American Bonanza Gold Corp.: Exhibit 4.7 - Filed by newsfilecorp.com






PLEDGE AGREEMENT 

THIS AGREEMENT dated as of
February 14, 2012. 

B E T W E E N: 

Resource Income Fund, L.P., a Delaware
Limited Liability 
Company, (herein called the “Lender”), 

- and - 

American Bonanza Gold Corp. (herein
called the “Pledgor”). 

WHEREAS, as security for
the Obligations of the Pledgor, the Pledgor has agreed to pledge to the Lender,
grant to the Lender, on behalf of the Beneficiaries, a security interest in and
assign to the Lender all of its right, title and interest in and to the
Collateral; 

NOW THEREFORE, in
consideration of the promises contained herein and other good and valuable
consideration, the Pledgor hereby covenants and agrees with the Lender, for the
benefit of the Beneficiaries, as follows: 

ARTICLE 1
 INTERPRETATION 

1.1                                   Defined
Terms. All capitalized terms which are used herein which are not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Promissory Note of even date herewith (the “Note”) from Pledgor to Lender;
otherwise, in this agreement or any amendment to this agreement, unless the
context clearly indicates to the contrary: 

“Business Day” means a day when banks are open for
business in the State of New York.

“Collateral” means 500 common shares of Bonanza
Explorations Inc. (“Bonanza Explorations”); representing 100% of the outstanding
common shares of the subsidiary of the Pledgor (the “Subsidiary”) and such other
shares of the Subsidiary (or other securities of or controlled by Pledgor that
are convertible into or exchangeable for common shares of the Subsidiary) which
are hereafter acquired by the Pledgor, and any renewals thereof, substitutions
therefor and, to the extent provided for herein, the proceeds of disposition
thereof and all interest, dividends, income and revenue therefrom. 

1.2                                  Other
Usages. References to “this agreement”, “the agreement”, “hereof”, “herein”,
and like references refer to this Pledge Agreement and not to any particular
Article, section or other subdivision of this agreement. 

1.3                                   Plural and
Singular. Where the context so requires, words importing the singular number
shall include the plural and vice versa. 




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1.4                                   Headings. The insertion of headings in this agreement is for
convenience of reference only and shall not affect the construction or
interpretation of this agreement. 

1.5                                  Applicable
Law. This agreement and all documents delivered pursuant hereto shall be
deemed to be governed by and construed in accordance with the laws of British
Columbia and the federal laws of Canada applicable therein. 

1.6                                   Time of the
Essence. Time shall in all respects be of the essence of this agreement, and
no extension or variation of this agreement or any obligation hereunder shall
operate as a waiver of this provision. 

ARTICLE 2 
PLEDGE OF COLLATERAL 

2.1                                  Pledge of
Collateral. The Pledgor hereby deposits in pledge with the Lender, grants to
the Lender a security interest in and assigns to the Lender all of the Pledgor’s
right, title and interest in and to the Collateral and agrees that such
Collateral and any further Collateral which is hereafter deposited in pledge
with the Lender shall be held for the benefit of the Beneficiaries as continuing
collateral security for the due payment and performance of the Obligations of
the Pledgor. 

2.2                                  Possession
of Collateral. Upon the deposit of, and pledge of, any securities in pledge
pursuant to this agreement, the Pledgor shall deposit with the Lender all
certificates representing such securities (to the extent same are certificated).
All certificates deposited pursuant to this Section 2.2 shall, unless all
necessary consents and approvals are obtained, not contain any reference to
restrictions on the transfer of the securities represented thereby and shall be
duly endorsed in blank for transfer or shall be attached to duly executed powers
of attorney or forms of transfer. 

2.3                                  Voting and
Distributions. Prior to an Event of Default, all interest, cash dividends,
income and revenue from securities included in the Collateral (but not the
proceeds of disposition of such securities) shall be collected by and payable to
the Pledgor (and not the Lender) and shall not form part of the Collateral, and
such securities shall be voted by the Pledgor, and all non-cash dividends or
distributions paid on such securities shall form part of the Collateral and, if
received by the Pledgor, shall be delivered to the Lender and held as
Collateral. All dividends paid on such securities at any time on or after the
expiry of any cure period for an Event of Default provided for in the Note and
during the continuance of the Event of Default and after any applicable cure
period, regardless of when such dividends were declared, and all interest,
income and revenue from such securities paid or accruing on or after the expiry
of any cure period for an Event of Default provided for in the Note and during
the continuance of an Event of Default shall form part of the Collateral and, if
received by the Pledgor, shall be paid to the Lender, and on and after (but not
before) the Event of Default the Lender shall be entitled to vote or not to vote
such securities as the Lender sees fit; provided however, that during any
applicable cure period dividends may be paid to and retained by Pledgor to the
extent (and solely to the extent) that the same are used to pay ordinary and
budgeted general and administrative expenses. 




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2.4                                   Attachment
of Security Interest. The parties hereby acknowledge their mutual intention
that the security interest created by this agreement is to attach, for the
purposes of the Personal Property Security Act (British Columbia), upon
the execution and delivery of this agreement and that value has been given and
that the Pledgor has rights in the shares included in the Collateral as of the
date hereof. The Pledgor acknowledges receipt of an executed copy of this
agreement. 

2.5                                  Uncertificated Securities and Certain Other Investment Property. The
Pledgor will permit the Lender from time to time to cause the appropriate
issuers (and, if held with a securities intermediary, such securities
intermediary) of uncertificated securities which are Collateral to mark their
books and records with the numbers and face amounts of all such uncertificated
securities and all rollovers and replacements therefor to reflect the security
interest of the Lender granted pursuant to this agreement. The Pledgor will take
any actions within its powers to cause the issuers of uncertificated securities
which are Collateral to cause the Lender to have and retain control over such
securities. 

ARTICLE 3
 ENFORCEMENT 

3.1                              
    Enforcement. The Lender shall be entitled to enforce the
security hereby constituted on and after (but not before) the Event of Default,
but subject to any applicable cure or grace period in the Note.

3.2                                  Sale of
Collateral. On and after (but not before) the Event of Default, but subject
to any applicable cure or grace period in the Note, the Lender, in addition to
exercising all other rights and remedies to which the Lender may be entitled at
law or hereunder, and without restricting the generality thereof, may, on behalf
of the Beneficiaries, have the securities included in the Collateral registered
on the books of the issuers of such securities in the name of the Lender or such
nominee of the Lender as the Lender shall direct and may, on behalf of the
Beneficiaries, sell or otherwise dispose of the Collateral. The reasonable
expenses of preparing the Collateral for sale or other disposition and of
selling or otherwise disposing of the Collateral and other like expenses,
together with court costs and reasonable legal and other professional fees
incurred in realizing upon the Collateral or in enforcing this agreement or any
other security held by the Lender for the Obligations of the Pledgor, shall be
deducted from the proceeds of the Collateral before the said proceeds are
applied to the Obligations of the Pledgor. 

3.3                                  Exclusion
from Liability. In realizing upon the Collateral, the Lender shall not be
responsible for any loss occasioned by any sale or other realization thereof or
for the failure to sell or otherwise dispose of the Collateral, and the Lender
shall not be bound to protect the Collateral from depreciating in value. 

3.4                                  Purchase by
the Lender, a Beneficiary or Affiliate. Upon any sale or realization of the
Collateral or any portion thereof by way of public auction or tender, the
Lender, any other Beneficiary or any of their affiliates may purchase the
Collateral or such portion thereof free from any right or equity of redemption,
which right or equity of redemption is expressly waived by the Pledgor, and may,
in paying the purchase price, apply so much of the Obligations of the Pledgor on account of the purchase price as
may be necessary for such purpose. 




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3.5                                  Acknowledgement of the Pledgor.
The Pledgor recognizes that the
Lender may be unable to effect a public sale of any or all of the Collateral by
reason of certain prohibitions contained in the applicable securities laws or
otherwise, but may be compelled to resort to one or more private sales thereof
to a restricted group of purchasers who will be obliged to agree, among other
things, to acquire such securities for their own account for investment and not
with a view to the distribution or resale thereof. The Lender shall be under no
obligation to delay a sale of any of the Collateral for the period of time
necessary to permit the issuer of such securities to register such securities
for public sale under applicable securities laws, or otherwise, even if the
issuer would agree to do so. 

3.6                                  Representations of the Pledgor.
The Pledgor hereby represents and
warrants that it is the owner of 100% of the outstanding common shares of the
Subsidiaries, which shares have been duly authorised and issued, have been duly
paid and are non-assessable.

ARTICLE 4 
RELEASE OF COLLATERAL 

4.1                                 Release of
Collateral. Upon repayment in full of the Obligations of the Pledgor and
cancellation of all commitments of the Beneficiaries under the Transaction
Documents, the Collateral and all documents evidencing ownership of or title to
the Collateral shall immediately be released, discharged and returned to the
Pledgor. 

4.2                                   Non-Release. The security constituted hereby shall not be released, discharged or in any
way affected by: 

	 	(a) 	
      any increase or decrease in the amount of the Obligations
      of the Pledgor agreed to by the Pledgor;

	 	 	 
	 	(b) 	
      an extension of time for payment of the Obligations of
      the Pledgor agreed to by the Pledgor;

	 	 	 
	 	(c) 	
      any modification of any of the Obligations of the Pledgor
      agreed to by the Pledgor; or

	 	 	 
	 	(d) 	
      any forebearance whatsoever whether as to time,
      performance or otherwise, or any compromise, arrangement or plan or
      reorganization affecting the Pledgor agreed to by the
  Pledgor.








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ARTICLE 5 
GENERAL CONTRACT PROVISIONS 

5.1                                   Notices. All notices and other communications provided for herein shall be given in
accordance with the notice provisions set out in the Note. 

5.2                                   Severability. Any provision hereof which is prohibited or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. 

5.3                                 Further
Assurances. The Pledgor hereby agrees to sign and deliver, or cause to be
signed and delivered, to the Lender all such further and other deeds, documents,
certificates, agreements and written instruments and to take all such further
action as may, in the reasonable opinion of the Lender, be reasonably necessary
for the purpose of better assuring to the Lender, perfecting or enforcing the
security constituted hereby. In the event that the Pledgor shall fail to do so,
the Pledgor hereby irrevocably nominates and constitutes the Lender, with full
power of substitution, its true and lawful attorney and agent, with full power
and authority, in its name, place and stead, to sign and deliver any such deeds,
documents, certificates, agreements and written instruments and to take such
action. The power of attorney hereby granted is coupled with an interest, is
irrevocable and shall extend to the successors and assigns of the Pledgor,
provided that the power of attorney shall continue only until the Collateral is
released in accordance with Section 4.1. The Pledgor agrees to be bound by any
representations and actions made or taken in good faith by the Lender pursuant
to this power of attorney in accordance with the terms thereof and hereby waives
any and all defences which may be available to it to contest, negate or
disaffirm the actions of the Lender taken in good faith under this power of
attorney. 

5.4                                   Assignment. Any Beneficiary may only assign or transfer this agreement, any of its
rights hereunder or any part thereof to any persons to whom any of the
Obligations of the Pledgor owing to such Beneficiary may be assigned in
compliance with the relevant Transaction Document.

5.5                                   Successors
and Assigns. This agreement shall enure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted
assigns. 

5.6                                Entire
Agreement. This agreement and the agreements referred to herein constitute
the entire agreement between the parties hereto and supersede any prior
agreements, undertakings, declarations, representations and understandings, both
written and verbal, in respect of the subject matter hereof. 

5.7                                  Counterparts.
This agreement may be executed in any number of
counterparts, all of which shall be deemed to be an original and such
counterparts taken together shall constitute one agreement, and any of the
parties hereto may execute this agreement by signing any such counterpart. 

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