                                            received from the Borrower or any other Loan Party relating to the Borrower or its Subsidiaries
                                            or their respective businesses; provided that, in the case of information received
                                            from the Borrower or any other Loan Party after the date hereof, such information is clearly
                                            identified at the time of delivery as being confidential information (the "Information"),
                                            except that Information may be disclosed by the Agent and each Lender:



 






     


    - 93 -


    

 


		(i)	to
                                            its Affiliates and its Related Parties in connection with the administration of this Agreement
                                            and the preservation, exercise or enforcement of the rights of the Lenders under this Agreement
                                            (it being understood that the Persons to whom such disclosure is made will be informed of
                                            the confidential nature of such Information and instructed to keep such Information confidential);



 


		(ii)	to
                                            the extent required or requested by any regulatory authority purporting to have jurisdiction
                                            over the Agent, a Lender, such Loan Party or their respective Related Parties (including
                                            any self-regulatory authority);



 


		(iii)	to
                                            the extent required by any Applicable Laws or regulations or by any court order or similar
                                            legal process;



 


		(iv)	in
                                            connection with the exercise of any remedies hereunder or under any other Loan Document or
                                            any suit, action or proceeding relating to this Agreement or any other Loan Document or the
                                            enforcement of its rights hereunder or thereunder;



 


		(v)	to
                                            (A) any actual or potential assignee, transferee or participant in connection with the
                                            assignment or transfer by a Lender of any Loans or any participations therein permitted hereunder,
                                            or (B) any actual or prospective party (or its Related Parties) to any hedge, swap,
                                            derivative or other transaction under which payments are to be made by reference to the Borrower
                                            or any other Loan Party or any Subsidiary or any of their respective obligations, this Agreement
                                            or payments hereunder;



 


		(vi)	with
                                            the consent of the Borrower; or



 


		(vii)	to
                                            the extent such Information (A) becomes publicly available other than as a result of
                                            a breach of this Section 18.09, or (B) is available to the applicable Agent or
                                            Lender on a non-confidential basis prior to disclosure by the Borrower or any of its Subsidiaries,
                                            or (C) becomes available to the Agent or a Lender or any of their respective Affiliates
                                            on a non-confidential basis from a source other than the Borrower or any other Loan Party.



 


		(b)	Any
                                            Person required to maintain the confidentiality of Information as provided in this Section 18.09
                                            shall be considered to have complied with its obligation to do so if such Person has exercised
                                            the same degree of care to maintain the confidentiality of such Information as such Person
                                            would accord to its own confidential information.



 
	Section 18.10	Time of the Essence.


 


Time is of the essence of this Agreement.


 



	Section 18.11	Amendment and Restatement


 


Effective as at the Effective Date, the Original Credit Agreement
(i) is hereby amended and restated as set forth herein without in any way affecting the rights or obligations of any party which
may have accrued as of the Effective Date pursuant to the provisions of such agreement prior to the amendment hereby, except as specifically
provided for herein, and (ii) is, as so amended and restated, ratified and confirmed.


 


Each Group Entity agrees with and confirms to the Agent and the Lenders
that, as of the date hereof, the Security is and shall remain in full force and effect in all respects and shall continue to exist and
secure the Obligations. This confirmation is in addition to and shall not limit derogate from or otherwise affect any provisions of the
Security


 


[signature page follows]






 



    


     


    






 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.


 


	BORROWER:	MCEWEN MINING INC.,
    as Borrower
	 	 
	McEwen Mining Inc.	By:  	/s/ Robert McEwen
	150 King St. W #2800	Name: Robert McEwen
	Toronto, ON M5H 1J9	Title: Chairman and Chief Executive Officer
	 	 
	Attention: Robert McEwen	 
	Facsimile: (647) 258-0408	 
	E-mail: rob@mcewenmining.com	 
	 	 
	Acknowledged and accepted by the Guarantors set out below:	 
	 	 
	GUARANTORS:	10393444 CANADA INC.,
    as Guarantor
	 	 
	150 King St. W #2800	By:  	/s/ Robert McEwen
	Toronto, ON M5H 1J9	Name: Robert McEwen
	 	Title: President
	 	 
	Attention: Robert McEwen	 
	Facsimile: (647) 258-0408	 
	E-mail: rob@mcewenmining.com	 
	 	 
	 	LEXAM VG GOLD INC.,
    as Guarantor
	 	 
	 	By:  	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: President
	 	 
	 	912413 ONTARIO INC.,
    as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: President and Secretary




 


Signature
page to Amended and Restated Credit Agreement 


 






     


     


    

 


	 	VG HOLDINGS INC.,
    as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Chief Financial Officer and Secretary
	 	 
	 	LEXAM EXPLORATIONS (USA), INC.,
    as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: President and Treasurer
	 	 
	 	TONKIN SPRINGS GOLD MINING COMPANY,
    as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Chief Financial Officer, Secretary, and Treasurer
	 	 
	 	U.S. ENVIRONMENTAL CORPORATION,
    as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Vice President, Secretary, and Treasurer





 


Signature
page to Amended and Restated Credit Agreement 


 






     


     


    

 


	 	TONKIN SPRINGS VENTURE LIMITED PARTNERSHIP,
    by its general partner,

     TONKIN SPRINGS GOLD MINING COMPANY, as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Chief Financial Officer, Secretary and Treasurer of general
    partner
	 	 
	 	TONKIN SPRINGS LLC,
    by its Manager, 

    TONKIN SPRINGS VENTURE LIMITED PARTNERSHIP, as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Chief Financial Officer, Secretary and Treasurer of Manager
	 	 
	 	MCEWEN MINING NEVADA INC.,
    as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Secretary and Treasurer
	 	 
	 	GOLDEN PICK LLC,
    by its Manager, 

    ROBERT MCEWEN, as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Manager



 


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page to Amended and Restated Credit Agreement 


 






     


     


    

 


	 	WKGUS LLC,
    by its Manager, ROBERT MCEWEN, as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Manager
	 	 
	 	NEVADA PACIFIC GOLD (US), INC.,
    as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Secretary and Treasurer
	 	 
	 	NEVADA PACIFIC GOLD (US), INC.,
    as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Manager
	 	 
	 	PANGEA RESOURCES, INC.,
    as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Chief Financial Officer, Secretary and Treasurer



 


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page to Amended and Restated Credit Agreement 


 






     


     


    

 


	 	GOLD BAR ENTERPRISES LLC,
by its Manager, ROBERT MCEWEN as Guarantor
	 	 
	 	By:	/s/ Robert McEwen
	 	Name: Robert McEwen
	 	Title: Manager




 


Signature
page to Amended and Restated Credit Agreement 


 






     


     


    

 


	AGENT:	SPROTT PRIVATE RESOURCE
    LENDING II (COLLECTOR), LP, by its general partner, SPROTT RESOURCE
    LENDING CORP., as Administrative Agent
	 	 
	Sprott Private Resource Lending
    II (Collector), LP Suite 2600, 200 Bay	By:  	/s/
    Narinder Nagra
	St.Toronto, ON M5J 2J1	Name: Narinder Nagra
	 	Title: Managing Partner
	 	 
	Attention: Jim Grosdanis, Managing Partner	 
	E-mail: jgrosdanis@sprott.com	 
	 	 
	 	By:	/s/ Jim
    Grosdanis
	 	Name: Jim Grosdanis
	 	Title: Managing Partner





 


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	LENDERS:	 
	 	 
	Evanachan Limited	EVANACHAN LIMITED,
    as a Lender
	c/o Mr. Robert McEwen	 
	150 King St. W #2800	By:  	/s/ Robert McEwen
	Toronto, ON M5H 1J9	Name: Robert McEwen
	 	Title: President
	 	 
	Attention: Robert McEwen	 
	Facsimile: (647) 258-0408	 
	E-mail: rob@mcewenmining.com	 




 


	Sprott Private Resource Lending II (Collector), LP 

    Suite 2600, 200 Bay St.Toronto, ON M5J 2J1	 
	 	 
	Attention: Jim Grosdanis, Managing Partner	 
	E-mail: jgrosdanis@sprott.com	 
	 	 
	 	SPROTT PRIVATE RESOURCE LENDING II (COLLECTOR), LP,
    by its general partner, SPROTT RESOURCE LENDING CORP., as Administrative
    Agent
	 	 
	 	By:  	/s/ Narinder Nagra
	 	Name: Narinder Nagra
	 	Title: Managing Partner
	 	 
	 	By:  	/s/ Jim Grosdanis
	 	Name: Jim Grosdanis
	 	Title: Managing Partner





 


Signature
page to Amended and Restated Credit Agreement