Exhibit 4.10


 


 


LOAN AGREEMENT





 


No. 5





 


between





 


Ekidos Minerals LLP


 





as Debtor


 





and


 





Arras Minerals Corp.


 





as Creditor


 


 


 



    	  





    	 



    




 


 


THIS LOAN AGREEMENT
No. 5 (the “Agreement”) is made on 20 October 2021 between:




 





		(1)    	Arras Minerals Corp., a company incorporated and existing under the laws of the Province of British
Columbia, Canada, entity No. BC1287773, located at: Suite 1610, 777 Dunsmuir Street, Vancouver, Canada, V7Y 1K4, as lender (the “Creditor”);
and






 


		(2)    	Ekidos Minerals Limited Liability Partnership, a company incorporated and existing under the laws
of the Republic of Kazakhstan, BIN 200740000204, located at: apt. 1, 158 Panfilov Street, Almalinsky District, Almaty 050000, Republic
of Kazakhstan, as borrower (the “Debtor”), represented by Irma Nuss, Director, acting under the charter,






 


the Debtor and the
Creditor hereinafter referred to collectively as the “Parties” and separately as a “Party”.


 


NOW IT IS HEREBY
AGREED AS FOLLOWS:


 


1.  Interpretation


			






1.1  In this Agreement the
following capitalized terms have, except where the context otherwise requires, the meanings respectively shown opposite them:


 


Agreement: this
loan agreement as may be amended and/or supplemented from time to time;


 


Effective Date:
the date of the transfer of the amount of the Loan into the Debtor’s bank account; and


Loan: has the
meaning stipulated in Clause 2.1.





 


1.2 Any reference in this
Agreement to:


 


a “business
day” shall be construed as a reference to a day on which banks are generally open for business in Canada, and Kazakhstan;


 


“indebtedness”
includes any obligation (whether incurred as principal debtor, co-debtor, surety or otherwise) for the payment or repayment of money,
whether present or future, actual or contingent;


 


a “month”
means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of
the calendar month on which it commences or, where there is no date in the next calendar month numerically corresponding as aforesaid,
the last day of such calendar month, and “months” and “monthly” shall be construed accordingly;


 


 



    	  





    	 



    




 


 


 





the “Parties”
shall be construed so as to include their respective and any subsequent successors, transferees and assignees in accordance with their
respective interests;


 


a “person”
includes any individual, firm, company, institution, government, state or agency of a state or subdivision of a state or any association
or partnership (whether or not having separate legal personality) of two or more of the foregoing;


 


“tax”
includes any present or future tax, levy, impost, duty or other charge of a similar nature (including, without limitation, any penalty
or interest payable in connection with any failure to pay or any delay in paying any of the same); and





 


the “winding-up”
of a legal person includes the amalgamation, reconstruction, reorganization, dissolution, liquidation, merger or consolidation of that
legal person, and any equivalent or analogous procedure under the law of any jurisdiction in which that legal person is incorporated,
domiciled or resident or carries on business or has assets.





 


1.3  Save where expressions
are expressly defined, in this Agreement accounting terms shall be determined in accordance with accounting principles generally accepted
in the United States of America.


 


1.4  The headings in this
Agreement are inserted for convenience only. Unless the context requires otherwise, terms defined in the plural include the singular and
vice versa. References to “Clauses” are to be construed as references to the clauses in this Agreement.


 


1.5  Save where the contrary
is indicated, any reference in this Agreement to:


 


(a)  this Agreement or any
other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document
as the same may have been, or may from time to time be, amended, varied or supplemented;


 


(b)  a law shall be construed
as a reference to such law as the same may have been, or may from time to time be, amended or re-enacted; and


 


(c)  a time of day shall
be construed as a reference to Nur-Sultan time.


 


2.  Loan






2.1  Subject to the terms
and conditions herein, the Creditor has agreed to make available to the Debtor an interest free loan in the amount not exceeding USD 490,000
(four hundred ninety thousand US Dollars) (the “Loan”). The Creditor will make the Loan available to the Debtor
in full or in part and at dates and time determined at the sole discretion of the Creditor.


 


2.2  The Loan shall be provided to the Debtor exclusively for performing subsoil
use operations.


 


The Loan shall not be transferred from Ekidos
Bank Account or otherwise used by the Debtor for a purpose which was not agreed by the Creditor in writing (except to repay the Loan an
accordance with Clause 3.1).


 


2.3  The Loan will be provided
via wire transfer to the bank account of the Debtor as specified in Clause 16 of this Agreement (the “Ekidos Bank Account”).





 


3.  Repayment





3.1  The Debtor shall repay the Loan in full on or before
31 December 2021 to the bank account of the Creditor as specified in this Agreement.


 


 



    	  





    	 



    




 


4. Taxes



4.1  All payments (whether
of principal, interest or otherwise) to be made by the Debtor to the Creditor hereunder shall be made without set-off or counterclaim
and free and clear of and without deduction for any present or future taxes, duties, fees, deductions, withholdings, restrictions or conditions
of any nature, other than deduction totaling no more than the aggregate maximum amount of USD$2,000 in respect of any bank fees or other
costs associated with the repayment of the Loan by the Debtor.





 


5.  Partial Invalidity


5.1  The illegality, invalidity
of unenforceability of any provision of this Agreement or any part thereof under the law of any jurisdiction shall not affect its legality,
validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
Any illegal, invalid or unenforceable provision shall have the effect of a provision that would be valid, the purpose of which conforms
to the first mentioned provision to such an extent that it must be assumed that such provision would have been included in this Agreement
if the first mentioned provision had been omitted in view of its illegality, invalidity or unenforceability.





 


6.  Representations
and Warranties


6.1  As of the date of this
Agreement and the Effective Date, each Party represents and warrants to the other Party that:


 


(a) it is a
corporation duly organized and in good standing in its jurisdiction of incorporation and is qualified to do business and is in good
standing in those jurisdictions where necessary in order to carry out the purposes of this Agreement;





 


(b)  it has the capacity
to enter into and perform this Agreement and all transactions contemplated herein and that all other actions required to authorize it
to enter into and perform this Agreement have been properly taken;





 


(c)  no consent or approval
of any third party or governmental agency is required for the execution, delivery or performance of this Agreement;


 


(d)  it will not breach
any applicable law or other agreement or arrangement by entering into or performing this Agreement; and


 


(e)  this Agreement has
been duly executed and delivered by it and is valid and binding upon it in accordance with its terms.


 


7.  Counterparts


7.1  This Agreement may
be executed in any number of counterparts (including counterparts delivered by email) and this will have the same effect as if the signatures
on the counterparts were on a single copy of this Agreement. This Agreement is not effective until each Party has executed at least one
counterpart.


 


 


 






    	  





    	 



    




8.    Law


8.1  This Agreement and
any non-contractual obligations arising out of or in connection with it are governed by the laws of the Province of British Columbia and
the federal laws of Canada applicable therein.


 


9.   Jurisdiction


9.1  Each of the Parties irrevocably
agrees that all disputes arising out of this Agreement, including but not limited to a dispute relating to the existence, validity, or
termination of this Agreement or arising out of any non-contractual obligations arising out of or in connection with this Agreement, shall
be referred to the Kazakhstan International Arbitration in accordance with the current Rules. The number of arbitrators is one arbitrator
appointed by the Kazakhstan International Arbitration. The place of dispute settlement is Almaty, Kazakhstan. The language of the arbitration
shall be English. The decision made by the arbitration is binding upon the parties and may be enforced.


 





9.2   The submission to the
jurisdiction of the arbitration referred to in Clause 9.1 shall not (and shall not be construed so as to) limit the right of the Creditor
to institute proceedings against the Debtor in any other court of competent jurisdiction nor shall the instituting of proceedings by the
Creditor in any one or more jurisdictions preclude the instituting of proceedings by the Creditor in any other jurisdiction, whether concurrently
or not.


 


10.   Further Assurance


10.1  The Parties shall,
and shall procure that their agents, employees and subcontractors shall, do all things reasonably necessary, including executing any additional
documents and instrument, to give full effect to the terms and conditions of this Agreement.


 


11.   Entire
Agreement


11.1 This Agreement constitutes
the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations
and understandings between them, whether written or oral, relating to its subject matter. This Agreement shall be binding upon and inure
to the benefit of the respective successors and permitted assigns of the Parties.


 


12.   Assignment


12.1  The Debtor may not
transfer, assign, novate or otherwise dispose of their interest in this Agreement without the prior written consent of the Creditor.


 


13. Waiver


13.1  The failure of either
Party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof
shall not constitute a waiver of any provision of this Agreement or limit such Party’s right thereafter to enforce any provision
or exercise any right.


 






    	  





    	 



    

 


 


14.   Modifications



14.1  No
modification of this Agreement shall be valid unless made in writing and duly executed by both Parties. 


 



15.   Severability


15.1  If any
provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any
respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party hereto. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in
an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.





 


16.  Ekidos Minerals
Bank Account


The details for the
bank account for Ekidos Minerals LLP are as follows:


 


Bank:  XXXXXXXXXXXXXX


 


Bank Address:  XXXXXXXXXXXXXX


 


Account:  XXXXXXXXXXXXXX


 


SWIFT: XXXXXXXXXXXXXX


 





17.  Arras Minerals Corp.
Account


The details for the
bank account for Arras Minerals Corp. are as follows:


 


Bank: XXXXXXXXXXXXXX


 


Bank Address:  XXXXXXXXXXXXXX


 


Account:  XXXXXXXXXXXXXX


 


SWIFT:  XXXXXXXXXXXXXX



 






18. Notices

18.1  Any notice, direction
or other instrument required or permitted to be given under this Agreement will be in writing and may be given by the delivery of the
same or by sending the same by email or other similar form of communication (provided that if a method of notice other than email is selected,
the notice shall also be sent by email), in each case addressed as follows:


 





If to Creditor, at:


Arras Minerals Corp.


777 Dunsmuir Street,
Suite 1610


Vancouver, British
Columbia


V7Y 1K4


 


Attention: Tim Barry


Email: tbarry@arrasminerals.com


		and	



Attention: Christopher
Richards


Email: crichards@arrasminerals.com


 


 


 






    	  





    	 



    

 


with a copy (which
does not constitute notice) to:


 


Blake, Cassels &
Graydon LLP


595 Burrard Street


Suite 2600, Three Bentall
Centre


Vancouver, British
Columbia


V7X 1L3


		Attention:	Susan Tomaine



		Email:	susan.tomaine@blakes.com



 


If to Debtor, at:


Ekidos Minerals Limited
Liability Partnership


Apt. 1, 158 Panfilov
Street


Almalinsky District,
Almaty 050000


Republic of Kazakhstan





 


Attention: Irma Nuss


Email: irina.dostyk@gmail.com


 


Any notice, direction
or other instrument will (i) if delivered by hand, be deemed to have been given and received on the day it was delivered; and (ii) if
sent by email or other similar form of communication, be deemed to have been given and received on the business day following the day
it was so sent. Any party may at any time change its address for service from time to time by giving notice to the other parties in accordance
with this Clause 18.1.


 


 


 


IN WITNESS WHEREOF, this Agreement
has been executed by the Parties as of the date first written above:


 


		Debtor	



Ekidos Minerals Limited Liability Partnership


 


/s/ Irma Nuss      



		Name:	    Irma Nuss



		Title:	    Director



 


		Creditor	



Arras Minerals Corp.


 


/s/ Christopher
Richards          




		Name:	Christopher Richards



Title:Chief Financial Officer