Klondex Mines Ltd.: Exhibit 10.1- Filed by newsfilecorp.com





NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Execution Version 


	Dated 	MARCH 23, 2016 
	 	 



UP TO US$25,000,000 

SECURED REVOLVING FACILITY AGREEMENT 

between 

KLONDEX MINES LTD. 
as Borrower 


and 

KLONDEX CANADA LTD., 0985472 B.C. LTD, KLONDEX HOLDINGS (USA)

INC., KLONDEX MIDAS HOLDINGS LIMITED, KLONDEX MIDAS

OPERATIONS INC. and KLONDEX GOLD & SILVER MINING COMPANY

as Guarantors 


with 

INVESTEC BANK PLC 
as Lender and Hedge Counterparty



and 

INVESTEC BANK PLC 
acting as Security Agent





 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS
 PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Contents 

	Clause 	Page 
	INTERPRETATION
    	1 
	1 	Definitions and
      Interpretation 	1 
	THE FACILITY
    	21
  
	2 	The Facility 	21 
	3 	Purpose
    	22
  
	4 	Conditions of Utilization
    	23 
	UTILIZATION
    	24
  
	5 	Utilization 	24 
	REPAYMENT,
      PREPAYMENT AND CANCELLATION 	25
  
	6 	Repayment 	25 
	7 	Prepayment
      and Cancellation 	25
  
	COSTS OF UTILIZATION 	28 
	8 	Interest
    	28
  
	9 	Interest Periods 	29 
	10 	Changes to
      the Calculation of Interest 	29
  
	11 	Fees 	30 
	ADDITIONAL
      PAYMENT OBLIGATIONS 	31
  
	12 	Tax Gross Up and Indemnities
    	31 
	13 	Increased
      Costs 	36
  
	14 	Other Indemnities 	38 
	15 	Mitigation
      by the Lender 	39
  
	16 	Costs and Expenses 	39 
	GUARANTEE
    	41
  
	17 	Guarantee and Indemnity
    	41







NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	REPRESENTATIONS,
      UNDERTAKINGS AND EVENTS OF DEFAULT 	44      
	18      	Representations      	45      
	19      	Information
      Undertakings 	51
	20    	Financial
      Covenants 	56
	21    	General
      Undertakings 	58
	22      	Events
      of Default 	70
	CHANGES
      TO PARTIES 	76
	23      	Changes
      to the Lender 	76
	24      	Restriction
      on Debt Purchase Transactions 	80
	25      	Changes
      to the Obligors 	80
	ADMINISTRATION      	81
	26      	Payment
      Mechanics 	81
	27      	Set-Off      	83
	28      	Notices      	83
	29      	Calculations
      and Certificates 	85
	30      	Partial
      Invalidity 	85
	31      	Remedies
      and Waivers 	85
	32      	Amendments
      and Waivers 	86
	33      	Confidentiality      	87
	34      	Interest
      Act of Canada 	90
	35      	Usury      	90
	36      	Future
      Financings 	90
	37      	Counterparts      	90
	38      	Contractual
      Recognition of Bail-In 	91
	GOVERNING
      LAW AND ENFORCEMENT 	91
	39      	Governing
      Law 	91
	40      	Enforcement      	91







NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	41  	Waiver
      of immunity 	92
	Schedule
      1  	Conditions
      Precedent 	93
	Schedule
      2  	Requests    	97
	Part
      I  	Utilization
      Request 	97
	Part
      II  	Extension
      Request 	98
	Part
      III  	Amendment
      Request 	99
	Schedule

      3  	Form
      of Transfer Certificate 	100
	Schedule
      4 	Form
      of Assignment Agreement 	102
	Schedule
      5  	Form
      of Amendment Confirmation 	105
	Schedule
      6  	Form
      of Compliance Certificate 	107
	Schedule
      7  	Timetables    	108
	Schedule
      8  	Disclosure
      Schedule 	109
	Schedule
      21.40  		208    
	Schedule
      33.2(C)  		209    
	SIGNATURES    	210    







NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

THIS AGREEMENT is dated as of March 23, 2016 and made
between: 

	(1) 	
      KLONDEX MINES LTD, a company incorporated under
      the laws of the Province of British Columbia (the
  Borrower);

	 	 
	(2) 	
      KLONDEX CANADA LTD, a company incorporated under
      the laws of the Province of British Columbia as guarantor (Klondex
      Canada);

	 	 
	(3) 	
      0985472 B.C. LTD, a company incorporated under the
      laws of the Province of British Columbia as guarantor
    (0985472);

	 	 
	(4) 	
      KLONDEX HOLDINGS (USA) INC., a company
      incorporated under the laws of the State of Nevada as guarantor
      (Klondex Holdings);

	 	 
	(5) 	
      KLONDEX MIDAS HOLDINGS LIMITED, a company
      incorporated under the laws of the State of Nevada as guarantor
      (Klondex Midas);

	 	 
	(6) 	
      KLONDEX MIDAS OPERATIONS INC., a company
      incorporated under the laws of the State of Nevada as guarantor
      (Klondex Operations);

	 	 
	(7) 	
      KLONDEX GOLD & SILVER MINING COMPANY, a
      company incorporated under the laws of the State of Nevada as guarantor
      (Klondex Gold, together, the Guarantors);

	 	 
	(8) 	
      INVESTEC BANK PLC, under the laws of England and
      Wales whose registered office is at 2 Gresham Street, London, EC2V 7QP and
  with registered number 00489604 (the Lender and Hedge Counterparty);

	 	 
	(9) 	
      INVESTEC BANK PLC, as security agent for the
      Secured Parties (the Security Agent).



IT IS AGREED as follows: 

INTERPRETATION 

	1 	
      Definitions and
Interpretation




	1.1 	
      Definitions



In this Agreement: 

Accounting Principles means, for
any Obligor, IFRS and, for the purposes of any definition or calculation in
clause 0 (Financial covenants), as applicable at the date of this
Agreement. 

Accounting Reference Date means
31 December. 

Affiliate means, in relation to
any person:

	 	(a) 	
      a Subsidiary of that person;

	 	 	 
	 	(b) 	
      a Holding Company of that person; or

	 	 	 
	 	(c) 	
      any other Subsidiary of that Holding
  Company,



1




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

(including head offices and branches of
the above). 

Amendment Confirmation means a
confirmation substantially in the form set out in 0 Schedule (Form of
Amendment Confirmation). 

Amendment Request means a
request substantially in the form set out in Part III of 0(Requests).


Annual Budget means a cash flow
budget prepared in accordance with Clause 19.4, showing the proposed budgeted
sources and uses of funds by the Borrower over the following twelve (12) months.
The Annual Budget shall take into account cash, available debt and forecast cash
flows calculated using reasonable metal price and technical assumptions. 

Applicable Law means any law,
regulation, rule, executive order, decree, code of practice, circular, guidance
note or injunction of, or made by, any Competent Authority that is binding and
enforceable on or against an Obligor, the Properties or the subject matter of,
or any party to, any Finance Document, as the case may be, including, for the
avoidance of doubt, any Sanctions. 

Assignment Agreement means an
agreement substantially in the form set out in 0 (Form of Assignment
Agreement). 

Authorization means all
Authorizations, permits, consent, approvals, resolutions, licences, leases,
exemptions, filings, notarisations or registrations required in connection with:


	 	(a) 	
      the conduct of the business of any member of the
      Group;

	 	 	 
	 	(b) 	
      the development, construction, operation and maintenance
      of the Properties, including land use and access rights;

	 	 	 
	 	(c) 	
      the entry into and performance by an Obligor of any
      Finance Document to which it is a party and the transactions contemplated
      thereby;

	 	 	 
	 	(d) 	
      the validity and enforceability against an Obligor of any
      Finance Document to which it is a party; and

	 	 	 
	 	(e) 	
      the admissibility in any Relevant Jurisdiction of any
      Finance Document to which an Obligor is party.



Availability Period means the
period from and including Financial Close to and including the date falling one
(1) Month before the Original Final Maturity Date. 

Available Commitment means the
Commitment minus: 

	 	(a) 	
      the amount of any outstanding Loans; and

	 	 	 
	 	(b) 	
      in relation to any proposed Utilization, the amount of
      any Loans that are due to be made on or before the proposed Utilization
      Date,



excluding the amount of repayment or
prepayment with respect to any Loans due on or before the proposed Utilization
Date. 

Bail-In Action means the
exercise of any Write-down and Conversion Powers. 

2




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Bail-In Legislation means: 

(a)      in
relation to an EEA Member Country which has implemented, or which at any time
implements, Article 55 of Directive 2014/59/EU establishing a framework for the
recovery and resolution of credit institutions and investment firms , the
relevant implementing law or regulation as described in the EU Bail-In
Legislation Schedule from time to time; and 

(b)      in
relation to any other state, any analogous law or regulation from time to time
which requires contractual recognition of any Write-down and Conversion Powers
contained in that law or regulation.

Bank Tax means any Tax directly
or indirectly measured by reference to or imposed as a result of the equity,
assets, liabilities, leverage or other exposures to risk of the Lender or of any
Affiliate of the Lender, the nature of the activities or transactions undertaken
by the Lender or of any Affiliate of the Lender or other similar factors and
includes any similar Tax levied or imposed in any other jurisdiction.


Base Case Model means the base
case cash flow forecast model for the Borrower prepared by the Borrower, such
model to detail the Borrower’s cash flow forecast for a minimum of three (3)
years of operations and use reasonable assumptions in light of the circumstances
or market conditions at the time of delivery.

Break Costs means the amount (if
any) by which: 

	 	(a) 	
      the interest (other than the Margin) which the Lender
      should have received for the period from the date of receipt of all or any
      part of its participation in a Loan or Unpaid Sum to the last day of the
      current Interest Period in respect of that Loan or Unpaid Sum, had the
      principal amount or Unpaid Sum received been paid on the last day of that
      Interest Period;



exceeds: 

	 	(b) 	
      the amount which that Lender would be able to obtain by
      placing an amount equal to the principal amount or Unpaid Sum received by
      it on deposit with a leading bank in the Relevant Interbank Market for a
      period starting on the Business Day following receipt or recovery and
      ending on the last day of the current Interest
Period.



Business Day means a day (other
than a Saturday or Sunday) on which banks are open for general business in the
provinces of Ontario and British Columbia and in the United Kingdom. 

Cash Available for Debt Service
means, for a period for the Obligors and the Properties, all revenues less
cash operating costs, capital, exploration and other agreed expenditures, and
taxes payable for that period as represented in the then current Base Case
Model. 

Charged Property means all of
the assets which from time to time are, or are expressed to be, the subject of
the Transaction Security. 

Code means the US Internal
Revenue Code of 1986, as amended. 

Commitment means US$25,000,000,
or as amended in accordance with clause 0 (Amendment to Commitment) and
to the extent not cancelled, reduced or transferred under this Agreement. 

Commitment Limit has the meaning
given to it in clause 2.3 (Reduction in Available Commitment). 

3




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


Competent Authority means a
government, supranational, local government, statutory or regulatory body or any
subdivision thereof and any ministerial or governmental, quasi governmental,
mining industry or other regulatory department, body, instrumentality, agency or
official court or tribunal having jurisdiction over an Obligor, the Properties
or the subject matter of, or any party to, any Finance Document. 

Compliance Certificate means a
certificate substantially in the form set out in 0 (Form of Compliance
Certificate). 

Condemnation means any legal or
regulatory process that prevents use of the site, facilities and assets (or any
material part of any of the foregoing) of any of the Properties on the grounds
of health and safety for a continuous period of ninety (90) days or more. 

Confidential Information means
all information relating to any Obligor, the Group, the Finance Documents or the
Facility of which a Finance Party becomes aware in its capacity as, or for the
purpose of becoming, a Finance Party or which is received by a Finance Party in
relation to the Finance Documents or the Facility from either: 

	 	(a) 	
      any member of the Group or any of its advisers;
  or

	 	 	 
	 	(b) 	
      another Finance Party, if the information was obtained by
      that Finance Party directly or indirectly from any member of the Group or
      any of its advisers,



in whatever form, and includes
information given orally and any document, electronic file or any other way of
representing or recording information which contains or is derived or copied
from such information but excludes information that: 

	 	(i) 	
      is or becomes public information other than as a direct
      or indirect result of any breach that Finance Party of clause 0
      (Confidentiality); or

	 	 	 
	 	(ii) 	
      is identified in writing at the time of delivery as
      non-confidential by any member of the Group or any of its advisers;
    or

	 	 	 
	 	(iii) 	
      is known by that Finance Party before the date the
      information is disclosed to it accordance with paragraphs (a) or (b) above
      or is lawfully obtained by that Finance Party after that date, from a
      source which is, as far as that Finance Party is aware, unconnected with
      the Group and which, in either case, as far as that Finance Party aware,
      has not been obtained in breach of, and is not otherwise subject to, any
      obligation of confidentiality.



Control means where one
(1) person (either directly or indirectly and whether by share capital, voting
power, contract or otherwise) has the power to appoint and/or remove the
majority of the members of the governing body of another person or otherwise
controls or has the power to control the affairs and policies of that other
person and that other person is taken to be Controlled by the first
person. 

Counterparty Hedging Agreements
means the risk management facilities as provided by the Hedge Counterparty, to
be executed and utilised following Financial Close (in each case at the
Borrower’s election) to manage any member of the Group’s short term sales and
hedging of foreign currency exposure, gold and silver production (and such other
commodities to be agreed upon between the Borrower and the Hedge Counterparty).


4




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Debt Purchase Transaction means,
in relation to a person, a transaction where such person: 

	 	(a) 	
      purchases by way of assignment or transfer;

	 	 	 
	 	(b) 	
      enters into any sub-participation in respect of;
  or

	 	 	 
	 	(c) 	
      enters into any other agreement or arrangement having an
      economic effect substantially similar to a sub-participation in respect
      of,



any Commitment or amount outstanding
under this Agreement. 

Default means an Event of
Default or any event or circumstance specified in clause 0 (Events of
Default) which would (with the expiry of a grace period, the giving of
notice, the making of any determination under the Finance Documents or any
combination of any of the foregoing) be an Event of Default. 

Delegate means any delegate,
agent, attorney or co-trustee appointed by the Security Agent. 

Designated Person means a person
or entity: 

	 	(a) 	
      listed in the annex to, or otherwise targeted by the
      provisions of U.S. Executive Order No. 13224 on Blocking Property and
      Prohibiting Transactions with Persons who Commit, Threaten to Commit, or
      Support Terrorism;

	 	 	 
	 	(b) 	
      named as a "Specially Designated National and Blocked
      Person" on the most current list published by the Office of Foreign Assets
      Control of the U.S. Department of the treasury (or any successor thereto)
      as its official website or any replacement website or other replacement
      official publication of such list; or

	 	 	 
	 	(c) 	
      to the best of the Obligors' knowledge, with which any
      Finance Party is prohibited from dealing or otherwise engaging in any
      transaction by any Sanctions.



Disclosure Schedule means the
disclosure information set out in Schedule 8 (Disclosure schedule). 

Disposal means a sale, lease,
licence, transfer, loan or other disposal by a person of any asset, undertaking
or business (whether by a voluntary or involuntary single transaction or series
of transactions). 

Disruption Event means either or
both of: 

	 	(a) 	
      a material disruption to those payment or communications
      systems or to those financial markets which are, in each case, required to
      operate in order for payments to be made in connection with the Facility
      (or otherwise in order for the transactions contemplated by the Finance
      Documents to be carried out) which disruption is not caused by, and is
      beyond the control of, any of the Parties; or

	 	 	 
	 	(b) 	
      the occurrence of any other event which results in a
      disruption (of a technical or systems- related nature) to the treasury or
      payments operations of a Party preventing that, or any other
  Party:




	 	(i) 	
      from performing its payment obligations under the Finance
      Documents; or

	 	 	 
	 	(ii) 	
      from communicating with other Parties in accordance with
  the terms of the Finance Documents, 



5




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


and which (in either such case) is not
caused by, and is beyond the control of, the Party whose operations are
disrupted. 

Distribution means, in respect
of a person: 

	 	(a) 	
      declaring, making or paying any dividend, charge, fee or
      other distribution (or interest on any unpaid dividend, charge, fee or
      other distribution) (whether in cash or in kind) on or in respect of its
      share capital (or any class of its share capital);

	 	 	 
	 	(b) 	
      repaying or distributing any dividend or share premium
      reserve;

	 	 	 
	 	(c) 	
      redeeming, reducing, cancelling, repaying, purchasing or
      transferring any Financial Indebtedness owed to an Affiliate;

	 	 	 
	 	(d) 	
      paying or allowing any member of the Group to pay any
      management, advisory or other fee to or to the order of (i) any of its
      shareholders, (ii) any other member of the Group (unless such member is
      not an Obligor) or (iii) any of the shareholders of another member of the
      Group; or

	 	 	 
	 	(e) 	
      redeeming, repurchasing, defeasing, retiring or repaying
      any of its share capital or resolving to do so.



EEA Member Country means any
member state of the European Union, Iceland, Liechtenstein and Norway. 

Environment means humans,
animals, plants and all other living organisms including the ecological systems
of which they form part and the following media: 

	 	(a) 	
      air (including, without limitation, air within natural or
      man-made structures, whether above or below ground);

	 	 	 
	 	(b) 	
      water (including, without limitation, territorial,
      coastal and inland waters, water under or within land and water in drains
      and sewers); and

	 	 	 
	 	(c) 	
      land (including, without limitation, land under
      water).



Environmental Assessment means
the Environmental Assessment level under the National Environmental Policy Act
required to be completed for the Fire Creek Project, as determined by the Bureau
of Land Management. 

Environmental Claim means any
claim, proceeding, formal notice or investigation by any person in respect of
any Environmental Law. 

Environmental Law means all
federal, state or local laws, statutes, common law duties, rules, regulations,
ordinances and codes, together with all administrative orders, directives,
requests, licenses, authorizations and permits of, and agreements with
(including consent decrees), any governmental agencies or authorities, in each
case relating to or imposing liability or standards of conduct concerning public
health, safety and Environmental protection matters, including those relating to
hazardous, deleterious or toxic materials or substances or wastes, air
emissions, and discharges to waste or public systems, in each case to the extent
applicable to the Group. 

6




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Environmental Permits means any
permit and other Authorization and the filing of any notification, report or
assessment required under any Environmental Law for the operation of the
business of any member of the Group conducted on or from the properties owned or
used by any member of the Group. 

Equivalent means, in relation to
an amount specified in a particular currency (the first amount), the net
amount of any other currency which the Lender determines can be purchased with
the first amount in the Toronto foreign exchange market at or about 11:00 a.m.
on the day on which the calculation falls to be made for spot delivery. 

EU Bail-In Legislation Schedule
means the document described as such and published by the Loan Market
Association (or any successor person) from time to time.

Event of Default means any event
or circumstance specified as such in clause 0 (Events of Default). 

Event of Loss means any event
that renders repair or restoration of the site or facilities or assets (or any
material part of any of the foregoing) of any of the Properties impracticable or
impossible unless adequately insured. 

Excluded Assets means any
Material Licences. 

Exploration Business means any
member of the Group (other than an Obligor) that is engaged solely in the
identification, reconnaissance, investigation and exploration of potential or
actual mineral resources by whatever means, including the submission of
applications for appropriate licences to do so. 

Extension Fee means the fee
referred to in clause 6.2 (Extension Option). 

Extension Request means a
request substantially in the form set out in Part II of 0(Requests). 

Facility means the revolving
loan facility made available under this Agreement as described in clause 0
(The Facility). 

Facility Office means the office
or offices through which the Lender will perform its obligations under this
Agreement. 

FATCA means: 

	 	(a) 	
      the Foreign Account Tax Compliance Act, being

	 	 	 
	 	(b) 	
      sections 1471 to 1474 of the Code or any associated
      regulations or other official guidance;

	 	 	 
	 	(c) 	
      any treaty, law or regulation of any other jurisdiction,
      or relating to an intergovernmental agreement between the US and any other
      jurisdiction which (in each case) facilitates the implementation of any
      law or regulation referred to in paragraph (a) above; or

	 	 	 
	 	(d) 	
      any agreement pursuant to the implementation of any
      treaty, law or regulation referred to in paragraphs (a) or (b) above with
      the US Internal Revenue Service, the US government or any governmental or
      taxation authority in any other jurisdiction.



FATCA Deduction means a
deduction or withholding from a payment under a Finance Document required by FATCA. 

7




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


FATCA Exempt Party means a Party
that is entitled to receive payments free from any FATCA Deduction. 

Fee Letter means:

	 	(d) 	
      any letter or letters dated on or about the date of this
      Agreement between the Lender and the Borrower or the Security Agent and
      the Borrower setting out any of the fees referred to in clause 0
      (Fees); and

	 	 	 
	 	(e) 	
      any agreement setting out fees payable to a Finance Party
      referred to in clause 0 (Amendment to Commitment) under any other
      Finance Document.



Finance Document means this
Agreement, the Intercreditor Agreement, any Counterparty Hedging Agreement, each
Transaction Security Document, and any other document designated as such by the
Lender and the Borrower. 

Finance Party means the Security
Agent, the Hedge Counterparty or the Lender. 

Financial Close means the date
on which the Lender gives notice to the Borrower under clause 0 (Initial
conditions precedent). 

Financial Indebtedness means any
indebtedness for or in respect of: 

	 	(a) 	
      moneys borrowed;

	 	 	 
	 	(b) 	
      any amount raised by acceptance under any acceptance
      credit facility or dematerialised equivalent;

	 	 	 
	 	(c) 	
      any amount raised pursuant to any note purchase facility
      or the issue of bonds, notes, debentures, loan stock or any similar
      instrument;

	 	 	 
	 	(d) 	
      the amount of any liability in respect of any lease or
      hire purchase contract which would, in accordance with Accounting
      Principles, be treated as a finance or capital lease;

	 	 	 
	 	(e) 	
      receivables sold or discounted (other than any
      receivables to the extent they are sold on a non-recourse
basis);

	 	 	 
	 	(f) 	
      any amount raised under any other transaction (including
      any forward sale or purchase agreement) having the commercial effect of a
      borrowing;

	 	 	 
	 	(g) 	
      any derivative transaction entered into in connection
      with protection against or benefit from fluctuation in any rate or price
      (and, when calculating the value of any derivative transaction, only the
      marked to market value shall be taken into account);

	 	 	 
	 	(h) 	
      any counter-indemnity obligation in respect of a
      guarantee, indemnity, bond, standby or documentary letter of credit or any
      other instrument issued by a bank or financial institution; and

	 	 	 
	 	(i) 	
      the amount of any liability in respect of any guarantee
      or indemnity for any of the items referred to in paragraphs (a) to (h)
      above.



8




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Fire Creek Mine means the Fire
Creek gold project in Nevada, United States. 

Foreign Currency means any
currency other than the lawful currency of Canada. 

Good Industry Practice means
international standards, practices, methods and procedures complying with
Applicable Law and all Authorizations and with that degree of skill, diligence,
judgment, prudence and foresight which would reasonably and ordinarily be
expected under the same or similar circumstances from (as applicable) an
internationally skilled and experienced owner, contractor, manufacturer,
marketer, sales company or, as the case may be, operator engaged in designing,
engineering, constructing, developing, commissioning, repairing, refurbishing,
operating, maintaining, insuring and/or owning mining facilities in relation to
the Properties. 

Gold Purchase Agreement means
the gold purchase agreement dated 11 February 2014 between the Borrower, as
seller, and Franco-Nevada Corporation (Franco-Nevada), as buyer,
including any permitted amendments, in accordance with the Intercreditor
Agreement. 

Government means the Government
of Canada. 

Group means each Obligor and
each Subsidiary for the time being. 

Group Structure Chart means the
group structure chart provided to the Lender on the Closing Date. 

Hedging Policy Limits means
those limits established in the Klondex Mines Ltd. Accounting Policy Regarding
Metal Sales, dated August 7, 2015, as prepared by [****], specifying the
amounts of metal that can be sold as follows: 

	 	(a) 	
      [****]% of metal in inventory after settlement
      with the refiner; and

	 	 	 
	 	(b) 	
      [****]% of metal delivered to the refiner but not
      settled, metal poured at mill or in transit to the refiner, metal in
      precipitate or estimated recovered metal in circuit. Metal is available to
      pledge after it is melted and poured at the refiner. Final settlement with
      the refiner is 10 days from the melt date.

	 	 	 
	 	(c) 	
      Percentages of estimated metal production for a one year
      rolling program:




	 	(i) 	
      [****]% of 0-90 days;

	 	 	 
	 	(ii) 	
      [****]% of 91-180 days;

	 	 	 
	 	(iii) 	
      [****]% of 181-273 days; and

	 	 	 
	 	(iv) 	
      [****]% of 274-365 days.



Hedging Agreements means any
master agreement, confirmation, schedule or other agreement entered into or to
be entered into by any member of the Group and another party for the purpose of
risk management in accordance with this Agreement (other than the Hedge
Counterparty) or otherwise with the consent of the Lender. 

Holding Company means, in
relation to a person, any other person in respect of which it is a Subsidiary.


IFC Performance Standards means
the IFC Performance Standards on Social and Economic Sustainability dated 1 January 2012 and as updated from time to
time. 

9




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


IFRS means International
Financial Reporting Standards, as promulgated by the International Accounting
Standards Committee, applied on a consistent basis both as to classification of
items and amounts. 

Insurance means any policy of
insurance in respect of the Properties in which an Obligor may at any time have
an interest, entered into in accordance with clause 0 (Insurance).

Insolvency Event in relation to
an entity means that the entity: 

	 	(a) 	
      is dissolved (other than pursuant to a consolidation,
      amalgamation or merger);

	 	 	 
	 	(b) 	
      becomes insolvent or is unable to pay its debts or fails
      or admits in writing its inability generally to pay its debts as they
      become due;

	 	 	 
	 	(c) 	
      makes a general assignment, arrangement or composition
      with or for the benefit of its creditors;

	 	 	 
	 	(d) 	
      institutes or has instituted against it, by a regulator,
      supervisor or any similar official with primary insolvency, rehabilitative
      or regulatory jurisdiction over it in the jurisdiction of its
      incorporation or organisation or the jurisdiction of its head or home
      office, a proceeding seeking a judgment of insolvency or bankruptcy or any
      other relief under any bankruptcy or insolvency law or other similar law
      affecting creditors' rights, or a petition is presented for its winding-up
      or liquidation by it or such regulator, supervisor or similar
    official;

	 	 	 
	 	(e) 	
      has instituted against it a proceeding seeking a judgment
      of insolvency or bankruptcy or any other relief under any bankruptcy or
      insolvency law or other similar law affecting creditors' rights, or a
      petition is presented for its winding-up or liquidation, and, in the case
      of any such proceeding or petition instituted or presented against it,
      such proceeding or petition is instituted or presented by a person or
      entity not described in paragraph (d) above
and:




	 	(i) 	
      results in a judgment of insolvency or bankruptcy or the
      entry of an order for relief or the making of an order for its winding-up
      or liquidation; or

	 	 	 
	 	(ii) 	
      is not dismissed, discharged, stayed or restrained in
      each case within 30 days of the institution or presentation
  thereof;




	 	(f) 	
      has a resolution passed for its winding-up, official
      management or liquidation (other than pursuant to a consolidation,
      amalgamation or merger);

	 	 	 
	 	(g) 	
      seeks or becomes subject to the appointment of an
      administrator, provisional liquidator, conservator, receiver, trustee,
      custodian or other similar official for it or for all or substantially all
      its assets (other than, for so long as it is required by law or regulation
      not to be publicly disclosed, any such appointment which is to be made, or
      is made, by a person or entity described in paragraph (d)
above);

	 	 	 
	 	(h) 	
      has a secured party take possession of all or
      substantially all its assets or has a distress, execution, attachment,
      sequestration or other legal process levied, enforced or sued on or
      against all or substantially all its assets and such secured party
      maintains possession, or any such process is not dismissed, discharged,
      stayed or restrained, in each case within 30 days
  thereafter;



10




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(i) 	
      causes or is subject to any event with respect to it
      which, under the applicable laws of any jurisdiction, has an analogous
      effect to any of the events specified in paragraphs (a) to (i) above;
      or

	 	 	 
	 	(j) 	
      takes any action in furtherance of, or indicating its
      consent to, approval of, or acquiescence in, any of the foregoing
    acts.



Intercreditor Agreement means
the intercreditor agreement dated on or about Financial Close and made between
the Lender and Franco-Nevada. 

Interest Period means, in
relation to a Loan, each period determined in accordance with clause 0
(Interest Periods) and, in relation to an Unpaid Sum, each period
determined in accordance with clause 0 (Default interest). 

Interpolated Screen Rate means,
in relation to LIBOR for any Loan, the rate (rounded to the same number of
decimal places as the two relevant Screen Rates) which results from
interpolating on a linear basis between: 

	 	(a) 	
      the applicable Screen Rate for the longest period (for
      which that Screen Rate is available) which is less than the Interest
      Period of that Loan; and

	 	 	 
	 	(b) 	
      the applicable Screen Rate for the shortest period (for
      which that Screen Rate is available) which exceeds the Interest Period of
      that Loan,



each as of the Specified Time on the
Quotation Day for the currency of that Loan. 

Joint Venture means any joint
venture entity, whether a company, unincorporated firm, undertaking,
association, joint venture or partnership or any other entity. 

Legal Opinion means any legal
opinion by counsel to the Borrower required to be delivered to the Lender and
the Hedge Counterparty under paragraph 0 of 0(Conditions precedent). 

Legal Reservations means: 

	 	(a) 	
      the principle that equitable remedies may be granted or
      refused at the discretion of a court and the limitation of enforcement by
      laws relating to insolvency, reorganisation and other laws generally
      affecting the rights of creditors;

	 	 	 
	 	(b) 	
      the time barring of claims under the Limitation
    Act;

	 	 	 
	 	(c) 	
      similar principles, rights and defences under the laws of
      any Relevant Jurisdiction; and

	 	 	 
	 	(d) 	
      any other matters that are set out as qualifications or
      reservations as to matters of law of general application in the Legal
      Opinions.



Lender’s Spot Rate of Exchange
means the Lender’s spot rate of exchange for the purchase of the relevant
currency with dollars in the Toronto foreign exchange market at or about 11:00
a.m. on a particular day. 

LIBOR means, in relation to any
Loan: 

	 	(a) 	
      the applicable Screen Rate;

	 	 	 
	 	(b) 	
      (if no Screen Rate is available for dollars for the
  Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or 



11




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(c) 	
      if:




	 	(i) 	
      no Screen Rate is available for dollars; or

	 	 	 
	 	(ii) 	
      no Screen Rate is available for dollars for the Interest
      Period of that Loan and it is not possible to calculate an Interpolated
      Screen Rate for that Loan,



the Reference Bank Rate, 

as of, in the case of paragraphs (a)
and (c) above, the Specified Time on the Quotation Day for dollars and for a
period equal in length to the Interest Period of that Loan and if that rate is
less than zero, LIBOR shall be deemed to be zero. 

Limitation Act means the
Limitations Act (Ontario), 2002 and any similar legislation in any
Relevant Jurisdiction. 

Loan means a loan made or to be
made under the Facility or the principal amount outstanding for the time being
of that loan. 

Margin means three point five
percent (3.5%) for
the period up to the first full Test Date (as defined in clause 20.1 (Financial
definitions)) following Financial Close, inclusive of any applicable Risk
Premium. Thereafter, the Margin shall be determined based on the Borrower
Gearing Ratio (as defined in clause 20.1 (Financial definitions)) for the
Relevant Period (as defined in clause 20.1 (Financial definitions)) in
accordance with the table below: 


	Borrower Gearing Ratio 	Margin (% per annum) 
	< 0.50:1	2.75
	≥ 0.50:1 < 1.00:1	2.95
	≥ 1.00:1 < 1.50:1	3.15
	≥ 1.50:1 < 2.00:1	3.35
	≥ 2.00:1 < 2.50:1	3.60
	≥ 2.50:1	4.00



Material Adverse Effect means
any effect which, in the reasonable opinion of the Lender, is or is reasonably
likely to be materially adverse to: 

	 	(a) 	
      the business, operations, property, condition (financial
      or otherwise) or creditworthiness of any Obligor or the Group (taken as a
      whole);

	 	 	 
	 	(b) 	
      the ability of an Obligor to perform any of its
      obligations under the Finance Documents; or

	 	 	 
	 	(c) 	
      the validity or enforceability of, or the effectiveness
      or ranking of any Security granted or purporting to be granted pursuant to
      any of, the Finance Documents or the rights or remedies of any Finance
      Party under any of the Finance Documents.



Material Licences means any
mining right issued by the relevant authority in connection with the Properties,
the termination, revocation or loss of which could result in a Material Adverse
Effect. 

Midas Mine means the Midas gold
mine in Nevada, United States. 

12




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Midas Plant means the processing
plant for the extraction of gold and silver located at the Midas Mine. 

Month means a period starting on
one day in a calendar month and ending on the numerically corresponding day in
the next calendar month, except that: 

	 	(a) 	
      (subject to paragraph (c) below) if the numerically
      corresponding day is not a Business Day, that period shall end on the next
      Business Day in that calendar month in which that period is to end if
      there is one, or if there is not, on the immediately preceding Business
      Day; and

	 	 	 
	 	(b) 	
      if there is no numerically corresponding day in the
      calendar month in which that period is to end, that period shall end on
      the last Business Day in that calendar month; and

	 	 	 
	 	(c) 	
      if an Interest Period begins on the last Business Day of
      a calendar month, that Interest Period shall end on the last Business Day
      in the calendar month in which that Interest Period is to
  end.



The above rules will only apply to the
last Month of any period. 

New Lender has the meaning given
to that term in clause 0 (Changes to the Lender). 

Obligor means the Borrower, a
Guarantor or any party (other than the Hedge Counterparty) to a Counterparty
Hedging Agreement. 

On Demand Funds has the meaning
given to that term in clause 11.1 (Commitment fee). 

On Notice Funds has the meaning
given to that term in clause 11.1 (Commitment fee). 

Original Final Maturity Date
means the date falling twenty-four (24) Months after the date of this Agreement
or, if extended pursuant to clause 0 (Extension option), the date which
is twelve months after the then Original Final Maturity Date. 

Original Financial Statements
means the audited consolidated financial statements of the Borrower and its
Subsidiaries for each of the financial year ended 31 December 2014 and the
financial year ended 31 December 2013. 

Original Jurisdiction means, in
relation to an Obligor, the jurisdiction under whose laws that Obligor is
incorporated as at the date of this Agreement. 

Party means a party to this
Agreement. 

Permitted Acquisitions has the
meaning given to it in clause 21.15 (Acquisitions). 

Permitted Acquisition Debt means
any pre-existing debt facilities secured solely against assets to be acquired
under a Permitted Acquisition, including metal pre-purchase agreements,
streaming or royalty financing agreements entered into to fund a Permitted
Acquisition and which is secured solely against production from the acquired
assets. 

Permitted Disposal means a sale,
lease, licence, transfer, loan or other disposal by a person of any asset,
undertaking or business (whether by a voluntary or involuntary single
transaction or series of transactions), which is on arm's length terms: 

13




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

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

	 	 	 
	 	(b) 	
      of assets (other than shares, businesses, or real
      property) in aggregate of less than or equal to $[****] in exchange
      for other assets comparable or superior as to type, value and
    quality;

	 	 	 
	 	(c) 	
      of assets in the ordinary course of trading of the
      disposing entity; or

	 	 	 
	 	(d) 	
      of assets acquired as part of a Permitted Acquisition for
      fair market value, where such assets are not required by the Borrower as
      part of its strategy for that Permitted Acquisition or the existing
      Properties.



Permitted Equipment Financing
means: 

	 	(a) 	
      lending arrangements for the acquisition of vehicles,
      plant, equipment or computers, (or which are secured on any such vehicles,
      plant, equipment or computers (and any insurance policies in respect of
      the foregoing)); or

	 	 	 
	 	(b) 	
      finance or capital leases of vehicles, plant, equipment
      or computers,



provided that: 

	 	(i) 	
      the cost of financing the asset does not exceed fifteen
      percent (15%) per annum;

	 	 	 
	 	(ii) 	
      the aggregate Financial Indebtedness arising thereunder
      does not exceed US$[****] (or its Equivalent);

	 	 	 
	 	(iii) 	
      the relevant Obligor provides a copy of the agreement
      documenting such lending arrangements to the Lender; and

	 	 	 
	 	(iv) 	
      in the case of (b) above only, any deposit or down
      payment that is required to be made under the terms of the finance or
      capital lease does not exceed forty percent (40%) of the capital cost of
      the asset.



Permitted Indebtedness has the
meaning given to it in clause 0 (Financial indebtedness). 

Permitted Security has the
meaning given to it in clause 0 (Negative pledge). 

Properties means the operation,
maintenance and ownership of Midas Mine, Midas Plant, Fire Creek Mine, Rice Lake
Mine and any Permitted Acquisitions. 

Quotation Day means, in relation
to any period for which an interest rate is to be determined, two (2) Business
Days before the first day of that period unless market practice differs in the
Relevant Interbank Market, in which case the Quotation Day will be determined by
the Lender in accordance with market practice in the Relevant Interbank Market
(and if quotations would normally be given by leading banks in the Relevant
Interbank Market on more than one day, the Quotation Day will be the last of
those days). 

Receiver means a receiver or
receiver and manager or administrative receiver of the whole or any part of the
Charged Property. 

Reference Bank Rate means the
arithmetic mean of the rates (rounded upwards to four (4) decimal places) as
supplied to the Lender at its request by the Reference Banks as the rate at
which the relevant Reference Bank could borrow funds in the London
interbank market in dollars for the relevant period, were it to do so by asking for and
then accepting interbank offers for deposits in reasonable market size in that
currency and for that period. 

14




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


Reference Banks means the
principal London offices of Barclays Bank PLC and such other banks as may be
selected by the Lender in consultation with the Borrower. 

Related Fund in relation to a
fund (the first fund), means a fund which is managed or advised by the
same investment manager or investment adviser as the first fund or, if it is
managed by a different investment manager or investment adviser, a fund whose
investment manager or investment adviser is an Affiliate of the investment
manager or investment adviser of the first fund. 

Relevant Interbank Market means
the London interbank market. 

Relevant Jurisdiction means, in
relation to an Obligor: 

	 	(a) 	
      its Original Jurisdiction;

	 	 	 
	 	(b) 	
      any jurisdiction where any asset subject to or intended
      to be subject to the Transaction Security to be created by it is
      situated;

	 	 	 
	 	(c) 	
      any jurisdiction where it conducts its business;
    and

	 	 	 
	 	(d) 	
      the jurisdiction whose laws govern the perfection of any
      of the Transaction Security Document entered into by
it.



Repeating Representations means
each of the representations set out in clause 18. 

Representative means any
delegate, agent, manager, administrator, nominee, attorney, trustee or
custodian. 

Resolution Authority means any
body which has authority to exercise any Write-down and Conversion Powers.

Restricted Party means a person
that is: 

	 	(a) 	
      listed on, or owned or controlled by a person listed on,
      or acting on behalf of a person listed on, any Sanctions List;

	 	 	 
	 	(b) 	
      located in, incorporated under the laws of, or owned or
      (directly or indirectly) controlled 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) 	
      otherwise a target of Sanctions (“target of Sanctions”
      signifying a person with whom a US person or other national of a Sanctions
      Authority would be prohibited or restricted by law from engaging in trade,
      business or other activities).



Rice Lake Mine means the Rice
Lake Mine and mill complex located near Bissett, Manitoba. 

Risk Premium means from the
first Test Date (as defined in clause 20.1 (Financial definitions) for
which the Margin is calculated under the grid contained therein, an additional
per annum premium shall be applied to the Margin as follows: 

	 	(a) 	
      0.25% prior to the final approval of the Environmental
  Assessment for the Fire Creek Mine; and 



15




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(b) 	
      0.35% while the liabilities outstanding under the Gold
      Purchase Agreement exceed US$10,000,000, as reported using Accounting
      Principles and/or the Intercreditor Agreement remains in
  effect.



Rollover Loan means one or more
Loans: 

	 	(a) 	
      made or to be made on the same day that a maturing Loan
      is due to be repaid;

	 	 	 
	 	(b) 	
      the aggregate amount of which is equal to or less than
      the amount of the maturing Loan; and

	 	 	 
	 	(c) 	
      made or to be made to the same Borrower for the purpose
      of refinancing a maturing Loan.



Sanctions means the economic
sanctions laws, regulations, embargoes or restrictive measures administered,
enacted or enforced by: 

	 	(a) 	
      the United States government;

	 	 	 
	 	(b) 	
      the United Nations;

	 	 	 
	 	(c) 	
      the European Union;

	 	 	 
	 	(d) 	
      the United Kingdom; or

	 	 	 
	 	(e) 	
      the respective governmental institutions and agencies of
      any of the foregoing, including, without limitation, the Office of Foreign
      Assets Control of the US Department of Treasury (OFAC), the United
      States Department of State, and Her Majesty’s Treasury
  (HMT),



(together, the Sanctions
Authorities). 

Sanctions List means the
“Specially Designated Nationals and Blocked Persons” list maintained by OFAC,
the Consolidated List of Financial Sanctions Targets and the Investment Ban List
maintained by HMT, or any similar list maintained by, or public announcement of
Sanctions designation made by, any of the Sanctions Authorities. 

Screen Rate means the London
interbank offered rate administered by ICE Benchmark Administration Limited (or
any other person which takes over the administration of that rate) for dollars
for the relevant period displayed on pages LIBOR01 or LIBOR02 of the Reuters
screen (or any replacement Reuters page which displays that rate), or on the
appropriate page of such other information service which publishes that rate
from time to time in place of Reuters. If such page or service ceases to be
available, the Lender may specify another page or service displaying the
relevant rate after consultation with the Borrower. 

Security means a mortgage,
charge, pledge, lien or other security interest securing any obligation of any
person or any other agreement or arrangement having a similar effect. 

Separate Loan has the meaning
given to it in clause 0 (Repayment of Loans). 

Shoreline Asset Purchase
Agreement means the Asset Purchase Agreement made as of December 16, 2015
among Klondex Canada, Shoreline Gold Inc. and the Borrower. 

16




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Shoreline Promissory Note means
the secured Promissory Note dated January 21, 2016 made by Klondex Canada in
favor of 7097914 Manitoba Inc. in the principal amount of $12,000,000. 

Specified Time means a time
determined in accordance with 0(Timetables). 

Subsidiary means, in relation to
a company, any other company: 

	 	(a) 	
      which is Controlled, directly or indirectly, by the first
      named company; or

	 	 	 
	 	(b) 	
      more than half the issued share capital of which is
      beneficially owned, directly or indirectly, by the first named
    company.



Tax means any tax, levy, impost,
duty or other charge or withholding of a similar nature (including any penalty
or interest payable in connection with any failure to pay or any delay in paying
any of the same). 

Transaction Security means the
Security created or expressed to be created in favour of the Security Agent
pursuant to the Transaction Security Documents. 

Transaction Security Documents
means any document required to be delivered under paragraph 0 of 0(Conditions
Precedent); and any other document entered into by any Obligor creating or
expressed to create any Security over all or any part of its assets in respect
of the obligations of any of the Obligors under any of the Finance Documents.


Transfer Certificate means a
certificate substantially in the form set out in 0 (Form of Transfer
Certificate) or any other form agreed between the Lender and the Borrower.


Transfer Date means, in relation
to an assignment or a transfer, the proposed date specified in the relevant
Assignment Agreement or Transfer Certificate. 

Unpaid Sum means any sum due and
payable but unpaid by an Obligor under the Finance Documents. 

US means the United States of
America. 

US Tax Obligor means: 

	 	(a) 	
      the Borrower which is resident for tax purposes in the
      US; or

	 	 	 
	 	(b) 	
      an Obligor some or all of whose payments under the
      Finance Documents are from sources within the US for US federal income tax
      purposes.



Utilization means a Utilization
of the Facility. 

Utilization Date means the date
of a Utilization, being the date on which a Loan is to be made. 

Utilization Request means a
notice substantially in the form set out in 0(Utilization
Request). 

VAT means general sales tax and
provincial sales tax as applicable in British Columbia, or any other tax of
similar nature, whether imposed in Canada or elsewhere. 

World Bank Standards means: 

17




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(a) 	
      the environmental and social standards, requirements,
      policies and guidelines contained in the Pollution, Prevention and
      Abatement Handbook 1998 published by the World Bank and (to the extent
      applicable) all other environmental and social standards, requirements,
      policies and guidelines relating to mining projects published by the World
      Bank from time to time;

	 	 	 
	 	(b) 	
      the IFC Environmental Guidelines for Occupational Health
      and Safety in force from time to time;

	 	 	 
	 	(c) 	
      the IFC Performance Standards; and

	 	 	 
	 	(d) 	
      (to the extent applicable) all other environmental and
      social standards, requirements, policies and guidelines relating to mining
      projects published by the International Finance Corporation from time to
      time.



Write-down and Conversion Powers
means: 

	 	(a) 	
      in relation to any Bail-In Legislation described in the
      EU Bail-In Legislation Schedule from time to time, the powers described as
      such in relation to that Bail-In Legislation in the EU Bail-In Legislation
      Schedule; and

	 	 	 
	 	(b) 	
      in relation to any other applicable Bail-In
      Legislation:




	 	(i) 	
      any powers under that Bail-In Legislation to cancel,
      transfer or dilute shares issued by a person that is a bank or investment
      firm or other financial institution or affiliate of a bank, investment
      firm or other financial institution, to cancel, reduce, modify or change
      the form of a liability of such a person or any contract or instrument
      under which that liability arises, to convert all or part of that
      liability into shares, securities or obligations of that person or any
      other person, to provide that any such contract or instrument is to have
      effect as if a right had been exercised under it or to suspend any
      obligation in respect of that liability or any of the powers under that
      Bail-In Legislation that are related to or ancillary to any of those
      powers; and

	 	 	 
	 	(ii) 	
      any similar or analogous powers under that Bail-In
      Legislation.




	1.2 	
      Construction




	 	(a) 	
      Unless a contrary indication appears, any reference in
      this Agreement to:




	 	(i) 	
      the Security Agent, any Finance Party, the
      Lender, any Obligor, or any Party shall be construed
      so as to include its successors in title, permitted assigns and permitted
      transferees to, or of, its rights and/or obligations under the Finance
      Documents and, in the case of the Security Agent, any person for the time
      being appointed as Security Agent or Security Agents in accordance with
      the Finance Documents;

	 	 	 
	 	(ii) 	
      a document in agreed form is a document which is
      previously agreed in writing by or on behalf of the Borrower and the
      Lender or their respective legal advisors or, if not so agreed, is in the
      form specified by the Lender;

	 	 	 
	 	(iii) 	
      assets includes present and future properties,
      assets, intellectual property rights, real property, personal property,
      revenues, uncalled capital and rights of every
  description;



18




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(iv) 	
      a Finance Document or any other agreement or
      instrument is a reference to that Finance Document or other agreement or
      instrument as amended, novated, supplemented, extended or restated,
      however fundamentally;

	 	 	 
	 	(v) 	
      guarantee means (other than in clause 0
      (Guarantee and Indemnity)) any guarantee, letter of credit, bond,
      indemnity or similar assurance against loss, or any obligation, direct or
      indirect, actual or contingent, to purchase or assume any indebtedness of
      any person or to make an investment in or loan to any person or to
      purchase assets of any person where, in each case, such obligation is
      assumed in order to maintain or assist the ability of such person to meet
      its indebtedness;

	 	 	 
	 	(vi) 	
      indebtedness includes any obligation (whether
      incurred as principal or as surety) for the payment or repayment of money,
      whether present or future, actual or contingent;

	 	 	 
	 	(vii) 	
      the term including shall be construed to mean
      including without limitation;

	 	 	 
	 	(viii) 	
      an obligation means any duty, obligation or
      liability of any kind;

	 	 	 
	 	(ix) 	
      a person includes any individual, firm, company,
      corporation, government, state or agency of a state or any association,
      trust, joint venture, consortium, partnership or other entity (whether or
      not having separate legal personality);

	 	 	 
	 	(x) 	
      a regulation includes any regulation, rule,
      official directive, request or guideline (whether or not having the force
      of law) of any governmental, intergovernmental or supranational body,
      agency, department or of any regulatory, self-regulatory or other
      authority or organisation;

	 	 	 
	 	(xi) 	
      a right means any right, privilege, power,
      immunity or other interest or remedy of any kind;

	 	 	 
	 	(xii) 	
      the winding up, dissolution,
      administration or bankruptcy of a person shall be construed
      as to include any equivalent or analogous procedures under the laws of any
      jurisdiction in which such person is incorporated or resident in any
      jurisdiction in which such person carries on business or in which any of
      its assets are located (including the seeking of a liquidation, winding
      up, appointment of bankruptcy trustee, reorganisation, dissolution,
      administration, arrangement, adjustment, protection or relief of debtors,
      insolvency and suspension of payments);

	 	 	 
	 	(xiii) 	
      a provision of law is a reference to that provision as
      amended or re-enacted;

	 	 	 
	 	(xiv) 	
      a time of day is a reference to Pacific Time;
  and

	 	 	 
	 	(xv) 	
      clauses and schedules are to be construed as references
      to clauses of and schedules to this Agreement.




	 	(b) 	
      Section, clause and Schedule headings are for ease of
      reference only.

	 	 	 
	 	(c) 	
      Unless a contrary indication appears, a term used in any
      other Finance Document or in any notice given under or in connection with
      any Finance Document has the same meaning in that Finance Document or
      notice as in this Agreement.

	 	 	 
	 	(d) 	
      A Default (other than an Event of Default) is
      continuing if it has not been remedied or waived and an Event of Default is continuing if it has
not been waived. 



19




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	1.3 	
      Currency symbols and
definitions



$, US$, USD and
dollars denote the lawful currency of the United States of America. 

	1.4 	
      Third Party Rights




	 	(a) 	
      Unless expressly provided to the contrary in a Finance
      Document a person who is not a Party has no right to enforce or to enjoy
      the benefit of any term of this Agreement.

	 	 	 
	 	(b) 	
      Notwithstanding any term of any Finance Document the
      consent of any person who is not a Party is not required to rescind or
      vary this Agreement at any time.




	1.5 	
      Calculations



In any calculation done for the
purposes of a Finance Document, no amount shall be double-counted. 

20




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

THE FACILITY 

	2 	
      The Facility




	2.1 	
      The Facility



Subject to the terms of this Agreement,
the Lender shall make available to the Borrower a dollar revolving loan facility
in an aggregate amount equal to the Commitment. 

	2.2 	
      Amendment to
Commitment




	 	(a) 	
      The Borrower may, on the one (1) year anniversary of
      Financial Close, request that the Commitment be amended by delivering an
      Amendment Request to the Lender specifying the amount in dollars of the
      proposed amendment in the Commitment.

	 	 	 
	 	(b) 	
      The Borrower may not deliver an Amendment Request
      unless:




	 	(i) 	
      no Default is continuing or would result from the
      proposed increase in the Commitment; and

	 	 	 
	 	(ii) 	
      the Repeating Representations are true on the date of the
      Amendment Request.




	 	(c) 	
      Any amendment to the Commitment made pursuant to
      paragraph (a) above will take effect on the last day of the current
      Interest Period for the Loan or Loans which are outstanding when the
      conditions set out in paragraph (d) below are satisfied.

	 	 	 
	 	(d) 	
      An amendment to the Commitment will only be effective
      on:




	 	(i) 	
      the Lender’s credit committee consenting in writing to
      the proposed amendment; and

	 	 	 
	 	(ii) 	
      the execution by the Lender of an Amendment
      Confirmation.




	 	(e) 	
      The Borrower shall promptly on demand pay the Lender and
      the Security Agent the amount of all costs and expenses (including legal
      fees and disbursements) reasonably incurred by either of them and, in the
      case of the Security Agent, by any Receiver or Delegate in connection with
      any increase in Commitment under this clause 2.2.

	 	 	 
	 	(f) 	
      The Borrower may pay to the Lender a fee in the amount
      and at the times agreed between the Borrower and the Lender in a Fee
      Letter.




	2.3 	
      Reduction in Commitment



If the Borrower Gearing Ratio (as
defined in clause 0 (Financial definitions)) is greater than 3.75:1 at
any time when calculated prior to the Original Final Maturity Date, the
Available Commitment shall be recalculated by the Lender and reduced to a level
in compliance with the ratios described in clause 20.1 (Financial definitions)
(the Commitment Limit). If the amount of the outstanding under the
Facility exceeds the Commitment Limit, the Borrower shall be required to remit a
mandatory prepayment in accordance with clause 7.3 (Mandatory prepayment –
reduction in Commitment). 

	2.4 	
      Finance Parties' rights and
  obligations




	 	(a) 	
      The obligations of each Finance Party under the Finance
      Documents are several. Failure
by a Finance Party to perform its obligations under the Finance
Documents does not affect the obligations of any other Party under the Finance
Documents. No Finance Party is responsible for the obligations of any other
Finance Party under the Finance Documents. 



21




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(b) 	
      The rights of each Finance Party under or in connection
      with the Finance Documents are separate and independent rights and any
      debt arising under the Finance Documents to a Finance Party from an
      Obligor shall be a separate and independent debt.

	 	 	 
	 	(c) 	
      A Finance Party may, except as otherwise stated in the
      Finance Documents, separately enforce its rights under the Finance
      Documents.




	2.5 	
      Obligors' Agent




	 	(a) 	
      Each Obligor (other than the Borrower) by its execution
      of this Agreement irrevocably appoints the Borrower (acting through one or
      more authorised signatories) to act on its behalf as its agent in relation
      to the Finance Documents and irrevocably
authorises:




	 	(i) 	
      the Borrower on its behalf to supply all information
      concerning itself contemplated by this Agreement to the Finance Parties
      and to give all notices and instructions, to make such agreements and to
      effect the relevant amendments, supplements and variations capable of
      being given, made or effected by any Obligor notwithstanding that they may
      affect the Obligor, without further reference to or the consent of that
      Obligor; and

	 	 	 
	 	(ii) 	
      each Finance Party to give any notice, demand or other
      communication to that Obligor pursuant to the Finance Documents to the
      Borrower,



and in each case the Obligor shall be
bound as though the Obligor itself had given the notices and instructions or
executed or made the agreements or effected the amendments, supplements or
variations, or received the relevant notice, demand or other communication. 

	 	(b) 	
      Every act, omission, agreement, undertaking, settlement,
      waiver, amendment, supplement, variation, notice or other communication
      given or made by the Obligors' Agent or given to the Obligors' Agent under
      any Finance Document on behalf of another Obligor or in connection with
      any Finance Document (whether or not known to any other Obligor and
      whether occurring before or after such other Obligor became an Obligor
      under any Finance Document) shall be binding for all purposes on that
      Obligor as if that Obligor had expressly made, given or concurred with it.
      In the event of any conflict between any notices or other communications
      of the Obligors' Agent and any other Obligor, those of the Obligors' Agent
      shall prevail.




	3 	
      Purpose




	3.1 	
      Purpose



The Borrower shall apply all amounts
borrowed by it under the Facility towards: 

	 	(a) 	
      any fees and expenses which are payable by the Obligors
      under this Agreement;

	 	 	 
	 	(b) 	
      general corporate requirements of the
  Borrower;



22




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(c) 	
      working capital requirements of the Borrower or its
      Subsidiaries; and

	 	 	 
	 	(d) 	
      capital investments and expenditures of the Borrower or
      its Subsidiaries.




	3.2 	
      Monitoring



No Finance Party is bound to monitor or
verify the application of any amount borrowed pursuant to this Agreement. 

	4 	
      Conditions of
Utilization




	4.1 	
      Initial conditions
precedent



The Borrower may not deliver a
Utilization Request unless the Lender has received all of the documents and
other evidence listed in 0(Conditions precedent) in form and substance
satisfactory to the Lender. The Lender shall notify the Borrower promptly upon
being so satisfied. 

	4.2 	
      Further conditions
precedent



The Lender will only be obliged to
comply with clause 0 (Lender’s obligation) if on the date of the
Utilization Request and on the proposed Utilization Date: 

	 	(a) 	
      in the case of a Rollover Loan, no Event of Default is
      continuing or would result from the proposed Loan and, in the case of any
      other Loan, no Default is continuing or would result from the proposed
      Loan; and

	 	 	 
	 	(b) 	
      the Repeating Representations to be made by each Obligor
      are true in all material respects.



23




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

UTILIZATION 

	5 	
      Utilization




	5.1 	
      Delivery of a Utilization
Request



The Borrower may utilise the Facility
by delivery to the Lender of a duly completed Utilization Request not later than
the Specified Time. 

	5.2 	
      Completion of a Utilization
  Request




	 	(a) 	
      Each Utilization Request is irrevocable and will not be
      regarded as having been duly completed unless:




	 	(i) 	
      the proposed Utilization Date is a Business Day within
      the Availability Period;

	 	 	 
	 	(ii) 	
      the currency and amount of the Utilization comply with
      clause 0 (Currency and amount); and

	 	 	 
	 	(iii) 	
      the proposed Interest Period complies with clause 0
      (Interest Periods).




	 	(b) 	
      Only one (1) Loan may be requested in each Utilization
      Request.




	5.3 	
      Currency and amount




	 	(a) 	
      The currency specified in a Utilization Request must be
      dollars.

	 	 	 
	 	(b) 	
      The amount of the proposed Loan must be an amount which
      is not more than the Available Commitment and which is a minimum of
      US$1,000,000 and an integral multiple of US$500,000 or, if less, the
      Commitment.




	5.4 	
      Lender’s obligations



If the conditions set out in this
Agreement have been met, and subject to clause 0 (Repayment of Loans) the
Lender shall make each Loan available by the Utilization Date through its
Facility Office. 

	5.5 	
      Cancellation of Commitment



The portion of the Commitment which, at
that time, is unutilised shall be immediately cancelled at the end of the
Availability Period. 

24




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

REPAYMENT, PREPAYMENT AND CANCELLATION 

	6 	
      Repayment




	6.1 	
      Repayment of Loans




	 	(a) 	
      The Borrower shall repay each Loan on the last day of its
      Interest Period, and any outstanding Loans shall be repaid on the Original
      Final Maturity Date.




	6.2 	
      Extension option




	 	(a) 	
      On an annual basis after the date hereof, the Borrower
      may request an extension of the then applicable Original Final Maturity
      Date by a further twelve months by delivering an Extension Request to the
      Lender not less than sixty (60) days before the then applicable Original
      Final Maturity Date, provided that the Borrower may not deliver an
      Extension Request unless:




	 	(i) 	
      no Default is continuing or would result from the
      Extension Request; and

	 	 	 
	 	(ii) 	
      the Repeating Representations are true on the date of the
      Extension Request.




	 	(b) 	
      An Extension Request shall be irrevocable.

	 	 	 
	 	(c) 	
      Concurrent with the Extension Request, the Borrower shall
      deliver an extension fee equal to US$[****] on the date of the
      delivery of the Extension Request (the “Extension Fee”).

	 	 	 
	 	(d) 	
      If the Lender consents to the Extension Request, it shall
      notify the Borrower by no later than thirty (30) days prior to the then
      Original Final Maturity Date (the Consent Date). The decision as to
      whether to consent to the Extension Request is at the sole discretion of
      the Lender who shall not be under any obligation whatsoever to agree to
      the Extension Request. If the Borrower does not receive notification from
      the Lender by the Consent Date or if the Lender does not receive the
      Extension Fee, that Lender shall be deemed not to have consented to the
      Extension Request.

	 	 	 
	 	(e) 	
      If the Lender consents to the Extension Request, provided
      that no Default is continuing and the Extension Fee has been received by
      the Lender, the Original Maturity Date shall be extended by a further
      twelve months on the later of the Consent Date and the date on which the
      Borrower pays the Extension Fee to the Lender.

	 	 	 
	 	(f) 	
      If the Lender does not consent to the Extension Request
      by the Consent Date, the Original Final Maturity Date shall remain the
      same as was previously in effect without any recognition of an extension,
      and the Lender shall return the Extension Fee to the
  Borrower.




	7 	
      Prepayment and
Cancellation




	7.1 	
      Illegality



If, in any applicable jurisdiction, it
becomes unlawful for the Lender to perform any of its obligations as
contemplated by this Agreement or to fund or maintain its participation in any
Loan or it becomes unlawful for any Affiliate of the Lender to do so: 

	 	(a) 	
      upon the Lender notifying the Borrower, the Available
  Commitment of that Lender will be immediately cancelled; and 



25




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(b) 	
      the Borrower shall repay the Lender on the last day of
      the Interest Period for each Loan occurring after the Lender has notified
      the Borrower, and the Lender's Commitment shall be cancelled in the amount
      of the Loans repaid.




	7.2 	
      Mandatory prepayment - change of
  control




	 	(a) 	
      If a Change of Control
occurs:




	 	(i) 	
      the Borrower shall promptly (and in any event no later
      than three (3) Business Days after the occurrence of the Change of
      Control) notify the Lender upon becoming aware of that event;
and

	 	 	 
	 	(ii) 	
      unless the Lender gave its written consent prior to the
      occurrence of the Change of Control, the Commitment will be immediately
      cancelled and all outstanding Loans, together with accrued interest and
      all other amounts accrued under the Finance Documents, will become
      immediately due and payable.




	 	(b) 	
      For the purposes of paragraph 0 above, Change of
      Control means any person or group of persons acting jointly or
      otherwise acting in concert (including by way of joint venture or other
      cooperation agreement with an Obligor) gaining direct or indirect control
      of the Borrower or any Obligor and, for the purposes of this
      definition:




	 	(i) 	
      control of a person
means:




	 	(A) 	
      the power (whether by way of ownership of shares, proxy,
      contract, agency or otherwise) to:




	 	(1) 	
      cast, or control the casting of, more than fifty percent
      (50%) of the maximum number of votes that might be cast at a general
      meeting of that person; or

	 	 	 
	 	(2) 	
      appoint or remove all, or the majority, of the directors
      or other equivalent officers of that person; or

	 	 	 
	 	(3) 	
      give directions with respect to the operating and
      financial policies of that person with which the directors or other
      equivalent officers of that person are obliged to comply;
  or




	 	(B) 	
      the holding of more than fifty percent (50%) of the
      issued and outstanding share capital of that person (excluding any part of
      that issued share capital that carries no right to participate beyond a
      specified amount in a distribution of either profits or capital);
    and




	 	(ii) 	
      acting in concert means a group of persons who,
      pursuant to an agreement or understanding (whether formal or informal),
      actively co-operate, through the acquisition by any of them, either
      directly or indirectly, of shares in a person, to obtain or consolidate
      control of that person.




	7.3 	
      Mandatory prepayment – reduction in
    Commitment



If the amount of Loans outstanding
under the Facility exceeds the Commitment Limit pursuant to a reduction under Clause 2.3 (Reduction in Commitment): 

26




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(a) 	
      any available cash of the Borrower above US$10,000,000
      shall become immediately due and payable to the Lender to reduce the Loans
      to the Commitment Level; and

	 	 	 
	 	(b) 	
      following the payment described in paragraph (a) above,
      one hundred percent (100%) of Cash Available for Debt Service shall be
      payable to the Lender until the outstanding Loans do not exceed the
      Commitment Limit.




	7.4 	
      Automatic cancellation



The Available Commitment shall be
automatically cancelled at the end of the Availability Period. 

	7.5 	
      Restrictions




	 	(a) 	
      Any notice of cancellation or prepayment given by any
      Party under this clause 0 shall be irrevocable and, unless a contrary
      indication appears in this Agreement, shall specify the date or dates upon
      which the relevant cancellation or prepayment is to be made and the amount
      of that cancellation or prepayment.

	 	 	 
	 	(b) 	
      Any prepayment under this Agreement shall be made
      together with accrued interest on the amount prepaid and, subject to any
      Break Costs, without premium or penalty.

	 	 	 
	 	(c) 	
      Unless a contrary indication appears in this Agreement,
      any part of the Facility which is prepaid or repaid may be reborrowed in
      accordance with the terms of this Agreement.

	 	 	 
	 	(d) 	
      The Borrower shall not repay or prepay all or any part of
      the Loans or cancel all or any part of the Commitment except at the times
      and in the manner expressly provided for in this Agreement.

	 	 	 
	 	(e) 	
      Subject to clause 0 (Amendment to Commitment), no
      amount of the Commitment cancelled under this Agreement may be
      subsequently reinstated.

	 	 	 
	 	(f) 	
      If all or part of a Loan is repaid or prepaid and is not
      available for redrawing (other than by operation of clause 0 (Further
      conditions precedent)), the amount which is repaid or prepaid will be
      deemed to be cancelled on the date of repayment or
  prepayment.



27




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

COSTS OF UTILIZATION 

	8 	
      Interest




	8.1 	
      Calculation of interest



The rate of interest on each Loan for
each Interest Period is the percentage rate per annum which is the aggregate of
the applicable: 

	 	(a) 	
      Margin;

	 	 	 
	 	(b) 	
      LIBOR; and

	 	 	 
	 	(c) 	
      Risk Premium.




	8.2 	
      Payment of interest



The Borrower shall pay accrued interest
on the Loan to which that Interest Period relates on the last day of each
Interest Period (and, if the Interest Period is longer than six (6) Months, on
the dates falling at six (6) monthly intervals after the first day of the
Interest Period). 

	8.3 	
      Default interest




	 	(a) 	
      If an Obligor fails to pay any amount payable by it under
      a Finance Document on its due date, interest shall accrue on the overdue
      amount from the due date up to the date of actual payment (both before and
      after judgment) at a rate which, subject to paragraph 0 below, is two
      percent (2.0%) per annum higher than the rate which would have been
      payable if the overdue amount had, during the period of non-payment,
      constituted a Loan of the overdue amount for successive Interest Periods,
      each of a duration selected by the Lender (acting reasonably). Any
      interest accruing under this clause 0 shall be immediately payable by the
      Obligor on demand by the Lender.

	 	 	 
	 	(b) 	
      If any overdue amount consists of all or part of a Loan
      which became due on a day which was not the last day of an Interest Period
      relating to that Loan:




	 	(i) 	
      the first Interest Period for that overdue amount shall
      have a duration equal to the unexpired portion of the current Interest
      Period relating to that Loan; and

	 	 	 
	 	(ii) 	
      the rate of interest applying to the overdue amount
      during that first Interest Period shall be two percent (2%) per annum
      higher than the rate which would have applied if the overdue amount had
      not become due.




	 	(c) 	
      Default interest (if unpaid) arising on an overdue amount
      will be compounded with the overdue amount at the end of each Interest
      Period applicable to that overdue amount but will remain immediately due
      and payable.




	8.4 	
      Notification of rates of
interest



The Lender shall promptly notify the
Borrower of the determination of a rate of interest under this Agreement. 

28




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	9 	
      Interest Periods




	9.1 	
      Selection of Interest
Periods




	 	(a) 	
      The Borrower may select an Interest Period for a Loan in
      the Utilization Request for that Loan.

	 	 	 
	 	(b) 	
      The Borrower may select an Interest Period of one (1),
      three (3), and six (6) or twelve (12) Months or any other period agreed
      between the Borrower and the Lender.

	 	 	 
	 	(c) 	
      An Interest Period for a Loan shall not extend beyond the
      Original Final Maturity Date.

	 	 	 
	 	(d) 	
      Each Interest Period for a Loan shall start on its
      Utilization Date.

	 	 	 
	 	(e) 	
      A Loan has one (1) Interest Period
only.




	9.2 	
      Non-Business Days



If an Interest Period would otherwise
end on a day which is not a Business Day, that Interest Period will instead end
on the next Business Day in that calendar month (if there is one) or the
preceding Business Day (if there is not). 

	10 	
      Changes to the Calculation of
  Interest




	10.1 	
      Absence of quotations



Subject to clause 0 (Market
disruption), if LIBOR is to be determined by reference to the Reference
Banks but a Reference Bank does not supply a quotation by the Specified Time on
the Quotation Day, the applicable LIBOR shall be determined on the basis of the
quotations of the remaining Reference Banks. 

	10.2 	
      Market disruption




	 	(a) 	
      If a Market Disruption Event occurs in relation to a Loan
      for any Interest Period, then the rate of interest on the Loan for the
      Interest Period shall be the percentage rate per annum which is the sum
      of:




	 	(i) 	
      the Margin; and

	 	 	 
	 	(ii) 	
      the percentage rate per annum of the cost to the Lender
      of funding its participation in that Loan from whatever source it may
      reasonably select.




	 	(b) 	
      If the percentage rate per annum notified by the Lender
      pursuant to clause 0 above is less than LIBOR, the cost to that Lender of
      funding its participation in that Loan for that Interest Period shall be
      deemed, for the purposes of clause 0 above, to be LIBOR.

	 	 	 
	 	(c) 	
      If a Market Disruption Event occurs the Lender shall, as
      soon as is practicable, notify the Borrower.

	 	 	 
	 	(d) 	
      In this Agreement Market Disruption Event
      means:




	 	(i) 	
      at or about noon on the Quotation Day for the relevant
      Interest Period when LIBOR is to be determined by reference to the
      Reference Banks, and none or only one of the Reference Banks supplies a
  rate to the Lender to determine LIBOR for the relevant Interest Period; or 



29




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(ii) 	
      before close of business in Toronto on the Quotation Day
      for the relevant Interest Period, the cost to the Lender of obtaining
      matching deposits in the Relevant Interbank Market would be in excess of
      LIBOR.




	10.3 	
      Alternative basis of interest or
  funding



If a Market Disruption Event occurs and
the Lender or the Borrower so requires, the Lender and the Borrower shall enter
into negotiations (for a period of not more than thirty (30) days) with a view
to agreeing a substitute basis for determining the rate of interest. 

	10.4 	
      Break Costs




	 	(a) 	
      The Borrower shall, within three (3) Business Days of
      demand by a Finance Party, pay to that Finance Party its Break Costs
      attributable to all or any part of a Loan or Unpaid Sum being paid by the
      Borrower on a day other than the last day of an Interest Period for that
      Loan or Unpaid Sum.

	 	 	 
	 	(b) 	
      The Lender shall, as soon as reasonably practicable to
      the Borrower, provide a certificate of an authorized signatory of the
      Lender confirming the amount of its Break Costs for any Interest Period in
      which they accrue.




	11 	
      Fees




	11.1 	
      Commitment fee




	 	(a) 	
      The Borrower shall pay to the Lender a fee on undrawn
      amounts under the Facility computed at the rate equal
to:




	 	(i) 	
      [****] per annum on amounts subject to sixty (60)
      days’ notice for Utilizations (On Notice Funds); and

	 	 	 
	 	(ii) 	
      [****] per annum on all other amounts (On
      Demand Funds).




	 	(b) 	
      Following Financial Close, the Borrower shall notify the
      Lender of the aggregate amount of undrawn funds to be held as On Notice
      Funds and On Demand Funds. Following receipt of such notice by the Lender,
      the Borrower may elect to re-allocate any undrawn funds as either On
      Notice Funds or On Demand Funds at any time during the Availability
      Period, provided that the Borrower provides sixty (60) days’ notice to the
      Lender prior to any change of allocation.

	 	 	 
	 	(c) 	
      The accrued commitment fee is payable on the last day of
      each fiscal quarter which ends during the Availability Period, on the last
      day of the Availability Period and, if cancelled in full, on the cancelled
      amount of the Lender's Commitment at the time the cancellation is
      effective.




	11.2 	
      Establishment fee



The Borrower shall pay to the Lender an
establishment fee as more specifically outlined in the Fee Letter in the form
attached as Schedule 11.2 and executed and delivered concurrently with this
Agreement. 

30




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

ADDITIONAL PAYMENT OBLIGATIONS 

	12 	
      Tax Gross Up and
Indemnities




	12.1 	
      Definitions




	 	(a) 	
      In this Agreement:



Protected Party means a Finance
Party which is or will be subject to any liability, or required to make any
payment, for or on account of Tax in relation to a sum received or receivable
(or any sum deemed for the purposes of Tax to be received or receivable) under a
Finance Document. 

Tax Deduction means a deduction
or withholding for or on account of Tax from a payment under a Finance Document,
other than a FATCA Deduction. 

Tax Payment means either the
increase in a payment made by an Obligor to a Finance Party under clause 0
(Tax gross-up) or a payment under clause 0 (Tax indemnity). 

Tax Refund means a refund of
any Tax. 

Tax Withholding means (i) a
FATCA Withholding or (ii) withholding Taxes imposed on amounts payable to or for
the account of a Finance Party under a Finance Document pursuant to a law in
effect on the date on which (A) such Finance Party acquires such interest in the
Finance Document or (B) such Finance Party changes its Facility Office, except
in each case to the extent that, pursuant to Section 12 of this Agreement,
amounts with respect to such Taxes were payable either to such Finance Party’s
assignor immediately before such Finance Party became a party hereto or to such
Finance Party immediately before it changed its Facility Office. 

	 	(b) 	
      Unless a contrary indication appears, in this clause 0 a
      reference to determines or determined means a determination made in the
      absolute discretion of the person making the
  determination.




	12.2 	
      Tax gross-up




	 	(a) 	
      Each Obligor shall make all payments to be made by it
      without any Tax Deduction, unless a Tax Deduction is required by
    law.

	 	 	 
	 	(b) 	
      The Borrower shall promptly upon becoming aware that an
      Obligor must make a Tax Deduction (or that there is any change in the rate
      or the basis of a Tax Deduction) notify the Lender accordingly. Similarly,
      the Lender shall notify the Borrower on becoming so aware in respect of a
      payment payable to that Lender.

	 	 	 
	 	(c) 	
      If a Tax Deduction is required by law to be made by an
      Obligor, the amount of the payment due from that Obligor shall be
      increased to an amount which (after making any Tax Deduction) leaves an
      amount equal to the payment which would have been due if no Tax Deduction
      had been required.

	 	 	 
	 	(d) 	
      If an Obligor is required to make a Tax Deduction, that
      Obligor shall make that Tax Deduction and any payment required in
      connection with that Tax Deduction within the time allowed and in the
      minimum amount required by law.

	 	 	 
	 	(e) 	
      Within thirty (30) days of making either a Tax Deduction
      or any payment required in connection with that Tax Deduction, the Obligor making that Tax
Deduction shall deliver to the Finance Party entitled to the payment evidence
reasonably satisfactory to that Finance Party that the Tax Deduction has been
made or (as applicable) any appropriate payment paid to the relevant taxing
authority. 



31




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(f) 	
      Notwithstanding anything else in this Agreement, provided
      no Event of Default shall have occurred and be continuing, the provisions
      of this Section 0 shall not apply in respect of any Tax Withholding that
      is required solely as a result of an assignment by the Lender pursuant to
      Section 0 of this Agreement.




	12.3 	
      Tax indemnity




	 	(a) 	
      The Borrower shall (within ten days of demand by the
      Lender) indemnify each Protected Party for the full amount of Tax imposed
      on such Protected Party and any other loss, liability or cost which that
      Protected Party reasonably determines will be or has been (directly or
      indirectly) suffered for or on account of Tax by that Protected Party in
      respect of a Finance Document, including, without limitation, any Tax
      imposed or asserted on, or attributable to, amounts payable under this
      clause 12.3(a), whether or not such Tax was correctly or legally imposed
      or asserted. Any Protected Party making a claim under this clause 0 shall
      provide the Borrower with documentary evidence that the loss, liability or
      cost will be or has been suffered.

	 	 	 
	 	(b) 	
      Paragraph 0 above shall not
apply:




	 	(i) 	
      with respect to any Tax assessed on a Finance
    Party:




	 	(A) 	
      under the law of the jurisdiction in which that Finance
      Party is incorporated or, if different, the jurisdiction (or
      jurisdictions) in which that Finance Party is treated as resident for tax
      purposes; or

	 	 	 
	 	(B) 	
      under the law of the jurisdiction in which that Finance
      Party's Facility Office is located in respect of amounts received or
      receivable in that jurisdiction,



if that Tax is imposed on or
calculated by reference to the net income received or receivable (but not any
sum deemed to be received or receivable) by that Finance Party; or 

	 	(ii) 	
      to the extent a loss, liability or
cost:




	 	(A) 	
      is compensated for by an increased payment under clause 0
      (Tax gross-up); or

	 	 	 
	 	(B) 	
      relates to a FATCA Deduction required to be made by a
      Party; or




	 	(iii) 	
      with respect to any Bank Tax assessed or imposed on a
      Finance Party to the extent a loss, liability or cost is attributable to
      the unreasonable delay or default of a Finance Party in accounting for an
      amount of Tax due where such Finance Party was aware that such delay or
      default would result in such loss, liability or cost, save to the extent
      that such delay or default is attributable to the Borrower’s failure to
      pay that Finance Party pursuant to its obligation under clause 0 (Tax
      indemnity).




	12.4 	
      Tax Refund



If an Obligor makes a Tax Payment and
the relevant Finance Party determines, in its discretion, that: 

32




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(a) 	
      a Tax Refund is attributable to an increased payment of
      which that Tax Payment forms part, to that Tax Payment or to a Tax
      Deduction in consequence of which that Tax Payment was required;
  and

	 	 	 
	 	(b) 	
      that a Finance Party (or any Affiliate of that Finance
      Party) has obtained that Tax Refund,



the Finance Party shall pay an amount
to the Obligor which that Finance Party determines will leave it, together with
its Affiliates (if relevant) (after making that payment) in the same after-Tax
position as it (or they, as the case may be) would have been in had the Tax
Payment not been required to be made by the Obligor. Notwithstanding any other
provision of this Agreement: 

	 	(a) 	
      the relevant Finance Party shall not be required to take
      any steps to claim or utilise any Tax Refund which would result in that
      Finance Party incurring any costs (including costs of management
    time);

	 	 	 
	 	(b) 	
      the relevant Finance Party shall not be required to take
      any steps which it reasonably considers would adversely affect its
      interests; and

	 	 	 
	 	(c) 	
      the relevant Finance Party shall not be required to claim
      or utilise any Tax Refund in priority to any other Tax relief, credit,
      deduction or right of repayment or other Tax benefit which may be
      available to it.




	12.5 	
      Stamp taxes



The Borrower shall pay and, within ten
days of demand, indemnify each Finance Party against any cost, loss or liability
that Finance Party incurs in relation to all stamp duty, registration and other
similar Taxes payable in respect of any Finance Document except for any such Tax
payable in connection with the entry into of, or any transaction implemented by,
a Transfer Certificate (other than where that Transfer Certificate is entered
into following an Event of Default which is continuing or a request by an
Obligor). 

	12.6 	
      VAT




	 	(a) 	
      All amounts expressed to be payable under a Finance
      Document by any Party to a Finance Party which (in whole or in part)
      constitute the consideration for any supply for VAT purposes are deemed to
      be exclusive of any VAT which is chargeable on that supply, and
      accordingly, subject to paragraph (b) below, if VAT is or becomes
      chargeable on any supply made by any Finance Party to any Party under a
      Finance Document and such Finance Party is required to account to the
      relevant tax authority for the VAT, that Party must pay to such Finance
      Party (in addition to and at the same time as paying any other
      consideration for such supply) an amount equal to the amount of the VAT
      (and such Finance Party must promptly provide an appropriate VAT invoice
      to that Party). In the event that any VAT is paid by any Party to a
      Finance Party in respect of such supply and such VAT is found not to be
      chargeable in respect of such supply and, as a result, such Finance Party
      receives a credit or repayment from the relevant tax authority, the
      Finance Party shall promptly pay to the Party an amount equal to such
      credit or repayment (if any) (up to an amount equal to the VAT paid by
      that Party to the relevant Finance Party in relation to such supply) which
      it reasonably determines relates to the VAT chargeable on that
    supply.

	 	 	 
	 	(b) 	
      If VAT is or becomes chargeable on any supply made by any
      Finance Party (the Supplier) to any other Finance Party (the
      Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party)
is required by the terms of any Finance Document to pay an amount equal to the
consideration for that supply to the Supplier (rather than being required to
reimburse or indemnify the Recipient in respect of that consideration): 



33




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(c) 	
      (where the Supplier is the person required to account to
      the relevant tax authority for the VAT) the Relevant Party must also pay
      to the Supplier (at the same time as paying that amount) an additional
      amount equal to the amount of the VAT. The Recipient must (where this
      paragraph (i) applies) promptly pay to the Relevant Party an amount equal
      to any credit or repayment the Recipient receives from the relevant tax
      authority which the Recipient reasonably determines relates to the VAT
      chargeable on that supply; and

	 	 	 
	 	(d) 	
      (where the Recipient is the person required to account to
      the relevant tax authority for the VAT) the Relevant Party must promptly,
      following demand from the Recipient, pay to the Recipient an amount equal
      to the VAT chargeable on that supply but only to the extent that the
      Recipient reasonably determines that it is not entitled to credit or
      repayment from the relevant tax authority in respect of that
VAT.

	 	 	 
	 	(e) 	
      Where a Finance Document requires any Party to reimburse
      or indemnify a Finance Party for any cost or expense, that Party shall
      reimburse or indemnify (as the case may be) such Finance Party for the
      full amount of such cost or expense, including such part thereof as
      represents VAT, save to the extent that such Finance Party reasonably
      determines that it is entitled to credit or repayment in respect of such
      VAT from the relevant tax authority.

	 	 	 
	 	(f) 	
      Any reference in this clause 12.6 to any Party shall, at
      any time when such Party is treated as a member of a group for VAT
      purposes, include (where appropriate and unless the context otherwise
      requires) a reference to the person who is treated as making the supply,
      or (as appropriate) receiving the supply, under any applicable grouping
      rules.

	 	 	 
	 	(g) 	
      In relation to any supply made by a Finance Party to any
      Party under a Finance Document, if reasonably requested by such Finance
      Party, that Party must promptly provide such Finance Party with details of
      that Party's VAT registration and such other information as is reasonably
      requested in connection with such Finance Party's VAT reporting
      requirements in relation to such supply.




	12.7 	
      FATCA Information




	 	(a) 	
      Subject to clause 0 below, each Party shall, within ten
      (10) Business Days of a reasonable request by another Party in
    writing:




	 	(i) 	
      confirm to that other Party whether it
  is:




	 	(A) 	
      a FATCA Exempt Party; or

	 	 	 
	 	(B) 	
      not a FATCA Exempt Party;




	 	(ii) 	
      supply to that other Party such forms, documentation and
      other information relating to its status under FATCA as that other Party
      reasonably requests for the purposes of that other Party's compliance with
      FATCA; and

	 	 	 
	 	(iii) 	
      supply to that other Party such forms, documentation and
      other information relating to its status as that other Party reasonably
      requests for the purposes of that other Party's compliance with any other
  law, regulation or exchange of information regime.



34




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(b) 	
      If a Party confirms to another Party pursuant to
      paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently
      becomes aware that it is not or has ceased to be a FATCA Exempt Party,
      that Party shall notify that other Party reasonably promptly.

	 	 	 
	 	(c) 	
      Paragraph (a) above shall not oblige any Finance Party to
      do anything, and paragraph (a)(iii) above shall not oblige any other Party
      to do anything, which would or might in its reasonable opinion constitute
      a breach of:




	 	(i) 	
      any law or regulation;

	 	 	 
	 	(ii) 	
      any fiduciary duty; or

	 	 	 
	 	(iii) 	
      any duty of confidentiality.




	 	(d) 	
      If a Party fails to confirm whether or not it is a FATCA
      Exempt Party or to supply forms, documentation or other information
      requested in accordance with paragraph (a)(i) or (ii) above (including,
      for the avoidance of doubt, where paragraph (c) applies), then such Party
      shall be treated for the purposes of the Finance Documents (and payments
      under them) as if it is not a FATCA Exempt Party until such time as the
      Party in question provides the requested confirmation, forms,
      documentation or other information

	 	 	 
	 	(e) 	
      If the Borrower is a US Tax Obligor, or where the Lender
      reasonably believes that its obligations under FATCA or any other
      applicable law or regulation require it, the Lender shall, within ten (10)
      Business Days of:




	 	(i) 	
      where the Borrower is a US Tax Obligor and the relevant
      Lender is the Lender, the date of this Agreement; or

	 	 	 
	 	(ii) 	
      where an Obligor is a US Tax Obligor and the relevant
      Lender is a New Lender, on or prior to the relevant Transfer Date or the
      date on which an increase in Commitment takes effect pursuant to clause
      2.2 (Amendment to Commitment),



Lender shall supply: 

	 	(A) 	
      an executed withholding certificate on Form W-8 or Form
      W-9 or any other relevant form; or

	 	 	 
	 	(B) 	
      any withholding statement and other documentation,
      Authorization or waiver to certify or establish the status of such Lender
      under FATCA or that other law or regulation.




	 	(f) 	
      The Lender shall provide any withholding certificate,
      withholding statement, document, Authorization or waiver received pursuant
      to paragraph (a) above to the relevant Borrower.

	 	 	 
	 	(g) 	
      If any withholding certificate, withholding statement,
      document, Authorization or waiver provided to the Lender pursuant to
      paragraph (e) above is or becomes materially inaccurate or incomplete,
      that Borrower shall promptly update it and provide such updated
      withholding certificate, withholding statement, document, Authorization or
      waiver to the Lender, unless it is unlawful for the Lender to do
  so.



35




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	12.8 	
      FATCA Deduction




	 	(a) 	
      Each Party may make any FATCA Deduction it is required to
      make by FATCA, and any payment required in connection with that FATCA
      Deduction, and no Party shall be required to increase any payment in
      respect of which it makes such a FATCA Deduction or otherwise compensate
      the recipient of the payment for that FATCA Deduction.

	 	 	 
	 	(b) 	
      Each Party shall promptly, upon becoming aware that it
      must make a FATCA Deduction (or that there is any change in the rate or
      the basis of such FATCA Deduction), and in any case at least three (3)
      Business Days prior to making a FATCA Deduction, notify the Party to whom
      it is making the payment and, on or prior to the day on which it notifies
      that Party, shall also notify the Borrower, the Lender and the other
      Finance Parties.




	13 	
      Increased Costs




	13.1 	
      Increased costs




	 	(a) 	
      Subject to clause 0 (Exceptions) the Borrower
      shall, within three (3) Business Days of a demand by the Lender, pay for
      the account of a Finance Party the amount of any Increased Costs incurred
      by that Finance Party or any of its Affiliates as a result
  of:




	 	(i) 	
      the introduction of or any change in (or in the
      interpretation, administration or application of) any law or
      regulation;

	 	 	 
	 	(ii) 	
      compliance with any law or regulation made after the date
      of this Agreement; or

	 	 	 
	 	(iii) 	
      is a Basel III Increased
Cost.




	 	(b) 	
      In this Agreement:



Increased Costs means: 

	 	(i) 	
      a reduction in the rate of return from the Facility or on
      a Finance Party's (or its Affiliate's) overall capital;

	 	 	 
	 	(ii) 	
      an additional or increased cost; or

	 	 	 
	 	(iii) 	
      a reduction of any amount due and payable under any
      Finance Document,



which is incurred or suffered by a
Finance Party or any of its Affiliates to the extent that it is attributable to
that Finance Party having entered into its Commitment or funding or performing
its obligations under any Finance Document. 

Basel II means the
“International Convergence of Capital Measurement and Capital Standards, a
Revised Framework” published by the Basel Committee on Banking Supervision in
June 2004 as updated prior to, and in the form existing on, the date of this
Agreement, excluding any amendment thereto arising out of Basel III; 

Basel III means: 

	 	(iv) 	
      the agreements on capital requirements, a leverage ratio
      and liquidity standards contained in “Basel III: A global regulatory
      framework for more resilient banks and banking systems”, “Basel III:
      International framework for liquidity risk measurement, standards and
      monitoring” and “Guidance for national authorities operating
  the countercyclical capital buffer” published by the Basel
Committee on Banking Supervision in December 2010, each as amended, supplemented
or restated; 



36




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(v) 	
      the rules for global systemically important banks
      contained in “Global systemically important banks: assessment methodology
      and the additional loss absorbency requirement - Rules text” published by
      the Basel Committee on Banking Supervision in November 2011, as amended,
      supplemented or restated; and

	 	 	 
	 	(vi) 	
      any further guidance or standards published by the Basel
      Committee on Banking Supervision relating to “Basel
III”;



Basel III Increased Cost means
an Increased Cost which is attributable to the implementation or application of
or compliance with any Basel III Regulation (whether such implementation,
application or compliance is by a government, regulator, Finance Party or any of
its Affiliates); and 

Basel III Regulation means any
law or regulation implementing Basel III (including any regulations regarding
such issued by the Office of the Superintendent of Financial Institutions of
Canada). 

	13.2 	
      Increased cost claims



A Finance Party intending to make a
claim pursuant to clause 0 (Increased costs) shall notify the Borrower,
and as soon as practicably after, provide a certificate of an authorized
signatory of the Lender confirming the amount of its Increased Costs. 

	13.3 	
      Exceptions




	 	(a) 	
      Clause 0 (Increased costs) does not apply to the
      extent any Increased Cost is:




	 	(i) 	
      attributable to a Tax Deduction required by law to be
      made by an Obligor;

	 	 	 
	 	(ii) 	
      attributable to a FATCA Deduction required to be made by
      a Party;

	 	 	 
	 	(iii) 	
      compensated for by clause 0 (Tax indemnity) (or
      would have been compensated for under clause 0 (Tax indemnity) but
      was not so compensated solely because any of the exclusions in paragraph 0
      of clause 0 (Tax indemnity) applied); or

	 	 	 
	 	(iv) 	
      attributable to the implementation or application of or
      compliance with Basel II or any other law or regulation which implements
      Basel II (but excluding any proposed changes to Basel II for the purposes
      of implementing Basel III or any other law or regulation which implements
      Basel III (whether such implementation, application or compliance is by a
      government, regulator, Finance Party or any of its Affiliates)) or any
      other regulation which implements Basel II (whether such implementation,
      application or compliance is by a government, regulator, Finance Party or
      any of its Affiliates);

	 	 	 
	 	(v) 	
      attributable to the wilful breach by the relevant Finance
      Party or its Affiliates of any law or
regulation.




	 	(b) 	
      In this clause 0, a reference to a Tax Deduction
      has the same meaning given to the term in clause 0
      (Definitions).



37




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	14 	
      Other Indemnities




	14.1 	
      Currency indemnity




	 	(a) 	
      If any sum due from an Obligor under the Finance
      Documents (a Sum), or any order, judgment or award given or made in
      relation to a Sum, has to be converted from the currency (the First
      Currency) in which that Sum is payable into another currency (the
      Second Currency) for the purpose of:




	 	(i) 	
      making or filing a claim or proof against that Obligor;
      or

	 	 	 
	 	(ii) 	
      obtaining or enforcing an order, judgment or award in
      relation to any litigation or arbitration
proceedings,



that Obligor shall as an independent
obligation, within three (3) Business Days of demand, indemnify the Lender and
the Secured Party to whom that Sum is due against any cost, loss or liability
arising out of or as a result of the conversion including any discrepancy
between (1) the rate of exchange used to convert that Sum from the First
Currency into the Second Currency and (2) the rate or rates of exchange
available to that person at the time of its receipt of that Sum. 

	 	(b) 	
      Each Obligor waives any right it may have in any
      jurisdiction to pay any amount under the Finance Documents in a currency
      or currency unit other than that in which it is expressed to be
      payable.




	14.2 	
      Other indemnities




	 	(a) 	
      The Borrower shall, within three (3) Business Days of
      demand, indemnify the Lender and the Secured Party against any cost, loss
      or liability incurred by that Finance Party as a result
  of:




	 	(i) 	
      the occurrence of any Event of Default;

	 	 	 
	 	(ii) 	
      a failure by an Obligor to pay any amount due under a
      Finance Document on its due date, including without limitation, any cost,
      loss or liability arising as a result of clause 30 (Sharing among the
      Finance Parties);

	 	 	 
	 	(iii) 	
      funding, or making arrangements to fund a Loan requested
      by the Borrower in a Utilization Request but not made by reason of the
      operation of any one or more of the provisions of this Agreement (other
      than by reason of default or negligence by that Finance Party
    alone);

	 	 	 
	 	(iv) 	
      a Loan (or part of a Loan) not being prepaid in
      accordance with a notice of prepayment given by the Borrower; or

	 	 	 
	 	(v) 	
      any actual or alleged breach of any Environmental Law or
      any Environmental Permit in connection with the Properties or the Facility
      by any person other than a Finance Party (except where such actual or
      alleged breach by a Finance Party is due to the acts or omissions of an
      Obligor or any other third party).




	 	(b) 	
      The Borrower shall, within three (3) Business Days of
      demand, indemnify each Finance Party, each Affiliate of a Finance Party
      and each officer or employee of a Finance Party or its Affiliate, against
      any cost, loss or liability incurred by that Finance Party or its
      Affiliate (or officer or employee of that Finance Party or Affiliate) in
      connection with or arising out of the use of proceeds under the Facility or Transaction
Security being taken over the Charged Property (including but not limited to
those incurred in connection with any litigation, arbitration or administrative
proceedings or regulatory enquiry concerning the use of proceeds under the
Facility), unless such loss or liability is caused by the gross negligence or
wilful misconduct of that Finance Party or its Affiliate (or employee or officer
of that Finance Party or Affiliate). Any Affiliate or any officer or employee of
a Finance Party or its Affiliate may rely on this Clause 0 subject to Clause 0
(Third party rights). 



38




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	14.3 	
      Indemnity to the Lender



The Borrower shall indemnify the Lender
immediately on demand against: 

	 	(a) 	
      any cost, loss or liability incurred by the Lender as a
      result of:




	 	(i) 	
      investigating any event which it reasonably believes is a
      Default;

	 	 	 
	 	(ii) 	
      acting or relying on any notice, request or instruction
      which it reasonably believes to be genuine, correct and appropriately
      authorised; or

	 	 	 
	 	(iii) 	
      instructing lawyers, accountants, tax advisors, surveyors
      or other professional advisers or experts as permitted under this
      Agreement and in accordance with the terms of clause 0 (Costs and
      expenses); and




	 	(b) 	
      any cost, loss or liability incurred by the Lender,
      except where by reason of the Lender’s gross negligence or wilful
      misconduct, or in the case of any cost, loss or liability pursuant to
      clause 0 (Disruption to Payment Systems
etc.).




	15 	
      Mitigation by the
Lender




	15.1 	
      Mitigation




	 	(a) 	
      Each Finance Party shall, in consultation with the
      Borrower, take all reasonable steps to mitigate any circumstances which
      arise and which would result in any amount becoming payable under or
      pursuant to, or cancelled pursuant to, any of clause 0
      (Illegality), clause 0 (Tax gross-up and indemnities) or
      clause 0 (Increased costs) including (but not limited to)
      transferring its rights and obligations under the Finance Documents to
      another Affiliate or Facility Office.

	 	 	 
	 	(b) 	
      Paragraph 0 above does not in any way limit the
      obligations of any Obligor under the Finance
Documents.




	15.2 	
      Limitation of
liability




	 	(a) 	
      The Borrower shall promptly indemnify each Finance Party
      for all costs and expenses reasonably incurred by that Finance Party as a
      result of steps taken by it under clause 0 (Mitigation).

	 	 	 
	 	(b) 	
      A Finance Party is not obliged to take any steps under
      clause 0 (Mitigation) if, in the opinion of that Finance Party
      (acting reasonably), to do so might be prejudicial to
it.




	16 	
      Costs and Expenses




	16.1 	
      Transaction expenses



      The Borrower shall promptly on demand
pay each of the Finance Parties all reasonable costs incurred in the
development, completion and maintenance of the Facility will be for the account
of the Borrower including legal documentation, stamp duty, independent technical
experts (if required) and reasonable out-of-pocket expenses incurred by the
Lender. The Finance Documents will contain the normal cost, increased cost
(gross up provisions), charges, expenses and indemnity provisions for Facility
arrangements of this nature. 

39




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	16.2 	
      Amendment costs



If (a) an Obligor requests an
amendment, waiver or consent, or (b) an amendment is required pursuant to clause
0 (Change of currency), the Borrower shall, within three (3) Business
Days of demand, reimburse each of the Finance Parties for the amount of all
costs and expenses (including legal fees) reasonably incurred by the Lender and
the Security Agent (and, in the case of the Security Agent, by any Receiver or
Delegate) in responding to, evaluating, negotiating or complying with that
request or requirement. 

	16.3 	
      Enforcement costs



The Borrower shall, within three (3)
Business Days of demand, pay to each Finance Party the amount of all costs and
expenses (including legal fees) incurred by that Finance Party in connection
with the enforcement of, or the preservation of any rights under, any Finance
Document and the Transaction Security and any proceedings instituted by or
against the Security Agent as a consequence of taking or holding the Transaction
Security or enforcing these rights. 

40




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

GUARANTEE 

	17 	
      Guarantee and
Indemnity




	17.1 	
      Guarantee and indemnity



Each Guarantor irrevocably and
unconditionally jointly and severally: 

	 	(a) 	
      guarantees to each Finance Party punctual performance by
      each other Obligor of all that Obligor's obligations under the Finance
      Documents;

	 	 	 
	 	(b) 	
      undertakes with each Finance Party that whenever another
      Obligor does not pay any amount when due under or in connection with any
      Finance Document, that Guarantor shall immediately on demand pay that
      amount as if it was the principal obligor; and

	 	 	 
	 	(c) 	
      agrees with each Finance Party that if any obligation
      guaranteed by it is or becomes unenforceable, invalid or illegal, it will,
      as an independent and primary obligation, indemnify that Finance Party
      immediately on demand against any cost, loss or liability it incurs as a
      result of an Obligor not paying any amount which would, but for such
      unenforceability, invalidity or illegality, have been payable by it under
      any Finance Document on the date when it would have been due. The amount
      payable by a Guarantor under this indemnity will not exceed the amount it
      would have had to pay under this clause 0 if the amount claimed had been
      recoverable on the basis of a guarantee.




	17.2 	
      Continuing guarantee



This guarantee is a continuing
guarantee and will extend to the ultimate balance of sums payable by any Obligor
under the Finance Documents, regardless of any intermediate payment or discharge
in whole or in part. 

	17.3 	
      Reinstatement



If any discharge, release or
arrangement (whether in respect of the obligations of any Obligor or any
security for those obligations or otherwise) is made by a Finance Party in whole
or in part on the basis of any payment, security or other disposition which is
avoided or must be restored in insolvency, liquidation, administration or
otherwise, without limitation, then the liability of each Guarantor under this
clause 0 will continue or be reinstated as if the discharge, release or
arrangement had not occurred. 

	17.4 	
      Waiver of defences



The obligations of each Guarantor under
this clause 0 will not be affected by an act, omission, matter or thing which,
but for this clause, would reduce, release or prejudice any of its obligations
under this clause 0 (without limitation and whether or not known to it or any
Finance Party) including: 

	 	(a) 	
      any time, waiver or consent granted to, or composition
      with, any Obligor or other person;

	 	 	 
	 	(b) 	
      the release of any other Obligor or any other person
      under the terms of any composition or arrangement with any creditor of any
      member of the Group;

	 	 	 
	 	(c) 	
      the taking, variation, compromise, exchange, renewal or
      release of, or refusal or neglect to perfect, take up or enforce, any
      rights against, or security over assets of, any Obligor or other person or
      any non-presentation or non-observance of any formality or
  other requirement in respect of any instrument or any failure to
realise the full value of any security; 



41




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(d) 	
      any incapacity or lack of power, authority or legal
      personality of or dissolution or change in the members or status of an
      Obligor or any other person;

	 	 	 
	 	(e) 	
      any amendment, novation, supplement, extension,
      restatement (however fundamental and whether or not more onerous) or
      replacement of any Finance Document or any other document or security
      including without limitation any change in the purpose of, any extension
      of or any increase in any facility or the addition of any new facility
      under any Finance Document or other document or security;

	 	 	 
	 	(f) 	
      any unenforceability, illegality or invalidity of any
      obligation of any person under any Finance Document or any other document
      or security; or

	 	 	 
	 	(g) 	
      any insolvency or similar
proceedings.




	17.5 	
      Guarantor intent



Without prejudice to the generality of
clause 0 (Waiver of defences), each Guarantor expressly confirms that it
intends that this guarantee shall extend from time to time to any (however
fundamental) variation, increase, extension or addition of or to any of the
Finance Documents and/or any facility or amount made available under any of the
Finance Documents for the purposes of or in connection with any of the
following: business acquisitions of any nature; increasing working capital;
enabling investor distributions to be made; carrying out restructurings;
refinancing existing facilities; refinancing any other indebtedness; making
facilities available to a new borrower; any other variation or extension of the
purposes for which any such facility or amount might be made available from time
to time; and any fees, costs and/or expenses associated with any of the
foregoing. 

	17.6 	
      Immediate recourse




	 	(a) 	
      Each Guarantor waives any right it may have of first
      requiring any Finance Party (or any trustee or agent on its behalf) to
      proceed against or enforce any other rights or security or claim payment
      from any person before claiming from that Guarantor under this clause 0.
      This waiver applies irrespective of any law or any provision of a Finance
      Document to the contrary.

	 	 	 
	 	(b) 	
      Each Guarantor acknowledges the right of the Lender
      pursuant to clause 0 (Acceleration) to accelerate the payment of
      any sum that may become due under any guarantee or indemnity contained in
      this clause 0.




	17.7 	
      Appropriations



Until all amounts which may be or
become payable by the Obligors under or in connection with the Finance Documents
have been irrevocably paid in full, each Finance Party (or any trustee or agent
on its behalf) may: 

	 	(a) 	
      refrain from applying or enforcing any other moneys,
      security or rights held or received by that Finance Party (or any trustee
      or agent on its behalf) in respect of those amounts, or apply and enforce
      the same in such manner and order as it sees fit (whether against those
      amounts or otherwise) and no Guarantor shall be entitled to the benefit of
      the same; and



42




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(b) 	
      hold in an interest-bearing suspense account any moneys
      received from any Guarantor or on account of any Guarantor's liability
      under this clause 0.




	17.8 	
      Deferral of Guarantors'
rights



Until all amounts which may be or
become payable by the Obligors under or in connection with the Finance Documents
have been irrevocably paid in full and unless the Lender otherwise directs, no
Guarantor will exercise any rights which it may have by reason of performance by
it of its obligations under the Finance Documents or by reason of any amount
being payable, or liability arising, under this clause 0: 

	 	(a) 	
      to be indemnified by an Obligor;

	 	 	 
	 	(b) 	
      to claim any contribution from any other guarantor of any
      Obligor's obligations under the Finance Documents;

	 	 	 
	 	(c) 	
      to take the benefit (in whole or in part and whether by
      way of subrogation or otherwise) of any rights of the Finance Parties
      under the Finance Documents or of any other guarantee or security taken
      pursuant to, or in connection with, the Finance Documents by any Finance
      Party;

	 	 	 
	 	(d) 	
      to bring legal or other proceedings for an order
      requiring any Obligor to make any payment, or perform any obligation, in
      respect of which any Guarantor has given a guarantee, undertaking or
      indemnity under clause 0 (Guarantee and Indemnity);

	 	 	 
	 	(e) 	
      to exercise any right of set-off against any Obligor;
      and/or

	 	 	 
	 	(f) 	
      to claim or prove as a creditor of any Obligor in
      competition with any Finance Party.



If a Guarantor receives any benefit,
payment or distribution in relation to such rights it shall hold that benefit,
payment or distribution to the extent necessary to enable all amounts which may
be or become payable to the Finance Parties by the Obligors under or in
connection with the Finance Documents to be repaid in full on trust for the
Finance Parties and shall promptly pay or transfer the same to the Lender or as
the Lender may direct for application in accordance with clause 0 (Payment
mechanics). 

	17.9 	
      Additional security



This guarantee is in addition to and is
not in any way prejudiced by any other guarantee or security now or subsequently
held by any Finance Party. 

	17.10 	
      Further assurance



Each Guarantor agrees that, upon demand
of the Lender (acting reasonably), it shall promptly execute and deliver at its
own expense any document (executed as a deed or under hand as the Lender may
direct in writing) and do any act or thing in order to confirm or establish the
validity and enforceability of the guarantee and indemnity intended to be
created by it under this clause 0. 

43




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT 

	18 	
      Representations



Each Obligor makes the representations
and warranties set out in this clause 0 to each Finance Party on the date of
this Agreement. 

	18.1 	
      Status




	 	(a) 	
      It is a corporation, duly incorporated and validly
      existing under the law of its Original Jurisdiction.

	 	 	 
	 	(b) 	
      Each of its Subsidiaries is a corporation, duly
      incorporated and validly existing under the law of its jurisdiction of
      incorporation.

	 	 	 
	 	(c) 	
      It and each of its Subsidiaries has the power
  to:




	 	(i) 	
      own or hold under lease and operate the assets it
      purports to own or hold under lease; and

	 	 	 
	 	(ii) 	
      own its assets and carry on its business as it is being
      conducted and as currently proposed to be
conducted.




	18.2 	
      Binding obligations



Subject to the Legal Reservations: 

	 	(a) 	
      the obligations expressed to be assumed by it in each
      Finance Document to which it is a party are legal, valid, binding and
      enforceable obligations; and

	 	 	 
	 	(b) 	
      (without limiting the generality of paragraph (a) above),
      each Transaction Security Document to which it is a party creates (or will
      create, on the effective date of such relevant Transaction Security
      Document) the security interests which that Transaction Security Document
      purports to create and those security interests are valid and
      effective.




	18.3 	
      Non-conflict with other
  obligations



The entry into and performance by it
of, and the transactions contemplated by, the Finance Documents and the granting
of the Transaction Security do not and will not conflict with: 

	 	(a) 	
      any Applicable Law;

	 	 	 
	 	(b) 	
      its or any of its Subsidiaries' charter documents;
    or

	 	 	 
	 	(c) 	
      any agreement or instrument binding upon it or any of its
      Subsidiaries or any of its or any of its Subsidiaries' assets or
      constitute a default or termination event (however described) under any
      such agreement or instrument to an extent or in a manner that has or could
      reasonably be expected to have a Material Adverse
Effect.




	18.4 	
      Power and authority




	 	(a) 	
      It has the power to enter into, perform and deliver, and
      has taken all necessary action to authorise its entry into, performance
      and delivery of, the Finance Documents to which it
is a party and the transactions contemplated by those Finance
Documents. 



44




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(b) 	
      No limit on its powers will be exceeded as a result of
      the borrowing, grant of security or giving of guarantees or indemnities
      contemplated by the Finance Documents to which it is a
  party.




	18.5 	
      Validity and admissibility in
  evidence




	 	(a) 	
      All Authorizations required or
  desirable:




	 	(i) 	
      to enable it lawfully to enter into, exercise its rights
      and comply with its obligations in the Finance Documents to which it is a
      party; and

	 	 	 
	 	(ii) 	
      to make the Finance Documents to which it is a party
      admissible in evidence in its Relevant
Jurisdictions,



have been obtained, effected, done,
fulfilled or performed and are in full force and effect. 

	 	(b) 	
      All Authorizations necessary for the conduct of the
      business, trade and ordinary activities of members of the Group have been
      obtained or effected and are in full force and effect if failure to obtain
      or effect those Authorizations has or is reasonably likely to have a
      Material Adverse Effect.

	 	 	 
	 	(c) 	
      No action has been taken against it or any member of the
      Group by any Competent Authority in connection with the
    Authorizations.

	 	 	 
	 	(d) 	
      All the Material Licences have been obtained or effected
      and are in full force and effect.




	18.6 	
      Governing law and
enforcement




	 	(a) 	
      The choice of the law stated to be the governing law of
      each Finance Document will be recognised and enforced in its Relevant
      Jurisdictions.

	 	 	 
	 	(b) 	
      Any judgment obtained in relation to a Finance Document
      in the jurisdiction of the stated governing law of that Finance Document
      will be recognised and enforced in its Relevant Jurisdictions.

	 	 	 
	 	(c) 	
      Any arbitral award obtained in relation to a Finance
      Document in the seat of the arbitral tribunal as specified in that Finance
      Document will be recognised and enforced in its Relevant
    Jurisdictions.




	18.7 	
      Insolvency



No: 

	 	(a) 	
      corporate action, legal proceeding or other procedure or
      step described in clause 0 (Insolvency proceedings); or

	 	 	 
	 	(b) 	
      creditors' process described in clause 0 (Creditors'
      process),



has been taken or, to the knowledge of
the Borrower, threatened in relation to a member of the Group and none of the
circumstances described in clause 0 (Insolvency) applies to a member of
the Group. 

45




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	18.8 	
      Deduction of Tax



It is not required to make any
deduction for or on account of Tax from any payment it may make under any
Finance Document. 

	18.9 	
      No filing or stamp taxes



Under the law of its Relevant
Jurisdictions it is not necessary that the Finance Documents be filed, recorded
or enrolled with any court or other authority in that jurisdiction or that any
stamp, registration, notarial or similar Taxes or fees be paid on or in relation
to the Finance Documents or the transactions contemplated by the Finance
Documents except the filings to be made and registration fees and stamp duty to
be paid in relation to the execution of the relevant Finance Documents as set
out below (which shall be made and paid promptly after the date of the relevant
Finance Document): 

	 	(a) 	
      any registration or duties payable as described in the
      Legal Opinions;

	 	 	 
	 	(b) 	
      registration of the relevant Transaction Security
      Document in accordance with the Personal Property Security Act (British Columbia)
      and the Uniform Commercial Code in
Nevada.




	18.10 	
      No default




	 	(a) 	
      No Default is continuing or might reasonably be expected
      to result from the making of any Loan or the entry into, the performance
      of, or any transaction contemplated by, any Finance Document.

	 	 	 
	 	(b) 	
      No other event or circumstance is outstanding which
      constitutes (or, with the expiry of a grace period, the giving of notice,
      the making of any determination or any combination of any of the
      foregoing, would constitute) a default or termination event (however
      described) under any other agreement or instrument which is binding on it
      or any of its Subsidiaries or to which its (or any of its Subsidiaries')
      assets are subject which might have a Material Adverse
  Effect.




	18.11 	
      No misleading
information




	 	(a) 	
      Any factual information provided by or on behalf of any
      member of the Group to any Finance Party in connection with the Properties
      or the Finance Documents (or in budgets or forecasts provided under this
      Agreement):




	 	(i) 	
      was true and accurate in all material respects as at the
      date it was provided or as at the date (if any) at which it is stated and
      was not misleading in any respect; and

	 	 	 
	 	(ii) 	
      does not omit any information that results in the
      information provided being untrue or misleading in any material
      respect.




	 	(b) 	
      Any opinions, forecasts and projections contained in any
      factual information referred to in clause 0, the Base Case Model and the
      assumptions on which they were based, have been prepared in good faith
      and, as at their date, on the basis of recent historical information and
      on assumptions believed by the Borrower to be fair and
  reasonable.

	 	 	 
	 	(c) 	
      Nothing has occurred since the date any information
      referred to in clause 0 was provided, and no information has been given or
      withheld, that renders that information untrue or misleading in any
      material respect (taking into account any updates to such
  information which fall within clause 0). 



46




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	18.12 	
      Financial statements




	 	(a) 	
      The Original Financial Statements were prepared in
      accordance with Accounting Principles.

	 	 	 
	 	(b) 	
      The Original Financial Statements fairly represent its
      financial condition and operations (consolidated in the case of the
      Borrower) during the relevant financial year.

	 	 	 
	 	(c) 	
      The most recent financial statements of the Obligors
      delivered pursuant to clause 0 (Financial
  statements):




	 	(i) 	
      have been prepared in accordance with Accounting
      Principles; and

	 	 	 
	 	(ii) 	
      fairly represent its financial condition and operations
      (consolidated in the case of the Borrower) during the relevant financial
      year.




	 	(d) 	
      There has been no material adverse change in the business
      or financial condition of any Obligor since the date of its most recent
      financial statements delivered pursuant to clause 0 (Financial
      statements).




	18.13 	
      Pari passu ranking



Its payment obligations under the
Finance Documents rank at least pari passu with the claims of all its other
unsecured and unsubordinated creditors, except for obligations mandatorily
preferred by law applying to companies generally. 

	18.14 	
      No proceedings pending or
  threatened



No litigation, arbitration or
administrative proceedings or investigations of or before any court, arbitral
body or agency (including in respect of any labour dispute) or any other claims
or disputes which, if adversely determined, would reasonably be expected to have
a Material Adverse Effect have been started or (to the best of its knowledge and
belief, having made due and careful enquiry) threatened in writing against it or
any of its Subsidiaries. 

	18.15 	
      No breach of laws




	 	(a) 	
      It has not (and none of its Subsidiaries has) breached
      any law or regulation which breach has or is reasonably likely to have a
      Material Adverse Effect.

	 	 	 
	 	(b) 	
      It is in compliance with all Authorizations in all
      material respects.




	18.16 	
      Environmental
compliance




	 	(a) 	
      Each member of the Group is in compliance with clause 0
      (Environmental compliance) and to the best of its knowledge and
      belief (having made due and careful internal enquiry) no circumstances
      have occurred which would prevent such compliance in a manner or to an
      extent which has or is reasonably likely to have a Material Adverse
      Effect.

	 	 	 
	 	(b) 	
      No Environmental Claim has been commenced or (to the best
      of its knowledge and belief (having made due and careful internal
      enquiry)) is threatened against any member of the Group where that claim
      has or is reasonably likely, if determined against that member
  ofthe Group, to have a Material Adverse Effect.  



47




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	18.17 	
      Taxation




	 	(a) 	
      It is not (and none of its Subsidiaries is) materially
      overdue in the filing of any Tax returns.

	 	 	 
	 	(b) 	
      It is not (and none of its Subsidiaries is) overdue in
      the payment of any amount in respect of Tax (unless and only to the extent
      that (i) payment can be lawfully withheld, is being contested in good
      faith and adequate reserves are being maintained for the payment of such
      Taxes or (ii) the amount of such unpaid Taxes is not material, the
      non-payment results from an administrative oversight or error by a member
      of the Group and such payment is made promptly (and in any event within
      three (3) Business Days) after a member of the Group becoming aware of
      such non-payment).

	 	 	 
	 	(c) 	
      No claims or investigations are being, or are reasonably
      likely to be, made or conducted against it (or any of its Subsidiaries)
      with respect to Taxes such that a liability of, or claim against, any
      member of the Group of US$[****] (or its Equivalent) or more is
      reasonably likely to arise.




	18.18 	
      Anti-corruption law



The Borrower, each Obligor and each of
their Subsidiaries has conducted its businesses in compliance with applicable
anti-corruption laws and has instituted and maintained policies and procedures
designed to promote and achieve compliance with such laws. 

	18.19 	
      Sanctions




	 	(a) 	
      Neither the Borrower nor any Obligor, nor any of their
      Subsidiaries or joint ventures, nor any of their respective directors,
      officers or employees, nor to the knowledge of any Obligor, any persons
      acting on any of their behalf:




	 	(i) 	
      is a Restricted Party; or

	 	 	 
	 	(ii) 	
      has received notice of or is aware of any claim, action,
      suit, proceeding or investigation against it with respect to Sanctions by
      any Sanctions Authority.




	18.20 	
      Security and Financial
  Indebtedness




	 	(a) 	
      No Security or Quasi-Security exists over all or any of
      the present or future assets of any member of the Group other than
      Permitted Security.

	 	 	 
	 	(b) 	
      No member of the Group has any Financial Indebtedness
      outstanding other than




	18.21 	
      Transaction Security




	 	(a) 	
      Subject to the Legal Reservations, the Transaction
      Security ranks (or, on the effective date of such Transaction Security,
      will rank) at least pari passu with all other Security (excluding
      Permitted Security), including such secured obligations owed under the
      Gold Purchase Agreement.

	 	 	 
	 	(b) 	
      Any shares that are expressed to be subject to the
      Transaction Security are fully paid and are not subject to any option to
      purchase or similar rights. The charter documents of the companies whose
      shares are subject to the Transaction Security do not and could
  not restrict or inhibit any transfer of those shares on creation or
on enforcement of the Transaction Security. 



48




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	18.22 	
      Legal and beneficial
ownership




	 	(a) 	
      Each member of the Group has good, valid and marketable
      title to, or valid leases or licences of, and all appropriate
      Authorizations to use, the assets necessary to carry on its business as
      presently conducted.

	 	 	 
	 	(b) 	
      Each member of the Group is the sole legal and beneficial
      owner of the respective assets over which it purports to grant Security
      free from any claims, third party rights or competing interests other than
      Permitted Security.

	 	 	 
	 	(c) 	
      No breach of any law or regulation is subsisting that
      would reasonably be likely to adversely affect the value of the assets
      that are expressed to be the subject of the Transaction
Security.

	 	 	 
	 	(d) 	
      There is no covenant, easement, agreement, reservation,
      restriction, condition or other matter that materially and adversely
      affects the assets that are expressed to be the subject of the Transaction
      Security.




	18.23 	
      Intellectual Property



It has available to it now, or will at
the time necessary for the business of the Properties have, all material
Intellectual Property necessary for the Properties (if any) including in
relation to all patents, trade marks, service marks, designs, utility models,
copyrights, design rights, inventions, confidential information, know-how and
rights of like nature. 

	18.24 	
      Group Structure Chart



The Group Structure Chart is true,
complete and accurate in all material respects and shows the following
information: 

	 	(a) 	
      Each member of the Group, including current name and
      company registration number, its Original Jurisdiction, its jurisdiction
      of incorporation and/or its jurisdiction of establishment, a list of
      shareholders and indicating whether a company is not a company with
      limited liability; and

	 	 	 
	 	(b) 	
      all minority interests in any member of the Group and any
      person in which any member of the Group holds shares in its issued share
      capital or equivalent ownership interest of such
person.




	18.25 	
      Accounting Reference Date



The Accounting Reference Date of the
Borrower and each member of the Group is 31 December. 

	18.26 	
      No amendment



Its articles and by-laws documents have
not been amended since the date of certification of those provided pursuant to
paragraph 0 of 0(Conditions precedent), except for any amendments
permitted pursuant to the Finance Documents. 

49




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	18.27 	
      Ownership of Obligors




	 	(a) 	
      As at the date of this Agreement, the date of and after
      Financial Close:




	 	(i) 	
      one hundred percent (100%) of the share capital of
      0985472 is directly, legally and beneficially owned and controlled by the
      Borrower;

	 	 	 
	 	(ii) 	
      one hundred percent (100%) of the share capital of
      Klondex Canada Ltd. is directly, legally and beneficially owned by the
      Borrower;

	 	 	 
	 	(iii) 	
      one hundred percent (100%) of the share capital of
      Klondex Holdings is directly, legally and beneficially owned and
      controlled by 0985472;

	 	 	 
	 	(iv) 	
      one hundred percent (100%) of the share capital of
      Klondex Gold and Klondex Midas is directly, legally and beneficially owned
      and controlled by Klondex Holdings; and

	 	 	 
	 	(v) 	
      one hundred percent (100%) of the share capital of
      Klondex Operations is directly, legally and beneficially owned and
      controlled by Klondex Midas;



except to the extent that the
ownership interest of the applicable shareholder in the share capital of an
Obligor may change pursuant to any other transaction undertaken with the prior
written consent of the Lender. 

	18.28 	
      Insurances




	 	(a) 	
      All Insurances that by the terms of this Agreement are
      required to be in place are in place and are in full force and
    effect.

	 	 	 
	 	(b) 	
      Nothing has been done, suffered or omitted to be done by
      an Obligor that would render any of such Insurances unenforceable,
      suspended, void or voidable, in whole or in a material part or which would
      entitle any insurer or reinsurer to reduce its liability
  thereunder.

	 	 	 
	 	(c) 	
      No member of the Group has received any notification from
      its insurers that their liability under the Insurances has been reduced or
      avoided.




	18.29 	
      Material Adverse Effect



No event or circumstance is continuing
which has or is reasonably likely to have a Material Adverse Effect. 

	18.30 	
      No adverse
consequences




	 	(a) 	
      It is not necessary under the laws of its Relevant
      Jurisdictions:




	 	(i) 	
      in order to enable any Finance Party to enforce its
      rights under any Finance Document; or

	 	 	 
	 	(ii) 	
      by reason of the execution of any Finance Document or the
      performance by it of its obligations under any Finance
  Document,business in its Relevant Jurisdictions. 



that any Finance Party should be
licensed, qualified or otherwise entitled to carry on 

50




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(b) 	
      No Finance Party is or will be deemed to be resident,
      domiciled or carrying on business in its Relevant Jurisdictions by reason
      only of the execution, performance and/or enforcement of any Finance
      Document.




	18.31 	
      No immunity



In any proceedings taken in its
jurisdiction of incorporation in relation to the Finance Documents to which it
is a party, it will not be entitled to claim for itself or any of its assets
immunity from suit, execution, attachment or other legal process. 

	18.32 	
      [Intentionally
Deleted]




	18.33 	
      Repetition




	 	(a) 	
      The Repeating Representations are deemed to be made by
      each Obligor on the date of each Utilization Request, the date of
      Financial Close, the first day of each Interest Period, the date of any
      Extension Request and the date of any Amendment Request.

	 	 	 
	 	(b) 	
      Each representation or warranty deemed to be made after
      the date of this Agreement shall be deemed to be made by reference to the
      facts and circumstances existing at the date the representation or
      warranty is deemed to be made.




	19 	
      Information Undertakings



The undertakings in this clause 0
remain in force from the date of this Agreement for so long as any amount is
outstanding under the Finance Documents or any Commitment is in force. 

	19.1 	
      Financial statements



The Borrower shall supply to the
Lender: 

	 	(a) 	
      as soon as available and in any event within ninety (90)
      days after the end of each fiscal year, the Borrower shall deliver to the
      Lender: (i) the audited consolidated and consolidating balance sheet of
      the Borrower and its Subsidiaries as at the end of such fiscal year and
      the related audited consolidated and consolidating statements of income,
      shareholders’ equity and cash flow for such fiscal year; (ii) a report
      with respect to such audited financial statements from the Borrower’s
      auditors, which report shall state that (A) such audited financial
      statements present fairly the consolidated financial position of the
      Borrower as at the dates indicated and the results of its operations and
      cash flow for the periods indicated in conformity with Accounting
      Principles applied on a basis consistent with prior years, and (B) that
      the examination by such accountants in connection with such audited
      financial statements has been made in accordance with generally accepted
      auditing standards;

	 	 	 
	 	(b) 	
      as soon as available and in any event within forty-five
      (45) days after the end of each fiscal quarter of each fiscal year, the
      Borrower shall deliver the unaudited condensed consolidated balance sheet
      of the Borrower, as adjusted in conformity with Accounting Principles, as
      at the end of such fiscal quarter and the related consolidated statements
      of income, shareholders’ equity and cash flow for such fiscal quarter and
      for the period from the beginning of such fiscal year to the end of such
      fiscal quarter; and

	 	 	 
	 	(c) 	
      as soon as available but in no event more than thirty
      (30) days after the end of each calendar month, the Borrower shall deliver a summary of such
month’s operations and a summary of the fiscal year-to-date operations, in a
form reasonably satisfactory to the Lender, including information in reasonable
detail concerning (i) production during such period; (ii) the inventory at the
end of such period; (iii) revenues generated during such period; (iv) operating
costs during such period; (v) costs constituting capital expenditures; (vi) when
prepared and available, the Borrower’s most recent quarterly cash planning
forecast (including, without limitation, current cash balances) covering at
least the next following fiscal quarter; and (vii) any material developments
during such period in project operation or development, including material
technical problems, discovery of any material defect in any physical facilities
of the Borrower, material interruption to operation, updates on permitting and
project timelines or material labor difficulties. 



51




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	19.2 	
      Compliance Certificate




	 	(a) 	
      The Borrower shall supply to the Lender, with each set of
      financial statements or quarterly management accounts delivered pursuant
      to clause 0 (Financial statements), a Compliance Certificate
      setting out (in reasonable detail) computations as to compliance with
      clause 0 (Financial covenants) as at the date as at which those
      financial statements were drawn up.

	 	 	 
	 	(b) 	
      Each Compliance Certificate shall be signed by the Chief
      Financial Officer or any director of the Borrower, for the purpose of
      certifying compliance with the other financial covenants in clause 0
      (Financial covenants).




	19.3 	
      Requirements as to financial
  statements




	 	(a) 	
      Each set of financial statements delivered by the
      Borrower pursuant to clause 0 (Financial statements) shall be
      certified by the Chief Financial Officer or any director of the relevant
      company as fairly representing its financial condition as at the date as
      at which those financial statements were drawn up.

	 	 	 
	 	(b) 	
      The Borrower shall procure that each set of financial
      statements delivered pursuant to clause 0 (Financial statements) is
      prepared in accordance with the Accounting
Principles.




	19.4 	
      Annual Budget and Base Case
Model




	 	(a) 	
      The Borrower shall provide to the Lender the Annual
      Budget describing the budgeted sources and uses of funds by the Borrower
      over the following twelve (12) month operating period, which will be
      consistent with the Base Case Model. The Annual Budget shall be updated
      annually during the term of the Facility, and in the event of any material
      changes to the Annual Budget during the relevant year.

	 	 	 
	 	(b) 	
      The Borrower shall provide to the Lender the Base Case
      Model for the Properties outlining, at a minimum, the following three (3)
      years of operations. The Borrower shall provide an updated Base Case Model
      annually, and in the event of a material changes to the Base Case Model
      during the relevant year (including for the avoidance of doubt, in respect
      of any proposed acquisitions). Where any such material change will likely
      result in:




	 	(i) 	
      a material reduction in forecast production up to the
      Original Final Maturity Date, on a consolidated basis;

	 	 	 
	 	(ii) 	
      a material increase in the average cost of production or
      capital expenditures required to maintain production from the Properties,
  on a consolidated basis in dollars; 



52




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(iii) 	
      a material change in current or conventional mining
      methods employed at the Midas Mine or Fire Creek Mine;

	 	 	 
	 	(iv) 	
      a material change in the processing circuit used at the
      Midas Plant for current mine production (for greater certainty, the use of
      alternative methods and processing for the development and extraction of
      new resources or deposits shall not constitute a material change in this
      clause 19.4(b));

	 	 	 
	 	(v) 	
      a forecast funding shortfall, after considering cash,
      forecast cash flows and available Commitments, over the forecast period
      greater than ten percent (10%) of the current market capitalization of the
      Borrower; or

	 	 	 
	 	(vi) 	
      any change which could have a Material Adverse Effect on
      the Transaction Security,



the Borrower shall be required to
obtain the Lender’s consent within thirty (30) days of proposing any changes to
the Base Case Model, such consent not to be unreasonably withheld or delayed.


	19.5 	
      Report undertakings



The Borrower undertakes in relation to
each report, budget or certificate delivered by it pursuant to this clause 0
(Information undertakings) that, as at the date of delivery thereof: 

	 	(a) 	
      all the factual information set out therein will (or, to
      the extent that information has been provided by others, will to the best
      of its knowledge, after due enquiry) be true, complete and accurate in all
      material respects and will be compiled in good faith; and

	 	 	 
	 	(b) 	
      all projections, forecasts, estimates and opinions made
      by it therein are made in good faith, arrived at after due and careful
      consideration and enquiry and genuinely represent its views as at the date
      they are given or made.




	19.6 	
      Environmental matters




	 	(a) 	
      Each Obligor shall, promptly upon becoming aware of the
      same, inform the Lender in writing of:




	 	(i) 	
      any Environmental Claim against any member of the Group
      which is current, pending, or threatened in writing; and

	 	 	 
	 	(ii) 	
      any facts or circumstances which are reasonably likely to
      result in any Environmental Claim being commenced or threatened against
      any member of the Group.




	 	(b) 	
      The Borrower shall promptly upon request provide such
      information as may be requested by the Lender, and give such access to the
      Properties and the assets of the Borrower, as is reasonably required by
      the Lender to assess the Properties in relation to the
    Environmental.





53




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	19.7 	
Reserves and resources



	 	(a) 	
      The Borrower shall ensure that it
  maintains




	 	(i) 	
      sufficient reported measured and indicated resources (in
      accordance with Ontario Securities Commission instrument NI 43-101) in a
      minimum amount (such amount, the Minimum Resources Undertaking)
      equal to the forecast mined ounces from the operations through to the date
      falling one (1) year after the Original Final Maturity Date; provided
      however that at all times:

	 	 	 	 
	 	 	(A)	 reported measured resources will be no less than 450,000 ounces;
    and
	 	 	 
      	 
      
	 	 	
      (B)	
       no more than 25% of the reported indicated resources may be used to
      meet the then applicable Minimum Resources Undertaking; and
	 	 	 
      	 
      
	 	(ii) 	
      sufficient reported measured, indicated and inferred
      resources incorporated within an economically sustainable mine plan to
      cover the following twelve (12) Months of production provided however that
      inferred resources shall equal no more than 20% of total resources within
      the mine plan, subject to the Lender being satisfied (acting reasonably)
      that the inferred resources are based on reasonable assumptions after
      taking into account actual relevant factors such as the Borrower’s
      operating performance and reconciliations.




	 	(b) 	
      The Borrower shall provide a certificate calculating the
      measured, indicated and inferred resources to the Lender within forty-five
      (45) days after the end of each fiscal quarter of each fiscal year based
      on internal calculations and technical report in accordance with NI 43-101
      report on an annual basis in order to demonstrate compliance with
      subparagraph (i) above, and in respect of subparagraph (ii) above, shall
      satisfy the same with the delivery of the mine plan upon which each Annual
      Budget is based.




	19.8 	
      Information: miscellaneous



The Borrower shall supply to the
Lender: 

	 	(a) 	
      all documents dispatched by the Borrower or any Obligor
      to its shareholders (or any class of them) or its creditors
    generally;

	 	 	 
	 	(b) 	
      a copy of (i) all reports, notices, orders, edicts or
      other information submitted to, or received from the Government and any
      material notices in respect of the Environmental Impact Assessment
      Licence; and (ii) any material notices given or received by the Borrower
      or any other Obligor pursuant to any other Finance Document promptly upon
      submission or receipt thereof;

	 	 	 
	 	(c) 	
      promptly upon any Obligor becoming aware of them, the
      details of any litigation, arbitration or administrative proceedings
      (including in respect of any labour dispute) which are current, threatened
      or pending against any member of the Group
which:




	 	(i) 	
      relate to a claimed amount in excess of US$[****]
      (in relation to any individual proceedings, claims or disputes, or in
      aggregate with any other proceedings, claims or disputes in relation to
      the same matter of contract) or, when aggregated with the other claims,
      disputes and/or proceedings, in excess of US$[****]; or

	 	 	 
	 	(ii) 	
      would, if adversely determined, have or be reasonably
      likely to have, a Material Adverse Effect,



unless and only to the extent to which
such proceedings, disputes or claims have been disclosed in the Disclosure
Schedule, provided that the Borrower shall promptly upon any Obligor becoming
aware of the same, supply the Lender with details of any final determination,
settlement or discharge of such disclosed proceedings, disputes or claims or any
adverse change in relation to such disclosed proceedings, disputes or claims;


	 	(d) 	
      promptly upon becoming aware of such, the details of any
      claims in relation to the Insurances in excess of
  US$[****];

	 	 	 
	 	(e) 	
      promptly upon becoming aware of such, the details of any
      circumstances which are reasonably likely to lead to the revocation,
      cancellation or cessation of the mining rights of any Obligor;

	 	 	 
	 	(f) 	
      promptly, any event that reasonably could be expected to
      result in the revocation,withdrawal, cancellation, termination, suspension, forfeiture
or variation of any Authorization, except where any such Authorization is no
longer required for the Properties; 



54




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(g) 	
      promptly, details of any replacement, resignation or
      other expiry of appointment (or proposals for the same) of any senior
      management employees of the Obligors (including the chief executive
      officer and the chief operating officer;

	 	 	 
	 	(h) 	
      promptly, such information as the Security Agent may
      reasonably require about the Charged Property and compliance of the
      Obligors with the terms of any Transaction Security Documents;
  and

	 	 	 
	 	(i) 	
      promptly, such further information regarding the
      financial condition, business and operations of any member of the Group as
      any Finance Party may reasonably request.




	19.9 	
      Amendment of charter
documents



Each Obligor shall inform and notify
the Lender of any proposed amendment, variation or waiver of any of the terms or
conditions or scope of its charter documents at least five (5) Business Days’
prior to the proposed amendment, variation or waiver taking effect. 

	19.10 	
      Notification of
default




	 	(a) 	
      Each Obligor shall notify the Lender of any Default (and
      the steps, if any, being taken to remedy it) promptly upon becoming aware
      of its occurrence (unless that Obligor is aware that a notification has
      already been provided by another Obligor).

	 	 	 
	 	(b) 	
      Promptly upon a request by the Lender, the Borrower shall
      supply to the Lender a certificate signed by the Chief Financial Officer,
      or other director or senior officer, on its behalf certifying that no
      Default is continuing (or if a Default is continuing, specifying the
      Default and the steps, if any, being taken to remedy
it).




	19.11 	
      [Intentionally
deleted]




	19.12 	
      Know your customer checks



If: 

	 	(a) 	
      the introduction of or any change in (or in the
      interpretation, administration or application of) any law or regulation
      made after the date of this Agreement;

	 	 	 
	 	(b) 	
      any change in the status of an Obligor (or the
      incorporation or addition of a new Obligor) after the date of this
      Agreement; or

	 	 	 
	 	(c) 	
      a proposed assignment or transfer by the Lender of any of
      its rights and obligations under this Agreement to a party that is not the
      Lender prior to such assignment or transfer,



obliges the Lender to comply with know
your customer or similar identification procedures in circumstances where the
necessary information is not already available to it, each Obligor shall,
promptly upon the request of the Lender, supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Lender to
carry out and be satisfied that the Obligor has complied with all necessary know
your customer or other similar checks under all applicable laws and regulations
pursuant to the transactions contemplated in the Finance Documents. 

55




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	20 	
      Financial Covenants




	20.1 	
      Financial definitions



In this Agreement: 

Borrower Adjusted EBITDA means,
in respect of any Relevant Period, the aggregate EBITDA less an amount equal to
the Sustaining Capital Expenditures, without, for greater certainty, double
counting any such expenditure that is included within operating expenses for the
Relevant Period. 

Borrower Cash Balance means the
aggregate amounts standing to the credit of the Borrower’s accounts, subject to
the Transaction Security excluding cash securing (i) the performance of bids,
tenders, leases, contracts (other than for the payment of money) or statutory
obligations or (ii) obligations on surety or appeal or performance bonds,
including those to support or secure reclamation in accordance with applicable
law, as required by any governmental agency to support or secure reclamation in
accordance with applicable laws or (iii) any margined trading exposures
permitted under clause 0. 

Borrower Current Assets means,
with respect to the Borrower, on a consolidated basis, all current assets of the
Borrower as of any date of determination calculated in accordance with
Accounting Principles. 

Borrower Current Liabilities
means the aggregate (on a consolidated basis) of all liabilities (including
trade creditors, accruals and provisions) of the Borrower expected to be settled
within twelve months of the Test Date calculated in accordance with Accounting
Principles. 

Borrower Current Ratio means, in
respect of any Relevant Period, the ratio of: 

	 	(a) 	
      Borrower Current Assets on the Test Date; to

	 	 	 
	 	(b) 	
      Borrower Current Liabilities on the Test
  Date.



Borrower Gearing Ratio means, in
respect of any Relevant Period, the ratio of: 

	 	(c) 	
      Borrower Total Debt on the Test Date; to

	 	 	 
	 	(d) 	
      Borrower Adjusted EBITDA for that Relevant
  Period.



Borrower Tangible Net Worth
means the aggregate value of all assets after deducting or eliminating from
the calculation intangible assets and future income tax benefits less the
aggregate of all liabilities. 

Borrower Total Debt means the
aggregate of the current liabilities and long term liabilities in respect of
financing transactions as detailed in the Borrower’s consolidated financial
statements, including the Gold Purchase Agreement, less the minimum Borrower
Cash Balance of US$10,000,000. 

Capital Expenditures means, with
respect to any Person for any period, any expenditure in respect of any fixed or
capital asset (excluding normal replacements and maintenance which are properly
charged to current operations). 

56




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

EBITDA shall be calculated on
the basis of the Net Income for the period, adjusted to add back income tax,
depreciation, amortization and finance charges (as detailed in the Statement of
Income) and otherwise adjusted for other non-cash items (as detailed in the
Borrower’s consolidated financial statements). 

Quarter Date means each of 31
March, 30 June, 30 September and 31 December. 

Relevant Period means each
period of twelve (12) months ending on a Test Date. 

Sustaining Capital Expenditures
means [****]. 

Test Date means every Quarter
Date in each year. 

	20.2 	
      Interpretation




	 	(a) 	
      Except as provided to the contrary in this clause 0
      (Financial covenants), an accounting term used in this clause 0
      (Financial covenants) is to be construed in accordance with the
      Accounting Principles.

	 	 	 
	 	(b) 	
      Any amount in a currency other than dollars is to be
      taken into account at its dollar equivalent calculated on the basis
    of:




	 	(i) 	
      the Lender’s Spot Rate of Exchange; or

	 	 	 
	 	(ii) 	
      if the amount is to be calculated on the last day of a
      financial period of the Borrower or a member of the Group, the relevant
      rates of exchange used by the Borrower or a member of the Group in, or in
      connection with, the financial statements covering it for that
    period.




	 	(c) 	
      No item must be credited or deducted more than once in
      any calculation under this clause 0 (Financial
  covenants).




	20.3 	
      Financial condition



The Borrower shall ensure that: 

	 	(a) 	
      Borrower Tangible Net Worth: The Borrower Tangible
      Net Worth in respect of any Test Date is not less than
    US$100,000,000.

	 	 	 
	 	(b) 	
      Borrower Gearing Ratio: The Borrower Gearing Ratio
      in respect of any Relevant Period is not greater than 4.00:1.

	 	 	 
	 	(c) 	
      Borrower Cash Balance: The Borrower Cash Balance
      in respect of any Relevant Period is not less than
US$10,000,000.

	 	 	 
	 	(d) 	
      Borrower Current Ratio: The Borrower Current Ratio
      in respect of any Relevant Period is not less than
  1.10:1.




	20.4 	
      Financial testing



The financial covenants set out in
clause 0 (Financial condition) shall be calculated in accordance with the
Accounting Principles and tested by reference to each of the quarterly financial
statements delivered pursuant to 0 (Financial statements). 

57




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	20.5 	
      Annual Budget undertaking



The Annual Budget shall be required to
show that forecast operations and capital expenditures for the period is fully
funded from available liquidity (including cash, forecast cash flows and
available debt under the Facility). 

	21 	
      General Undertakings



The undertakings in this clause 21
remain in force from the date of this Agreement for so long as any amount is
outstanding under the Finance Documents or any Commitment is in force. 

	21.1 	
      Authorizations



The Borrower shall promptly: 

	 	(a) 	
      obtain, comply with and do all that is necessary to
      maintain all Authorizations in full force and effect; and

	 	 	 
	 	(b) 	
      upon request, supply certified copies to the Lender
      of,




	 	(i) 	
      any Authorization required under any law or regulation of
      a Relevant Jurisdiction to:




	 	(A) 	
      enable it to perform its obligations under the Finance
      Documents;

	 	 	 
	 	(B) 	
      ensure, subject to Legal Reservations, the legality,
      validity, enforceability or admissibility in evidence of any Finance
      Document; and

	 	 	 
	 	(C) 	
      carry on its business where failure to do so has or is
      reasonably likely to have a Material Adverse Effect;
and




	 	(ii) 	
      any Material Licence.




	21.2 	
      Default



The Borrower shall immediately notify
the Finance Parties of any Default occurring under the Finance Documents. 

	21.3 	
      Compliance with laws




	 	(a) 	
      The Borrower shall (and shall ensure that each of its
      Subsidiaries will) comply in all material respects with all Applicable
      Laws.

	 	 	 
	 	(b) 	
      The Borrower shall (and shall ensure that each of its
      Subsidiaries will) comply in all respects with all Applicable Laws and all
      agreements which are binding and enforceable against it, in each case to
      the extent they relate to the provision and funding of pension
    schemes.

	 	 	 
	 	(c) 	
      The Borrower shall ensure that
no:




	 	(i) 	
      funds or assets of the Borrower or its Subsidiaries that
      are used to repay the Facility shall constitute property of, or shall be
      beneficially owned by, any Designated Person or be derived from any
      transaction that would violate any Sanctions;



58




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(ii) 	
      proceeds of the Facility shall be used to fund any
      transaction that would violate any Sanctions; and

	 	 	 
	 	(iii) 	
      Designated Person shall have any direct or indirect
      interest in the Borrower or its Subsidiaries that would violate any
      Sanctions.




	21.4 	
      Defence of claims



The Borrower shall defend any action,
claim or other proceeding made against or affecting the Borrower unless there is
no effective defence to such action, claim or proceeding, or it is not
commercially worthwhile for the Borrower to defend it, in which case the
Borrower shall use all reasonable endeavours to minimise or mitigate the effect
of such claim, action or proceeding upon it and its business (including settling
or compromising such claim if commercially appropriate to do so). 

	21.5 	
      Negative pledge



In this clause 0, Quasi-Security
means an arrangement or transaction described in paragraph 0 below. 

	 	(a) 	
      Other than Permitted Security, the Borrower shall not
      create or permit to subsist any Security over any of its assets.

	 	 	 
	 	(b) 	
      The Borrower shall not:




	 	(i) 	
      sell, transfer or otherwise dispose of any of its assets
      on terms whereby they are or may be leased to or re-acquired by the
      Borrower or any other member of the Group;

	 	 	 
	 	(ii) 	
      sell, transfer or otherwise dispose of any of its
      receivables on recourse terms;

	 	 	 
	 	(iii) 	
      other than pursuant to Permitted Indebtedness, enter into
      any arrangement under which money for the benefit of a bank or other
      account may be applied, set-off or made subject to a combination of
      accounts; or

	 	 	 
	 	(iv) 	
      enter into any other preferential arrangement having a
      similar effect,

	 	 	 
	 		
      in circumstances where the arrangement or transaction is
      entered into primarily as a method of raising Financial Indebtedness or of
      financing the acquisition of an asset.




	 	(c) 	
      Paragraphs 0 and 0 above do not apply to any Security or
      (as the case may be) Quasi- Security, listed
below:




	 	(i) 	
      any lien arising by operation of law and in the ordinary
      course of trading on arm’s length terms (including retention of title
      arrangements) and securing amounts not more than sixty (60) days overdue
      and not as a result of a default or omission by any member of the Group,
      and a reserve or other appropriate provision, if any, as shall be required
      by IFRS shall have been made for such lien;

	 	 	 
	 	(ii) 	
      any Security or Quasi-Security over or affecting any
      asset acquired by the Borrower after the date of this Agreement if such
      asset is acquired as a result of a Permitted Acquisition under Permitted
      Acquisition Debt;



59




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(iii) 	
      any Security or Quasi-Security arising under the Finance
      Documents;

	 	 	 
	 	(iv) 	
      (prior to Financial Close) any Security or Quasi-Security
      which secures Permitted Indebtedness arising under the Gold Purchase
      Agreement, on its terms as at the date of this Agreement;

	 	 	 
	 	(v) 	
      (prior to Financial Close) any Security or Quasi-Security
      which secures Permitted Indebtedness arising under the Shoreline Asset
      Purchase Agreement and Shoreline Promissory Note, on its terms as at the
      date of this Agreement;

	 	 	 
	 	(vi) 	
      any Security or Quasi-Security assumed by the Borrower or
      Klondex Canada in connection with the Shoreline Asset Purchase
      Agreement;

	 	 	 
	 	(vii) 	
      the Borrower deposits and pledges of cash or securities
      (only to the extent such deposits or pledges are incurred or otherwise
      arise in the ordinary course of business and secure obligations not past
      due) securing (i) the performance of bids, tenders, leases, contracts
      (other than for the payment of money) or statutory obligations or (ii)
      obligations on surety or appeal or performance bonds, including those to
      support or secure reclamation in accordance with Applicable Law, as
      required by any governmental agency to support or secure reclamation in
      accordance with Applicable Laws, and, in each case, only to the extent
      such deposits or pledges are incurred or otherwise arise in the ordinary
      course of business and secure obligations not past due;

	 	 	 
	 	(viii) 	
      pledges, deposits and liens in connection with workers’
      compensation, employment insurance and other similar legislation and
      deposits securing liability to insurance carriers under insurance or
      self-insurance arrangements to the extent required by Applicable
    Law;

	 	 	 
	 	(ix) 	
      rights of set-off or bankers’ liens upon deposits of cash
      or broker’s liens upon securities in favour of financial institutions,
      banks or other depositary institutions to a maximum of
    $[****];

	 	 	 
	 	(x) 	
      short term pledge certificates, cash collateral or cash
      margining posted under the Hedging Agreements contemplated by Section 0,
      not to exceed the limit set forth in Section Error! Reference source
      not found.; and

	 	 	 
	 	(xi) 	
      any Security or Quasi-Security granted in respect of any
      equipment which secures Permitted Indebtedness arising under any Permitted
      Equipment Financing; and

	 	 	 
	 	(xii) 	
      any Security or Quasi-Security created or permitted to
      subsist with the prior written consent of the
Lender,



provided that only clauses 0, 0, 0 and
2.15(c)(xii) shall apply to any Security or Quasi-Security over any Excluded
Assets, (together, Permitted Security). 

	21.6 	
      Disposals




	 	(a) 	
      The Borrower shall not effect a Disposal of any of its
      assets, undertaking or business.

	 	 	 
	 	(b) 	
      Paragraph 0 above does not apply to any Permitted
      Disposal or Disposal:




	 	(i) 	
      of assets to another Obligor, provided that if the
      disposing company has given Transaction Security over those assets, the
  acquiring company must give equivalent Transaction Security over those assets; or 



60




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(ii) 	
      made with the prior written consent of the
  Lender.




	21.7 	
      Arm's length basis




	 	(a) 	
      The Borrower shall not enter into any transaction with
      any person except on arm's length terms and for full market value (except
      with the prior written consent of the Lender).

	 	 	 
	 	(b) 	
      Paragraph (a) above does not apply
to:




	 	(i) 	
      any disposals permitted under clause 0 (Disposals)
      or guarantees permitted under clause 0 (Financial indebtedness), in
      each case arising under or made in accordance with an agreement which is
      in force on (and on its terms as at) the date of this Agreement;
  or

	 	 	 
	 	(ii) 	
      any loans, disposal or guarantees entered into or made
      between the Borrower and another Obligor from time to
  time.




	21.8 	
      Acquisition of Real
Property




	 	(a) 	
      As soon as reasonably practicable upon the acquisition of
      additional real property, including real property in relation to the
      Properties, (provided however with respect to acquisition of additional
      real property with a value of less than $[****] only, no later than
      the end of the fiscal quarter following any such acquisition), the
      Borrower shall:




	 	(i) 	
      notify the Lender; and

	 	 	 
	 	(ii) 	
      execute a supplement (or similar document) amending the
      appropriate deed of trust or debenture such that it thereafter includes
      the additional real property.




	21.9 	
      No guarantees or
indemnities




	 	(a) 	
      The Borrower shall not incur or allow to remain
      outstanding any guarantee in respect of any obligation of any
    person.

	 	 	 
	 	(b) 	
      Paragraph 0 does not apply to a guarantee which
  is:




	 	(i) 	
      permitted under clause 0 (Financial indebtedness);
      or

	 	 	 
	 	(ii) 	
      granted with the prior written consent of the
    Lender.




	21.10 	
      Dividends and share
redemption




	 	(a) 	
      The Borrower shall not make any Distribution.

	 	 	 
	 	(b) 	
      Paragraph (a) above does not apply
to:




	 	(i) 	
      the making of a Distribution to another Obligor with
      respect to (x) Permitted Indebtedness, (y) management fees or consulting
      fees to reflect attributable management (or consulting) costs or salaries,
      or (z) intercompany cash and inventory management, each in the ordinary
      course of business and Accounting Principles; or



61




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(ii) 	
      the making of a Distribution, provided
  that:




	 	(A) 	
      payment is made when no Default is continuing or would
      occur immediately after the making of the payments;

	 	 	 
	 	(B) 	
      the covenants described in clause 20.3 (Financial
      condition) have been satisfied as of the most recent Test Date and on
      a pro-forma basis for the following twelve (12) Months.

	 	 	 
	 	(C) 	
      the most recent Annual Budget shows that the Borrower is
      fully funded from cash, forecast cash flows and available liquidity after
      making such distribution for the following twelve (12)
  Months.




	21.11 	
      Financial Indebtedness




	 	(a) 	
      Neither the Borrower, nor any of the Obligors,
    shall:




	 	(i) 	
      Incur, be a creditor in respect of or allow to remain
      outstanding any Financial Indebtedness; or

	 	 	 
	 	(ii) 	
      pay or discharge (including by way of set-off or
      combination of accounts), or grant any guarantee, indemnity, bond, letter
      of credit or similar assurance of performance or against financial loss in
      support of, any obligations (including indebtedness) owed to it or any
      other person.




	 	(b) 	
      Paragraph 0 above does not apply to any Financial
      Indebtedness:




	 	(i) 	
      arising under a Finance Document;

	 	 	 
	 	(ii) 	
      (prior to the first Utilization Date) arising under the
      Gold Purchase Agreement, on its terms as at the date of this
    Agreement;

	 	 	 
	 	(iii) 	
      (prior to the first Utilization Date) arising under the
      Shoreline Promissory Note, on its terms as at the date of this
      Agreement;

	 	 	 
	 	(iv) 	
      arising under any Permitted Equipment
Financing;

	 	 	 
	 	(v) 	
      arising under intercompany loans to any
Obligor;

	 	 	 
	 	(vi) 	
      arising under any unsecured
debt,




		(A) 	
      excluding any marked-to-market trading exposures, not
      exceeding US$4,000,000 in aggregate;

			
		(B) 	
      consisting of marked-to-market trading exposures not
      exceeding the amounts specified in Section
21.38;




	 	(vii) 	
      arising under any trade payables in the ordinary course
      of business or less than ninety (90) days outstanding;

	 	 	 
	 	(viii) 	
      deposits and pledges of cash or securities (only to the
      extent such deposits or pledges are incurred or otherwise arise in the
      ordinary course of business and secure obligations not past due) securing
      (i) the performance of bids, tenders, leases, contracts (other than for
      the payment of money) or statutory obligations or (ii) obligations on surety or appeal or performance bonds,
including those to support or secure reclamation in accordance with applicable
law, as required by any governmental agency to support or secure reclamation in
accordance with applicable laws, and, in each case, only to the extent such
deposits or pledges are incurred or otherwise arise in the ordinary course of
business and secure obligations not past due;  



62




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(ix) 	
      unsecured indebtedness owed to any person providing
      property, casualty, liability, or other insurance to the Borrower or any
      Obligor, so long as the amount of such indebtedness is not in excess of
      $[****], and shall be incurred only to defer the cost of such
      insurance for the year in which such indebtedness is incurred and such
      indebtedness is outstanding only during such year;

	 	 	 
	 	(x) 	
      owed by the Borrower to another Obligor; or

	 	 	 
	 	(xi) 	
      incurred or allowed to remain outstanding with the prior
      written consent of the Lender



(together, Permitted
Indebtedness). 

	21.12 	
      Merger



The Borrower shall not enter into any
merger or consolidation, except where: 

	 	(a) 	
      The Borrower’s management survives and the Borrower’s
      board of directors retain control of the board following the merger or
      consolidation;

	 	 	 
	 	(b) 	
      The merger or consolidation counterparty is within the
      precious metals mining sector in approved jurisdictions (US, Canada,
      Mexico and other to be agreed in writing with the Lender) and complies
      with the Lender’s regulatory compliance requirements; and

	 	 	 
	 	(c) 	
      No breach of the Facility’s terms would result from the
      merger or consolidation, and the Lender’s position under the documentation
      or security is not adversely affected.




	21.13 	
      Change of business



The Borrower shall procure that no
substantial change is made to the general nature of the business of the Borrower
or the Group from that carried on at the date of this Agreement. 

	21.14 	
      Joint Ventures




	 	(a) 	
      The Borrower shall not (except with the prior written
      consent of the Lender):




	 	(i) 	
      enter into, invest in or acquire (or agree to acquire)
      any shares, stocks, securities or other interest in any Joint Venture;
      or

	 	 	 
	 	(ii) 	
      transfer any assets or lend to or guarantee or give an
      indemnity for or give Security for the obligations of a Joint Venture or
      maintain the solvency of or provide working capital to any Joint Venture
      (or agree to do any of the foregoing).




	 	(b) 	
      Paragraph (a) above does not apply to any Joint Venture
      specifically permitted by clause 21.15(b) below.



63




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	21.15 	
      Acquisitions




	 	(a) 	
      The Borrower shall not (except with the prior written
      consent of the Lender):




	 	(i) 	
      invest in or acquire any share in, or any security issued
      by, any person (other than an Obligor), or any interest therein or in the
      capital of any person (other than an Obligor), or make any capital
      contribution to any person (other than an Obligor) (or make any
      preliminary or other payments towards or with a view to make such
      investment;

	 	 	 
	 	(ii) 	
      invest in or acquire any business or going concern, or
      the whole or substantially the whole of the assets or business of any
      person, or any assets that constitute a division or operating unit of the
      business of any person (or make any preliminary or other payments towards
      or with a view to make such investment); or

	 	 	 
	 	(iii) 	
      enter into any joint venture, consortium, partnership or
      similar arrangement with any person other than as permitted under clause 0
      (Joint ventures).




	 	(b) 	
      Paragraph (a) above does not apply to any acquisition
      of:




	 	(i) 	
      assets or formations of Joint Ventures that are within
      the precious metals mining sector within approved jurisdictions (US,
      Canada, Mexico and other to be agreed upon in writing with the Lender,
      acting reasonably), provided that:




	 	(A) 	
      the cash acquisition costs or the Borrower’s funding
      commitments can be funded from currently available funds (including
      treasury, available debt under this Facility and proceeds of related
      equity issue) or Permitted Acquisition Debt;

	 	 	 
	 	(B) 	
      any security over the acquired assets or Joint Ventures
      is on a limited recourse financing with no direct recourse
      post-acquisition to any Obligor for repayment;

	 	 	 
	 	(C) 	
      the Borrower is able to demonstrate pro-forma compliance
      with financial ratios described in clause 20.3 (Financial
      condition) following the acquisition as such covenant is recomputed as
      at the last day of the most recently ended Test Date under such Section as
      if such acquisition had occurred on the first day of such Test
  Date;

	 	 	 
	 	(D) 	
      if the acquisition materially increases the actual or
      contingent environmental, social and/or Tax liabilities of the Borrower,
      the Borrower shall show that such liabilities can be adequately funded or
      mitigated post-acquisition, to the extent that such liabilities are not
      otherwise reflected in the compliance with the financial ratios described
      in clause 20.3 (Financial condition);

	 	 	 
	 	(E) 	
      if the acquisition requires any member of the Group to
      comply with either IFC Performance Standards or World Bank Standards,
      compliance with such standards; and

	 	 	 
	 	(F) 	
      such acquisition shall result in the Security Agent, for
      the benefit of the Finance Parties, being granted a security interest
      (second ranking to the extent secured under Permitted Acquisition Debt) in
      any equity interests or any assets so acquired,



64




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

(together, Permitted Acquisitions). 

	21.16 	
      Finance Documents




	 	(a) 	
      The Borrower shall not amend, vary, novate, supplement,
      supersede, waive or terminate any term of a Finance Document or any other
      document delivered to the Lender pursuant to clause 0 (Initial
      conditions precedent) except in writing:




	 	(i) 	
      in accordance with clause 0 (Amendments and
      Waivers) or as otherwise permitted pursuant to this
  Agreement;

	 	 	 
	 	(ii) 	
      to the extent that that amendment, variation, novation,
      supplement, superseding, waiver or termination is permitted by the
      Intercreditor Agreement; or

	 	 	 
	 	(iii) 	
      prior to or on Financial Close, with the prior written
      consent of the Lender.




	 	(b) 	
      The Borrower shall promptly supply to the Lender a copy
      of any document relating to any of the matters referred to in paragraph
      (a) above.




	21.17 	
      Environmental
compliance




	 	(a) 	
      The Borrower shall:




	 	(i) 	
      comply in all respects with all Environmental
  Law;

	 	 	 
	 	(ii) 	
      obtain, maintain and ensure compliance with all requisite
      Environmental Permits;

	 	 	 
	 	(iii) 	
      take all reasonable steps in anticipation of known or
      expected future changes or obligations under Environmental Law;
  and

	 	 	 
	 	(iv) 	
      implement procedures and management systems to adequately
      monitor compliance with and to mitigate liability under any Environmental
      Law.




	21.18 	
      Preservation of assets



The Borrower shall maintain and
preserve all of its assets that are necessary or desirable for the conduct of
its business, as conducted at the date of this Agreement, in good working order
and condition, ordinary wear and tear excepted. 

	21.19 	
      Access to the site



The Borrower shall permit the Lender
and its authorised representatives reasonable access, upon request and
reasonable notice, to inspect the construction, commissioning and operation of
the Properties and related technical data books and records and shall cooperate
with such persons to enable them to prepare their reports, provided that such
rights of access shall be exercised in a way to minimise expense to the Borrower
and, as far as is reasonably practicable, any disruption to the Properties. 

	21.20 	
      Principal place of
business



The Borrower shall have its registered
office in British Columbia and principal place of business and executive office
in Nevada, and shall maintain in such places, originals or copies of the
principal books and records relating to its business. 

65




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	21.21 	
      Accounting systems



The Borrower shall ensure that adequate
and appropriate accounting, management information and cost control and
accounting systems for the Properties are installed and maintained and that
books of accounts and other records give a true and fair view of the financial
condition of the Borrower and the results of its operations in accordance with
the Accounting Principles. 

	21.22 	
      Accounting Reference Date



The Borrower shall not, change its
Accounting Reference Date without the prior written consent of the Lender. 

	21.23 	
      Auditors



The Borrower shall ensure at all times
that its and the Group’s and the Borrower’s auditors are Pricewaterhouse Coopers
LLP or such other firm approved in advance by the Lender (such approval not to
be unreasonably withheld or delayed). 

	21.24 	
      Construction, operation and
  maintenance



The Borrower shall carry out the
Properties and conduct its business pursuant to this Agreement and Good Industry
Practice, and in all material aspects in accordance with the Annual Budget and
Base Case Model. 

	21.25 	
      Amendment of charter
documents



The Borrower shall not agree to any
amendment to, variation or waiver of any of the terms or conditions or scope of
its charter documents, unless the Lender has been given at least five (5)
Business Days’ prior written notice of the proposed amendment, variation or
waiver as required under clause 0 (Amendment of charter documents) and
provided that where any such amendment, variation or waiver could have a
Material Adverse Effect, no such amendment, variation or waiver may be effected
without the prior written consent of the Lender, such consent not to be
unreasonably withheld. 

	21.26 	
      Anti-corruption law




	 	(a) 	
      The Borrower shall (and shall ensure that no Subsidiary
      will) directly or indirectly use the proceeds of the Facility for any
      purpose which would breach the Canada Corruption of Foreign Public
      Officials Act, the United States Foreign Corrupt Practices Act of 1977 or
      other similar legislation in other jurisdictions.

	 	 	 
	 	(b) 	
      The Borrower shall (and shall ensure that its
      Subsidiaries will):




	 	(i) 	
      conduct its businesses in compliance with applicable
      anti-corruption laws; and

	 	 	 
	 	(ii) 	
      maintain policies and procedures designed to promote and
      achieve compliance with such laws.




	21.27 	
      Sanctions



The Borrower shall not, and shall not
permit or authorise any other person to, directly or indirectly, use, lend, make
payments of, contribute or otherwise make available, all or any part of the
proceeds of any Loan or other transaction(s) contemplated by this Agreement to
fund any trade, business or other activities: 

66





NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	(a) 	
      involving or for the benefit of any Restricted Party;
      or

	 	 	 
	 	(b) 	
      in any other manner that would reasonably be expected to
      result in the Borrower or the Lender being in breach of any Sanctions (if
      and to the extent applicable to either of them) or becoming a Restricted
      Party.




	21.28 	
      Taxation




	 	(a) 	
      The Borrower shall (and shall ensure that each member of
      the Group will) pay and discharge all Taxes imposed upon it or its assets
      within the time period allowed without incurring penalties unless and only
      to the extent that:




	 	(i) 	
      such payment is being contested in good faith;
  and




	 	(A) 	
      adequate reserves are being maintained for those Taxes
      and the costs required to contest them which have been disclosed in its
      latest financial statements delivered to the Lender under clause 0
      (Financial statements); and

	 	 	 
	 	(B) 	
      such payment can be lawfully withheld and failure to pay
      those Taxes does not have or is not reasonably likely to have a Material
      Adverse Effect; or




	 	(ii) 	
      the amount of such unpaid Taxes is not material, the
      non-payment results from an administrative oversight or error by a member
      of the Group and such payment is made promptly (and in any event within
      three (3) Business Days) after a member of the Group becoming aware of
      such non-payment.




	 	(b) 	
      No member of the Group may change its residence for Tax
      purposes.




	21.29 	
      Critical assets



Notwithstanding any other provision of
this Agreement the Borrower shall not sell, lease, transfer or otherwise dispose
of any Material Licence or of any other asset critical to the operation of the
Properties without the prior written consent of the Lender. For greater
certainty the obligations under this clause 21.29 shall include obtaining,
maintaining or renewing, as applicable, any Material Licenses, approvals or
consents necessary at the time for the carrying out of the Borrower’s business
and operations. 

	21.30 	
      Intellectual Property



The Borrower shall, to the extent that
it has the right to the same, preserve and maintain the subsistence and validity
of all material Intellectual Property necessary for the Properties including in
relation to all patents, trade marks, service marks, designs, utility models,
copyrights, design rights, inventions, confidential information, know-how and
rights of like nature. 

	21.31 	
      Insurance




	 	(a) 	
      The Borrower shall effect and maintain or cause to be
      effected and maintained in full force and effect the following Insurances
      with reputable independent insurance companies or
  underwriters:



67




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(i) 	
      property damage insurance covering all risks of physical
      loss, destruction, or damage to all insurable assets of the
    Properties;

	 	 	 
	 	(ii) 	
      insurance of all risks of direct physical loss or damage
      on a “warehouse to warehouse” basis arising from the transport or
      temporary storage of Product or equipment;

	 	 	 
	 	(iii) 	
      liability insurance on an occurrence basis against claims
      filed anywhere in the world and occurring anywhere in the world for an
      Obligor’s liability arising out of claims for personal injury (including
      bodily injury and death) and property damage;

	 	 	 
	 	(iv) 	
      employers’ liability insurance in accordance with
      statutory requirements;

	 	 	 
	 	(v) 	
      directors’ and officers’ liability insurance;
  and

	 	 	 
	 	(vi) 	
      all insurances required to be in effect by the laws of
      the countries of incorporation of each
Obligor.




	21.32 	
      Pari passu ranking



The Borrower shall ensure that at all
times any unsecured and unsubordinated claims of a Finance Party against it
under the Finance Documents rank at least pari passu with the claims of
all its other unsecured and unsubordinated creditors except those creditors
whose claims are mandatorily preferred by laws of general application to
companies. 

	21.33 	
      Access



The Borrower shall ensure that each
member of the Group will, (not more than once in every calendar year unless the
Lender reasonably suspects a Default is continuing or may occur) permit the
Lender and/or the Security Agent and/or accountants or other professional
advisers and contractors of the Lender or the Security Agent free access at all
reasonable times and on reasonable notice at the risk and cost of the Borrower
to (a) the premises, assets, books, accounts and records of each member of the
Group and (b) meet and discuss matters with management of the Group. 

	21.34 	
      Further assurance




	 	(a) 	
      The Borrower shall (and shall procure that each other
      member of the Group will) promptly do all such acts or execute all such
      documents (including assignments, transfers, mortgages, charges, notices
      and instructions) as the Security Agent may reasonably specify (and in
      such form as the Security Agent may reasonably require in favour of the
      Security Agent or its nominee(s)):




	 	(i) 	
      to perfect the Security created or intended to be created
      under or evidenced by the Transaction Security Documents or for the
      exercise of any rights, powers and remedies of the Security Agent or the
      Finance Parties provided by or pursuant to the Finance Documents or by
      law; and/or

	 	 	 
	 	(ii) 	
      to facilitate the realisation of the assets which are, or
      are intended to be, the subject of the Transaction
  Security.




	 	(b) 	
      The Borrower shall (and shall procure that each other
      member of the Group will) take all such action as is available to it
      (including making all filings and registrations) as may be necessary for
      the purpose of the creation, perfection, protection or maintenance of
      any Security conferred or intended to be conferred on the Security
Agent or the Finance Parties by or pursuant to the Finance Documents. 



68




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	21.35 	
      Preservation of Transaction
  Security



Other than as expressly permitted under
the Finance Documents, the Borrower shall not do, or consent to the doing of,
anything that reasonably could be expected to prejudice the validity of any of
the security granted pursuant to the Transaction Security Documents. 

	21.36 	
      Abandonment or
suspension




	 	(a) 	
      The Borrower shall not:




	 	(i) 	
      abandon the conduct of the Properties or any material
      part thereof; or

	 	 	 
	 	(ii) 	
      suspend the operation of any of the Properties for a
      continuous period of more than thirty five (35)
days.




	 	(b) 	
      If an event of force majeure occurs that the Borrower
      anticipates (acting reasonably) may result in the abandonment of the
      conduct of any of the Properties or a suspension of construction or
      operation of any of the Properties for a continuous period in excess of
      the relevant periods specified in clause 0, the Borrower immediately shall
      notify and consult with the Lender.




	21.37 	
      Immunity



The Borrower shall not in any
proceedings in Canada or in any other jurisdiction in relation to any Finance
Document, claim or seek in any way to claim, for itself or any of its assets,
immunity from execution, attachment or other similar legal process. 

	21.38 	
      Hedging programme




	 	(a) 	
      The Borrower shall undertake in good faith to offer risk
      management business to the Lender, subject to the Lender’s ability to
      execute such business effectively and promptly, and offer competitive
      commercial terms.

	 	 	 
	 	(b) 	
      The Borrower shall not carry out any hedging transactions
      other than:




	 	(i) 	
      pursuant to a Counterparty Hedging Agreement, provided
      that at no time shall the aggregate of all outstanding Loans and
      marked-to-market trading exposures of the Obligors owed to the Finance
      Parties under this Agreement and the Counterparty Hedging Agreement exceed
      $30,000,000;

	 	 	 
	 	(ii) 	
      a Hedging Agreement on unsecured and unmargined terms,
      provided that:

	 	 	 

 	 	 	 	(A) 	the provision of short term pledge certificates in respect of metal in
    process or refinery shall be permitted;
	 	 	 	 	 
	 	 	 	(B) 	the marked-to-market trading exposures of the Obligors owed to other
    counterparties under all Hedging Agreements shall not exceed US$4,000,000 in
    aggregate (excluding any cash collateral or cash margining);
	 	 	 	 	 
	 	 	 	(C) 	the Obligors may provide cash collateral or cash margining with respect
    to Hedging Agreements up to a net limit of US$2,500,000 in aggregate;
	 	 	 	 	 
	 	 	 	(D) 	any Hedging Agreements subject to any cash collateral or cash margining
    arrangements for


	 	 	 	 	 	 
	 	 	 	 	(1) 	gold or silver shall have a settlement date not greater than 6 months
    from the date of execution; and
	 	 	 	 	 	 
	 	 	 	 	(2) 	consumables shall not have a settlement date greater than 24 months from
    the date of execution;


	 	 	 	 	 
	 	 	 	(E) 	in the event that the Borrower wishes to enter into a derivative
    transaction for gold or silver with a settlement date greater than 6 months
    from the date of execution, and the Hedge Counterparty is unable or
    unwilling to execute such derivative transaction, the Lender will (acting
    reasonably and in good faith) consider in granting a waiver of the
    restriction in (D) above provided it is within the limits in (B) and (C)
    above and taking into account all Hedging Agreements in place at that time;
    and 
	 	 	 	 	 
	 	 	 	(F) 	no gold or silver Hedging Agreements shall be entered into by the
    Obligors which would exceed any applicable Hedging Policy Limits in effect
    on the date hereof, and in respect of consumable cost hedging greater than
    12 months, for not more than 80% of the forecast consumables volumes for the
    Properties during such period; or


	 	 	 
	 	(iii) 	
      with the prior written consent of the
  Lender.



	 	 
      
	21.39 	
      Press announcements



The Borrower shall not, and shall
procure that no member of the Group will, make any press announcement or other
media communication (including by making any information available on any
website) in relation to the Facility without the prior written consent of the
Lender, save where an announcement is required by any applicable Canadian or US
securities laws or the requirements of the TSX or NYSE (provided that, to the
extent permitted to do so by such law, rules or regulation, the Borrower shall inform the Lender of
the contents of such announcement or communication as soon as possible before
such announcement or communication is made). 

69 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	21.40 	
      Klondex Canada



Klondex Canada shall deliver within 30
days of the Financial Close the Transaction Security Documents set out in
Schedule 21.40, in form and substance satisfactory to the Finance Parties,
acting reasonably. 

	22 	
      Events of Default



Each of the events or circumstances set
out in clause 0 is an Event of Default (save for clause 22.28
(Acceleration)). 

	22.1 	
      Non-payment



An Obligor does not pay on the due date
any amount payable pursuant to a Finance Document at the place and in the
currency in which it is expressed to be payable. 

	22.2 	
      Other obligations




	 	(a) 	
      An Obligor does not comply with any provision of the
      Finance Documents (other than those referred to in clause 22.1
      (Non-payment)).

	 	 	 
	 	(b) 	
      No Event of Default under paragraph 0 above will occur if
      the failure to comply is capable of remedy and is remedied within ten (10)
      Business Days (or such other time as may be expressly provided in this
      Agreement) of the earlier of (A) the Lender giving notice to the Borrower
      and (B) the Borrower becoming aware of the failure to comply.

	 	 	 
	 	(c) 	
      For the purposes of paragraph (b) above, any failure to
      comply with clauses 19.1, 19.2, 19.3, 19.4, 19.8(e), and 19.10, clause 0
      (Financial covenants), or any provision of any Transaction Security
      Document shall not be capable of remedy.




	22.3 	
      Misrepresentation



Any representation or statement made or
deemed to be made by an Obligor in the Finance Documents or any other document
delivered by or on behalf of any Obligor under or in connection with any Finance
Document is or proves to have been incorrect or misleading in any material
respect when made or deemed to be made unless the underlying circumstances (if
capable of remedy) are remedied within ten (10) Business Days of the statement
being made or deemed repeated. 

	22.4 	
      Cross default




	 	(a) 	
      Any event of default as described in the Gold Purchase
      Agreement.

	 	 	 
	 	(b) 	
      Any Financial Indebtedness of any member of the Group is
      not paid when due nor within any originally applicable grace
  period.

	 	 	 
	 	(c) 	
      Any Financial Indebtedness of any member of the Group is
      declared to be or otherwise becomes due and payable prior to its specified
      maturity as a result of an event of default (however described).

	 	 	 
	 	(d) 	
      Any commitment for any Financial Indebtedness of any
      member of the Group is cancelled or suspended by a creditor of any member of the Group as
  a result of an event of default (however described).



70




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(e) 	
      Any creditor of any member of the Group becomes entitled
      to declare any Financial Indebtedness of any member of the Group due and
      payable prior to its specified maturity as a result of an event of default
      (however described).

	 	 	 
	 	(f) 	
      No Event of Default will occur under this clause 22.4 if
      the aggregate amount of Financial Indebtedness or commitment for Financial
      Indebtedness falling within paragraphs (a) to (e) above is less than
      US$[****] (or its Equivalent).




	22.5 	
      Insolvency




	 	(a) 	
      A member of the Group is unable or admits inability to
      pay its debts as they fall due, suspends making payments on any of its
      debts or, by reason of actual or anticipated financial difficulties,
      commences negotiations with one or more of its creditors (excluding any
      Finance Party in its capacity as such) with a view to rescheduling any of
      its indebtedness.

	 	 	 
	 	(b) 	
      The value of the assets of any member of the Group is
      less than its liabilities (taking into account contingent and prospective
      liabilities).

	 	 	 
	 	(c) 	
      A moratorium is declared in respect of any indebtedness
      of any member of the Group. If a moratorium ends, the ending of the
      moratorium will not remedy any Event of Default caused by that
      moratorium.




	22.6 	
      Insolvency proceedings




	 	(a) 	
      Any corporate action, legal proceedings or other
      procedure or step is taken in relation to:




	 	(i) 	
      the suspension of payments, a moratorium of any
      indebtedness, winding-up, dissolution, administration or reorganisation
      (by way of voluntary arrangement, scheme of arrangement or otherwise) of
      any member of the Group or the Borrower other than a solvent liquidation
      or reorganisation of any member of the Group which is not an
    Obligor;

	 	 	 
	 	(ii) 	
      a composition, compromise, assignment or arrangement with
      any creditor of any member of the Group;

	 	 	 
	 	(iii) 	
      the appointment of a liquidator (other than in respect of
      a solvent liquidation of a member of the Group which is not an Obligor),
      receiver, administrative receiver, administrator, compulsory manager or
      other similar officer in respect of any member of the Group or the
      Borrower or any of its assets; or

	 	 	 
	 	(iv) 	
      enforcement of any Security over any assets of any member
      of the Group,



or any analogous procedure or step is
taken in any jurisdiction. 

	 	(b) 	
      This clause 22.6 shall not apply
to:




	 	(i) 	
      any winding-up petition which is frivolous or vexatious
      and is discharged, stayed or dismissed within thirty (30) days of
      commencement; or

	 	 	 
	 	(ii) 	
      the solvent liquidation of any member of the Group that
      is not an Obligor so long as any payments or assets distributed as a result of such
liquidation are distributed to other members of the Group. 



71




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	22.7 	
      Creditors' process



Any expropriation, attachment,
sequestration, execution or other enforcement action or any analogous process in
any jurisdiction affects any asset or assets of a member of the Group having an
aggregate value of US$[****] and is not discharged within thirty (30)
days. 

	22.8 	
      Failure to comply with court judgment or arbitral
      award




	 	(a) 	
      Any member of the Group fails to comply with or pay by
      the required time any sum due from it under any final judgment or any
      final order made or given by a court or arbitral tribunal or other
      arbitral body, in each case of competent jurisdiction.

	 	 	 
	 	(b) 	
      No Event of Default under paragraph 0 above will occur if
      the aggregate liability under that judgment or order is less than
      US$[****] (or its Equivalent) and is discharged within thirty (30)
      days.




	22.9 	
      Unlawfulness and
invalidity




	 	(a) 	
      It is or becomes unlawful for an Obligor to perform any
      of its obligations under the Finance Documents or any Transaction Security
      created or expressed to be created by the Transaction Security Documents
      ceases to be effective or any subordination created under the
      Intercreditor Agreement ceases to be effective.

	 	 	 
	 	(b) 	
      Any obligation or obligations of any Obligor under any
      Finance Documents are not (subject to the Legal Reservations) or cease to
      be legal, valid, binding or enforceable and the cessation individually or
      cumulatively materially and adversely affects the interests of the Lender
      under the Finance Documents.

	 	 	 
	 	(c) 	
      Any Finance Document ceases to be in full force and
      effect or any Transaction Security or any subordination created under the
      Intercreditor Agreement ceases to be legal, valid, binding, enforceable or
      effective or is alleged by a party to it (other than a Finance Party) to
      be ineffective.




	22.10 	
      Repudiation and rescission of
  agreements



An Obligor (or other relevant party)
rescinds or purports to rescind or repudiates or purports to repudiate a Finance
Document or any of the Transaction Security or evidences an intention to rescind
or repudiate a Finance Document or any Transaction Security. 

	22.11 	
      Intercreditor Agreement



Any party to the Intercreditor
Agreement (other than a Finance Party or an Obligor) fails to comply with the
provisions of, or does not perform its obligations under, the Intercreditor
Agreement, provided if the non-compliance or circumstances are capable of
remedy, it is not remedied within thirty (30) days of the Lender giving notice
to that party. 

	22.12 	
      Major damage



The whole or any part (the book value
of which is twenty percent (20%) or more of the book value of the aggregate of
the assets of the Borrower on a consolidated basis) of any asset of the Borrower is destroyed or otherwise damaged. 

72 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	22.13 	
      Cessation of business



Any member of the Group suspends or
ceases to carry on (or threatens to suspend or cease to carry on) all or a
material part of its business. 

	22.14 	
      Abandonment



Abandonment, loss, damage or forfeiture
of all or substantially all of the Properties or the mining rights, including
the Material Licences. 

	22.15 	
      Authorizations




	 	(a) 	
      Any Authorization is suspended, cancelled, revoked,
      forfeited, surrendered or terminated (whether in whole or in part thereof)
      or otherwise is not, or ceases to be, in full force and effect, or any
      person is, or becomes entitled to revoke, cancel, suspend, surrender or
      terminate any Authorization (whether in whole or in part thereof), and
      which is likely to have a Material Adverse Effect.

	 	 	 
	 	(b) 	
      No Event of Default under clause 24.15(a) will occur
      if:




	 	(i) 	
      the mining operations are continuing uninterrupted;
      and

	 	 	 
	 	(ii) 	
      the circumstances discussed in clause 24.15(a) are
      capable of remedy and are remedied within sixty (60) days of their
      occurrence.




	22.16 	
      Audit qualification



The auditors of any Obligor
include:

	 	(a) 	
      a going concern qualification in their audit opinion;
      or

	 	 	 
	 	(b) 	
      any other material qualification or any emphasis of
      matter statement,



in relation to any financial statements
required to be delivered pursuant to clause 0 (Financial statements),
which qualification or emphasis, or the matters in relation to which such
qualification or emphasis is made, would have a Material Adverse Effect. 

	22.17 	
      Litigation




	 	(a) 	
      Other than as disclosed in the Disclosure Schedule, any
      litigation, arbitration, administrative, governmental, regulatory or other
      investigation, proceeding or dispute is commenced or
  threatened:




	 	(i) 	
      in relation to the Finance Documents or the transactions
      contemplated in the Finance Documents; or

	 	 	 
	 	(ii) 	
      otherwise against any member of the Group or its assets
      (or against the directors of any member of the
Group),



which (in each case) in the opinion of
the Lender is reasonably likely to be adversely determined and, if adversely
determined, will have or is reasonably likely to have a Material Adverse Effect. 

73 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(b) 	
      Any litigation, arbitration or administrative proceeding
      of or before any court, arbitral body or agency, or any other claim or
      dispute, has been finally settled (by non-appealable judgment, decision or
      other determination) against, or settled by, any member of the Group that
      has a determination or settlement value which:




	 	(i) 	
      is more than US$[****]; or

	 	 	 
	 	(ii) 	
      in the opinion of the Lender has or could reasonably be
      expected to increase the Borrower’s environmental, social and/or tax
      liabilities, and which in each case could have a Material Adverse
      Effect.




	22.18 	
      Expropriation



The authority or ability of any member
of the Group to conduct its business is limited or wholly or substantially
curtailed by any seizure, expropriation, nationalisation, compulsory
acquisition, intervention, restriction or other action by or on behalf of any
governmental, regulatory or other authority or other person in relation to any
member of the Group or any of its assets or the shares in that member of the
Group (including without limitation the displacement of all or part of the
management of any member of the Group). 

	22.19 	
      Convertibility/Transferability



Any foreign exchange law is amended,
enacted or introduced or is reasonably likely to be amended, enacted or
introduced in any Relevant Jurisdiction that (in the opinion of the Lender):


	 	(a) 	
      has or is reasonably likely to have the effect of
      prohibiting, or restricting or delaying in any material respect any
      payment that any Obligor is required to make pursuant to the terms of any
      of the Finance Documents; or

	 	 	 
	 	(b) 	
      is materially prejudicial to the interests of the Finance
      Parties under or in connection with any of the Finance
  Documents.




	22.20 	
      Material Licences



Any:

	 	(a) 	
      Material Licence is terminated, cancelled, suspended or
      revoked (whether wholly or in part);

	 	 	 
	 	(b) 	
      restrictions or conditions are imposed on any Material
      Licence;

	 	 	 
	 	(c) 	
      Material Licence is modified or varied in a way that is
      adverse in any material respect to the interests of the relevant member or
      members of the Group; or

	 	 	 
	 	(d) 	
      Material Licence expires and is not renewed on
      substantially the same terms,



unless the mining operations are
continuing uninterrupted and the circumstances leading to the relevant
occurrences referred to in paragraphs (a) to (d) above are capable of remedy and
are remedied within sixty (60) days of their occurrence. 


74




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	22.21 	
      [Intentionally Deleted]




	22.22 	
      [Intentionally
Deleted]




	22.23 	
      Insurance




	 	(a) 	
      Any Insurance:




	 	(i) 	
      is not, or ceases to be, in full force and
  effect;

	 	 	 
	 	(ii) 	
      is unavailable at the time it is required to be effected;
      or

	 	 	 
	 	(iii) 	
      is avoided or reduced,



in a manner which would have a
Material Adverse Effect. 

	 	(b) 	
      Any insurer is entitled to avoid or otherwise reduce its
      liability under the policy relating to any Insurance or other insurance
      required to be effected under any Finance Document, unless the Insurance
      is, prior to its cession, replaced by insurance on substantially similar
      or more favourable terms and in form and substance satisfactory to the
      Lender.




	22.24 	
      Material adverse change



Any event or circumstance occurs which
the Lender reasonably believe has or is reasonably likely to have a Material
Adverse Effect. 

	22.25 	
      Acceleration



On and at any time after the occurrence
of an Event of Default which is continuing the Lender may, by notice to the
Borrower: 

	 	(a) 	
      cancel the Commitment whereupon they shall immediately be
      cancelled;

	 	 	 
	 	(b) 	
      declare that all or part of the Loans, together with
      accrued interest, and all other amounts accrued or outstanding under the
      Finance Documents be immediately due and payable, whereupon they shall
      become immediately due and payable;

	 	 	 
	 	(c) 	
      declare that all or part of the Loans be payable on
      demand, whereupon they shall immediately become payable on demand by the
      Lender; and/or

	 	 	 
	 	(d) 	
      exercise or direct the Security Agent to exercise any or
      all of its rights, remedies, powers or discretions under the Finance
      Documents.



75




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

CHANGES TO PARTIES 

	23 	
      Changes to the Lender




	23.1 	
      Assignments and transfers by the
  Lender



Subject to this clause 0 and to clause
0 (Restriction on Debt Purchase Transactions), the Lender (the
Existing Lender) may, upon the written consent of the Borrower (such
consent not to be unreasonably withheld or delayed): 

	 	(a) 	
      assign any of its rights; or

	 	 	 
	 	(b) 	
      transfer by novation any of its rights and
      obligations,



to another bank or financial
institution or to a trust, fund or other entity which is regularly engaged in or
established for the purpose of making, purchasing or investing in loans, debt
securities or other similar debt instruments or facilities (the New
Lender); provided however that the consent of the Borrower shall not
be required where the assignment is to an Affiliate of the Lender or after the
occurrence and during the continuation of an Event of Default. 

	23.2 	
      Conditions of assignment or
  transfer




	 	(a) 	
      An assignment or transfer of part of the Lender's
      participation in Commitment or Loans must be in a minimum amount of
      US$[****].

	 	 	 
	 	(b) 	
      An assignment will only be effective
on:




	 	(i) 	
      receipt by the Existing Lender (whether in the Assignment
      Agreement or otherwise) of written confirmation from the New Lender (in
      form and substance satisfactory to the Lender) that the New Lender will
      assume the same obligations to the other Finance Parties and the other
      Secured Parties as it would have been under if it was the
Lender;

	 	 	 
	 	(ii) 	
      the New Lender entering into the documentation required
      for it to accede as a party to the Intercreditor Agreement; and

	 	 	 
	 	(iii) 	
      performance by the Existing Lender of all necessary know
      your customer or other similar checks under all applicable laws and
      regulations in relation to such assignment to a New
  Lender.




	 	(c) 	
      A transfer will only be effective if the New Lender
      enters into the documentation required for it to accede as a party to the
      Intercreditor Agreement and if the procedure set out in clause 0
      (Procedure for transfer) is complied with.

	 	 	 
	 	(d) 	
      If:




	 	(i) 	
      the Lender assigns or transfers any of its rights or
      obligations under the Finance Documents or changes its Facility Office;
      and

	 	 	 
	 	(ii) 	
      as a result of circumstances existing at the date the
      assignment, transfer or change occurs, an Obligor would be obliged to make
      a payment to the New Lender or Lender acting through its new Facility
      Office under clause 0 (Tax gross-up and indemnities) or clause 0
      (Increased Costs),



76




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

then the New Lender or Lender acting through its new Facility
Office is only entitled to receive payment under those clauses to the same
extent as the Existing Lender or Lender acting through its previous Facility
Office would have been if the assignment, transfer or change had not
occurred.

	23.3 	
      Limitation of responsibility of the Existing
      Lender




	 	(a) 	
      Unless expressly agreed to the contrary, the Existing
      Lender makes no representation or warranty and assumes no responsibility
      to a New Lender for:




	 	(i) 	
      the legality, validity, effectiveness, adequacy or
      enforceability of the Finance Documents, the Transaction Security or any
      other documents;

	 	 	 
	 	(ii) 	
      the financial condition of any Obligor;

	 	 	 
	 	(iii) 	
      the performance and observance by any Obligor of its
      obligations under the Finance Documents or any other documents;
  or

	 	 	 
	 	(iv) 	
      the accuracy of any statements (whether written or oral)
      made in or in connection with any Finance Document or any other
      document,



and any representations or warranties
implied by law are excluded. 

	 	(b) 	
      Each New Lender confirms to the Existing Lender, the
      other Finance Parties and the Secured Parties that
it:




	 	(i) 	
      has made (and shall continue to make) its own independent
      investigation and assessment of the financial condition and affairs of
      each Obligor and its related entities in connection with its participation
      in this Agreement and has not relied exclusively on any information
      provided to it by the Existing Lender or any other Finance Party in
      connection with any Finance Document or the Transaction Security;
    and

	 	 	 
	 	(ii) 	
      will continue to make its own independent appraisal of
      the creditworthiness of each Obligor and its related entities whilst any
      amount is or may be outstanding under the Finance Documents or any
      Commitment is in force.




	 	(c) 	
      Nothing in any Finance Document obliges an Existing
      Lender to:




	 	(i) 	
      accept a re-transfer or re-assignment from a New Lender
      of any of the rights and obligations assigned or transferred under this
      clause 23; or

	 	 	 
	 	(ii) 	
      support any losses directly or indirectly incurred by the
      New Lender by reason of the non-performance by any Obligor of its
      obligations under the Finance Documents or
otherwise.




	23.4 	
      Procedure for transfer




	 	(a) 	
      Subject to the conditions set out in clause 23.2
      (Conditions of assignment or transfer) a transfer is effected in
      accordance with paragraph 0 below when the Existing Lender executes an
      otherwise duly completed Transfer Certificate by the New Lender. The
      Existing Lender shall, subject to paragraph 0 below, as soon as reasonably
      practicable after receipt by it of a duly completed Transfer Certificate
      appearing on its face to comply with the terms of this Agreement and
      delivered in accordance with the terms of this Agreement, execute that Transfer
Certificate. 



77




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(b) 	
      The Borrower and the other Finance Parties irrevocably
      authorise the Lender to execute any Transfer Certificate on their behalf,
      without any consultation with them.

	 	 	 
	 	(c) 	
      The Lender shall only be obliged to execute a Transfer
      Certificate delivered to it once it is satisfied that it has complied with
      all necessary know your customer or other similar checks under all
      applicable laws and regulations in relation to the transfer to such New
      Lender.

	 	 	 
	 	(d) 	
      Subject to clause 0 (Pro rata interest
      settlement), on the Transfer Date:




	 	(i) 	
      to the extent that in the Transfer Certificate the
      Existing Lender seeks to transfer by novation its rights and obligations
      under the Finance Documents and in respect of the Transaction Security
      each of the Obligors and the Existing Lender shall be released from
      further obligations towards one another under the Finance Documents and in
      respect of the Transaction Security and their respective rights against
      one another under the Finance Documents and in respect of the Transaction
      Security shall be cancelled (being the Discharged Rights and
      Obligations);

	 	 	 
	 	(ii) 	
      each of the Obligors and the New Lender shall assume
      obligations towards one another and/or acquire rights against one another
      which differ from the Discharged Rights and Obligations only insofar as
      that Obligor and the New Lender have assumed and/or acquired the same in
      place of that Obligor and the Existing Lender;

	 	 	 
	 	(iii) 	
      the New Lender shall acquire the same rights and assume
      the same obligations in respect of the Transaction Security as they would
      have acquired and assumed had the New Lender been the Lender with the
      rights and/or obligations acquired or assumed by it as a result of the
      transfer and to that extent the Security Agent and the Existing Lender
      shall each be released from further obligations to each other under the
      Finance Documents; and

	 	 	 
	 	(iv) 	
      the New Lender shall become a Party as the
  Lender.




	23.5 	
      Procedure for
assignment




	 	(a) 	
      Subject to the conditions set out in clause 23.2
      (Conditions of assignment or transfer) an assignment may be
      effected in accordance with paragraph 0 below when the Lender executes an
      otherwise duly completed Assignment Agreement delivered to it by the New
      Lender. The Lender shall, subject to paragraph 0 below, as soon as
      reasonably practicable after receipt by it of a duly completed Assignment
      Agreement appearing on its face to comply with the terms of this Agreement
      and delivered in accordance with the terms of this Agreement, execute that
      Assignment Agreement.

	 	 	 
	 	(b) 	
      The Borrower and the other Finance Parties irrevocably
      authorise the Lender to execute any Assignment Agreement on their behalf,
      without any consultation with them

	 	 	 
	 	(c) 	
      The Lender shall only be obliged to execute an Assignment
      Agreement delivered to it by the New Lender once it is satisfied it has
      complied with all necessary know your customer or other similar checks
      under all applicable laws and regulations in relation to the assignment to
      such New Lender.



78




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(d) 	
      Subject to clause 23.8 (Pro rata interest
      settlement), on the Transfer Date:




	 	(i) 	
      the Existing Lender will assign absolutely to the New
      Lender its rights under the Finance Documents and in respect of the
      Transaction Security expressed to be the subject of the assignment in the
      Assignment Agreement;

	 	 	 
	 	(ii) 	
      the Existing Lender will be released from the obligations
      (the Relevant Obligations) expressed to be the subject of the
      release in the Assignment Agreement (and any corresponding obligations by
      which it is bound in respect of the Transaction Security); and

	 	 	 
	 	(iii) 	
      the New Lender shall become a Party as the Lender and
      will be bound by obligations equivalent to the Relevant
  Obligations.




	 	(e) 	
      The Lender may utilise procedures other than those set
      out in this clause 23.5 to assign their rights under the Finance Documents
      (but not, without the consent of the relevant Obligor or unless in
      accordance with clause 23.4 (Procedure for transfer), to obtain a
      release by that Obligor from the obligations owed to that Obligor by the
      Lender nor the assumption of equivalent obligations by a New Lender)
      provided that they comply with the conditions set out in clause 0
      (Conditions of assignment or transfer).




	23.6 	
      Copy of Transfer Certificate, Assignment Agreement or
      Amendment Confirmation to Borrower



The Lender shall, as soon as reasonably
practicable after it has executed a Transfer Certificate, an Assignment
Agreement or an Amendment Confirmation, send to the Borrower a copy of that
Transfer Certificate, Assignment Agreement or Amendment Confirmation. 

	23.7 	
      Security over the Lender’s
rights



In addition to the other rights
provided the Lender under this clause 23, the Lender may without consulting with
or obtaining consent from any Obligor, at any time charge, assign or otherwise
create Security in or over (whether by way of collateral or otherwise) all or
any of its rights under any Finance Document to secure obligations of that
Lender including, without limitation: 

	 	(a) 	
      any charge, assignment or other Security to secure
      obligations to a federal reserve or central bank; and

	 	 	 
	 	(b) 	
      in the case of the Lender which is a fund, any charge,
      assignment or other Security granted to any holders (or trustee or
      representatives of holders) of obligations owed, or securities issued, by
      that Lender as security for those obligations or
  securities,



except that no such charge, assignment
or Security shall: 

	 	(i) 	
      release the Lender from any of its obligations under the
      Finance Documents or substitute the beneficiary of the relevant charge,
      assignment or Security for the Lender as a party to any of the Finance
      Documents; or

	 	 	 
	 	(ii) 	
      require any payments to be made by an Obligor other than
      or in excess of, or grant to any person any more extensive rights than,
      those required to be made or granted to the relevant Lender under the
      Finance Documents.





79




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 
	23.8 	
      Pro rata interest
settlement




	 	(a) 	
      Any interest or fees in respect of the relevant
      participation which are expressed to accrue by reference to the lapse of
      time shall continue to accrue in favour of the Existing Lender up to but
      excluding the Transfer Date (Accrued Amounts) and shall become due
      and payable to the Existing Lender (without further interest accruing on
      them) on the last day of the current Interest Period (or, if the Interest
      Period is longer than six (6) Months, on the next of the dates which falls
      at six (6) Monthly intervals after the first day of that Interest
      Period).

	 	 	 
	 	(b) 	
      The rights assigned or transferred by the Existing Lender
      will not include the right to the Accrued Amounts, so that, for the
      avoidance of doubt:




	 	(i) 	
      when the Accrued Amounts become payable, those Accrued
      Amounts will be payable to the Existing Lender; and

	 	 	 
	 	(ii) 	
      the amount payable to the New Lender on that date will be
      the amount which would, but for the application of this clause 23.8, have
      been payable to it on that date, but after deduction of the Accrued
      Amounts.




	 	(c) 	
      In this clause references to 23.8Interest Period
      shall be construed to include a reference to any other period for
      accrual of fees.




	24 	
      Restriction on Debt Purchase
  Transactions



The Borrower shall not, and shall
procure that and each other member of the Group shall not, enter into any Debt
Purchase Transaction or beneficially own all or any part of the share capital of
a company that is the Lender or a party to a Debt Purchase Transaction. 

	25 	
      Changes to the
Obligors




	25.1 	
      Assignments and transfer by
  Obligors



No Obligor may assign any of its rights
or transfer any of its rights or obligations under the Finance Documents. 

80




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

ADMINISTRATION 

	26 	
      Payment Mechanics




	26.1 	
      Distributions to an
Obligor



The Lender may (with the consent of the
Obligor or in accordance with clause 27 (Set-off)) apply any amount
received by it for that Obligor in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from that Obligor under the
Finance Documents or in or towards purchase of any amount of any currency to be
so applied. 

	26.2 	
      Clawback




	 	(a) 	
      Where a sum is to be paid to the Lender under the Finance
      Documents for another Party, the Lender is not obliged to pay that sum to
      that other Party (or to enter into or perform any related exchange
      contract) until it has been able to establish to its satisfaction that it
      has actually received that sum.

	 	 	 
	 	(b) 	
      If the Lender pays an amount to another Party and it
      proves to be the case that such Party had not actually received that
      amount, then the Party to whom that amount (or the proceeds of any related
      exchange contract) was paid by the Lender shall on demand refund the same
      to the Lender together with interest on that amount from the date of
      payment to the date of receipt by the Lender, calculated by the Lender to
      reflect its cost of funds.




	26.3 	
      Partial payments




	 	(a) 	
      If the Lender receives a payment that is insufficient to
      discharge all the amounts then due and payable by an Obligor under the
      Finance Documents, the Lender shall apply that payment towards the
      obligations of that Obligor under the Finance Documents in the following
      order:




	 	(i) 	
      first, in or towards payment pro rata of any
      unpaid fees, costs and expenses of the Lender or the Security Agent under
      the Finance Documents;

	 	 	 
	 	(ii) 	
      secondly, in or towards payment pro rata of any
      accrued interest, fee or commission due but unpaid under this
      Agreement;

	 	 	 
	 	(iii) 	
      thirdly, in or towards payment pro rata of any
      principal due but unpaid under this Agreement; and

	 	 	 
	 	(iv) 	
      fourthly, in or towards payment pro rata of any
      other sum due but unpaid under the Finance
Documents.




	 	(b) 	
      The Lender may vary the order set out in paragraphs 00 to
      0 above.




	 	(c) 	
      Paragraphs 0 and 0 above will override any appropriation
      made by an Obligor.




	26.4 	
      No set-off by Obligors



All payments to be made by an Obligor
under the Finance Documents shall be calculated and be made without (and free
and clear of any deduction for) set-off or counterclaim. 

81 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	26.5 	
      Business Days




	 	(a) 	
      Any payment under the Finance Documents which is due to
      be made on a day that is not a Business Day shall be made on the next
      Business Day in the same calendar month (if there is one) or the preceding
      Business Day (if there is not).

	 	 	 
	 	(b) 	
      During any extension of the due date for payment of any
      principal or Unpaid Sum under this Agreement interest is payable on the
      principal or Unpaid Sum at the rate payable on the original due
    date.




	26.6 	
      Currency of account




	 	(a) 	
      Subject to paragraphs 0 and 0 below, dollars is the
      currency of account and payment for any sum due from an Obligor under any
      Finance Document.

	 	 	 
	 	(b) 	
      Each payment in respect of costs, expenses or Taxes shall
      be made in the currency in which the costs, expenses or Taxes are
      incurred.

	 	 	 
	 	(c) 	
      Any amount expressed to be payable in a currency other
      than dollars shall be paid in that other
currency.




	26.7 	
      Change of currency




	 	(a) 	
      Unless otherwise prohibited by law, if more than one
      currency or currency unit are at the same time recognised by the central
      bank of any country as the lawful currency of that country,
  then:




	 	(i) 	
      any reference in the Finance Documents to, and any
      obligations arising under the Finance Documents in, the currency of that
      country shall be translated into, or paid in, the currency or currency
      unit of that country designated by the Lender (after consultation with the
      Borrower); and

	 	 	 
	 	(ii) 	
      any translation from one currency or currency unit to
      another shall be at the official rate of exchange recognised by the
      central bank for the conversion of that currency or currency unit into the
      other, rounded up or down by the Lender (acting
  reasonably).




	 	(b) 	
      If a change in any currency of a country occurs, this
      Agreement will, to the extent the Lender (acting reasonably and after
      consultation with the Borrower) specifies to be necessary, be amended to
      comply with any generally accepted conventions and market practice in the
      Relevant Interbank Market and otherwise to reflect the change in
      currency.




	26.8 	
      Disruption to Payment Systems
  etc.



If either the Lender determines (in its
discretion) that a Disruption Event has occurred or the Lender is notified by
the Borrower that a Disruption Event has occurred: 

	 	(a) 	
      the Lender may, and shall if requested to do so by the
      Borrower, consult with the Borrower with a view to agreeing with the
      Borrower such changes to the operation or administration of the Facility
      as the Lender may deem necessary in the circumstances;

	 	 	 
	 	(b) 	
      the Lender shall not be obliged to consult with the
      Borrower in relation to any changes mentioned in paragraph 0 if, in its
      opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to
agree to such changes; 



82




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(c) 	
      the Lender may consult with the Finance Parties in
      relation to any changes mentioned in paragraph 0 but shall not be obliged
      to do so if, in its opinion, it is not practicable to do so in the
      circumstances;

	 	 	 
	 	(d) 	
      any such changes agreed upon by the Lender and the
      Borrower shall (whether or not it is finally determined that a Disruption
      Event has occurred) be binding upon the Parties as an amendment to (or, as
      the case may be, waiver of) the terms of the Finance Documents
      notwithstanding the provisions of clause 32 (Amendments and
      Waivers);

	 	 	 
	 	(e) 	
      the Lender shall not be liable for any damages, costs or
      losses whatsoever (including, without limitation for negligence, gross
      negligence or any other category of liability whatsoever but not including
      any claim based on the fraud of the Lender) arising as a result of its
      taking, or failing to take, any actions pursuant to or in connection with
      this clause 26.8; and

	 	 	 
	 	(f) 	
      the Lender shall notify the Finance Parties of all
      changes agreed pursuant to paragraph 0 above.




	27 	
      Set-Off



A Finance Party may set off any matured
obligation due from an Obligor under the Finance Documents (to the extent
beneficially owned by that Finance Party) against any matured obligation owed by
that Finance Party to that Obligor, regardless of the place of payment, booking
branch or currency of either obligation. If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of the set-off. 

	28 	
      Notices




	28.1 	
      Communications in writing



Any communication to be made under or
in connection with the Finance Documents shall be made in writing and, unless
otherwise stated, may be made by fax or letter. 

	28.2 	
      Addresses



The address and fax number (and the
department or officer, if any, for whose attention the communication is to be
made) of each Party for any communication or document to be made or delivered
under or in connection with the Finance Documents is: 

	 	(a) 	
      in the case of any Obligor, that identified with its name
      below;

	 	 	 
	 	(b) 	
      in the case of the Lender or the Security Agent, that
      identified with its name below,



or any substitute address or fax number
or department or officer as the Party may notify to the Lender by not less than
five (5) Business Days' notice. 

	28.3 	
      Delivery




	 	(a) 	
      Any communication or document made or delivered by one
      person to another under or in connection with the Finance Documents will
      only be effective:



83




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(i) 	
      if by way of fax, when received in legible form;
  or

	 	 	 
	 	(ii) 	
      if by way of letter, when it has been left at the
      relevant address or five Business Days after being deposited in the post
      postage prepaid in an envelope addressed to it at that address;

	 	 	 
	 		
      and, if a particular department or officer is specified
      as part of its address details provided under clause 28.2
      (Addresses), if addressed to that department or
  officer.




	 	(b) 	
      Any communication or document to be made or delivered to
      the Lender or the Security Agent will be effective only when actually
      received by Lender or the Security Agent and then only if it is expressly
      marked for the attention of the department or officer identified with the
      Lender’s or the Security Agent’s signature below (or any substitute
      department or officer as the Lender or the Security Agent shall specify
      for this purpose).

	 	 	 
	 	(c) 	
      All notices from or to an Obligor shall be sent through
      the Lender.

	 	 	 
	 	(d) 	
      Any communication or document made or delivered to the
      Borrower in accordance with this clause will be deemed to have been made
      or delivered to each of the Obligors.

	 	 	 
	 	(e) 	
      Any communication or document which becomes effective, in
      accordance with paragraphs 0 to 0 above, after 5:00 p.m. in the place of
      receipt shall be deemed only to become effective on the following day
      (unless mutually agreed otherwise by all parties to the communication or
      document).




	28.4 	
      Notification of address and fax
  number



Promptly upon receipt of notification
of an address or fax number or change of address or fax number pursuant to
clause 28.2 (Addresses) or changing its own address or fax number, the
Lender shall notify the other Parties. 

	28.5 	
      Electronic
communication




	 	(a) 	
      Any communication to be made between any two Parties
      under or in connection with the Finance Documents may be made by
      electronic mail or other electronic means, to the extent that those two
      Parties agree that, unless and until notified to the contrary, this is to
      be an accepted form of communication and if those two
  Parties:




	 	(i) 	
      notify each other in writing of their electronic mail
      address and/or any other information required to enable the sending and
      receipt of information by that means; and

	 	 	 
	 	(ii) 	
      notify each other of any change to their address or any
      other such information supplied by them by not less than five (5) Business
      Days' notice.




	 	(b) 	
      Any electronic communication made between those two
      Parties will be effective only when actually received in readable form and
      in the case of any electronic communication made by a Party to the Lender
      or the Security Agent only if it is addressed in such a manner as the
      Lender or Security Agent shall specify for this purpose.

	 	 	 
	 	(c) 	
      Any electronic communication which becomes effective, in
      accordance with paragraph 0 above, after 5.00 p.m. in the place of receipt
      shall be deemed only to become effective on the following
  day.



84




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	28.6 	
      English language




	 	(a) 	
      Any notice given under or in connection with any Finance
      Document must be in English.

	 	 	 
	 	(b) 	
      All other documents provided under or in connection with
      any Finance Document must be:




	 	(i) 	
      in English; or

	 	 	 
	 	(ii) 	
      if not in English, and if so required by the Lender,
      accompanied by a certified English translation and, in this case, the
      English translation will prevail unless the document is a constitutional,
      statutory or other official document.




	29 	
      Calculations and
Certificates




	29.1 	
      Accounts



In any litigation or arbitration
proceedings arising out of or in connection with a Finance Document, the entries
made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate. 

	29.2 	
      Certificates and
Determinations



Any certification or determination by a
Finance Party of a rate or amount under any Finance Document is, in the absence
of manifest error, conclusive evidence of the matters to which it relates. 

	29.3 	
      Day count convention



Any interest, commission or fee
accruing under a Finance Document will accrue from day to day and is calculated
on the basis of the actual number of days elapsed and a year of three hundred
sixty (360) days or, in any case where the practice in the Relevant Interbank
Market differs, in accordance with that market practice. 

	30 	
      Partial Invalidity



If, at any time, any provision of the
Finance Documents is or becomes illegal, invalid or unenforceable in any respect
under any law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in
any way be affected or impaired. 

	31 	
      Remedies and Waivers



No failure to exercise, nor any delay
in exercising, on the part of any Finance Party or Secured Party, any right or
remedy under a Finance Document shall operate as a waiver of any such right or
remedy or constitute an election to affirm any Finance Document. No election to
affirm any Finance Document on the part of any Finance Party or Secured Party
shall be effective unless it is in writing. No single or partial exercise of any
right or remedy shall prevent any further or other exercise or the exercise of
any other right or remedy. The rights and remedies provided in each Finance
Document are cumulative and not exclusive of any rights or remedies provided by
law. 

85 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	32 	
      Amendments and Waivers




	32.1 	
      Intercreditor Agreement



This clause 32 is subject to the terms
of the Intercreditor Agreement. 

	32.2 	
      Required consents




	 	(a) 	
      Subject to clause 32.3 (Lender matters) and clause
      32.4 (Other exceptions), any term of the Finance Documents may be
      amended or waived only with the consent of Lender and the Obligors and any
      such amendment or waiver will be binding on all Parties.

	 	 	 
	 	(b) 	
      The Lender may effect, on behalf of any Finance Party,
      any amendment or waiver permitted by this clause 32.

	 	 	 
	 	(c) 	
      Notwithstanding clause (a) and (b) above, the Lender
      shall not amend, supplement or restate the terms of any Finance Document
      in such a way that such amendment, supplement or restatement would,
      materially affect the rights of the Hedge Counterparty without the prior
      written consent of the Hedge Counterparty.




	32.3 	
      Lender matters




	 	(a) 	
      An amendment, waiver or (in the case of a Transaction
      Security Document) a consent of, or in relation to, any term of any
      Finance Document that has the effect of changing or which relates
    to:




	 	(i) 	
      an extension to the date of payment of any amount under
      the Finance Documents;

	 	 	 
	 	(ii) 	
      a reduction in the Margin or a reduction in the amount of
      any payment of principal, interest, fees or commission payable;

	 	 	 
	 	(iii) 	
      an increase in the Commitment (except pursuant to clause
      0 (Amendment to Commitment), an extension of the Availability
      Period or any requirement that a cancellation reduces the Commitment of
      the Lender under the Facility;

	 	 	 
	 	(iv) 	
      a change to the Borrower or the Guarantors;

	 	 	 
	 	(v) 	
      any provision which expressly requires the consent of all
      the Lender;

	 	 	 
	 	(vi) 	
      clause 0 (Finance Parties' rights and
      obligations), clause 0 (Extension option), clause 0 (Changes
      to the Lender), this clause 32, the governing law of any Finance
      Document or clause 0 (Jurisdiction of British Columbia
    courts);

	 	 	 
	 	(vii) 	
      the nature or scope of:




	 	(A) 	
      the guarantee and indemnity granted under clause 0
      (Guarantee and Indemnity);

	 	 	 
	 	(B) 	
      the Charged Property; or

	 	 	 
	 	(C) 	
      the manner in which the proceeds of enforcement of the
      Transaction Security are distributed,



(except, in the case of paragraphs (B)
and (C) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction
Security where such sale or disposal is expressly permitted under this Agreement
or any other Finance Document); 

86




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(viii) 	
      the release of any guarantee and indemnity granted under
      clause 0 (Guarantee and indemnity) or of any Transaction Security
      (unless permitted under this Agreement or any other Finance Document or
      relating to a sale or disposal of an asset which is the subject of the
      Transaction Security where such sale or disposal is expressly permitted
      under this Agreement or any other Finance Document); or

	 	 	 
	 	(ix) 	
      any amendment to the order of priority or subordination
      under the Intercreditor Agreement,



shall not be made or given without the
prior consent of all the Lender. 

	32.4 	
      Other exceptions



An amendment or waiver which relates to
the rights or obligations of the Lender or the Security Agent (each in their
capacity as such) may not be effected without the consent of the Lender or the
Security Agent. 

	33 	
      Confidentiality




	33.1 	
      Confidential Information



Each Finance Party agrees to keep all
Confidential Information confidential and not to disclose it to anyone, save to
the extent permitted by clause 0 (Disclosure of Confidential
Information), and to ensure that all Confidential Information is protected
with security measures and a degree of care that would apply to its own
confidential information. 

	33.2 	
      Disclosure of Confidential
  Information



Any Finance Party may disclose: 

	 	(a) 	
      to any of its Affiliates (including branches) and Related
      Funds and any representatives in any jurisdiction and any of its or their
      officers, directors, employees, professional advisers, insurers, insurance
      brokers, service providers, rating agencies, direct or indirect providers
      of credit protection, auditors, partners and Representatives such
      Confidential Information as that Finance Party shall consider appropriate
      if any person to whom the Confidential Information is to be given pursuant
      to this paragraph 0 is informed in writing of its confidential nature and
      that some or all of such Confidential Information may be price- sensitive
      information except that there shall be no such requirement to so inform if
      the recipient is subject to professional obligations to maintain the
      confidentiality of the information or is otherwise bound by requirements
      of confidentiality in relation to the Confidential Information;

	 	 	 
	 	(b) 	
      to any person:




	 	(i) 	
      to (or through) whom it assigns or transfers (or may
      potentially assign or transfer) all or any of its rights and/or
      obligations under one or more Finance Documents or which succeeds (or
      which may potentially succeed) it as Lender or Security Agent and, in each
      case, to any of that person's Affiliates, Related Funds, Representatives
      and professional advisers;



87




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(ii) 	
      with (or through) whom it enters into (or may potentially
      enter into), whether directly or indirectly, any sub-participation,
      insurance or brokerage arrangement in relation to, or any other
      transaction under which payments are to be made or may be made by
      reference to, one or more Finance Documents and/or one or more Obligors
      and to any of that person's Affiliates, Related Funds, Representatives and
      professional advisers;

	 	 	 
	 	(iii) 	
      appointed by any Finance Party or by a person to whom
      paragraph 00 or 0 above applies to receive communications, notices,
      information or documents delivered pursuant to the Finance Documents on
      its behalf;

	 	 	 
	 	(iv) 	
      who invests in or otherwise finances (or may potentially
      invest in or otherwise finance), directly or indirectly, any transaction
      referred to in paragraph 00 or 00 above;

	 	 	 
	 	(v) 	
      to whom information is required or requested to be
      disclosed by any court of competent jurisdiction or any governmental,
      quasi-governmental, administrative, supervisory, banking, taxation or
      other regulatory authority or similar body, court or tribunal, the rules
      of any relevant stock exchange or pursuant to any applicable law or
      regulation;

	 	 	 
	 	(vi) 	
      to whom information is required to be disclosed in
      connection with, and for the purposes of, any litigation, arbitration,
      administrative or other investigations, proceedings or disputes;

	 	 	 
	 	(vii) 	
      to whom or for whose benefit that Finance Party charges,
      assigns or otherwise creates Security (or may do so) pursuant to clause 0
      (Security over Lender’s rights);

	 	 	 
	 	(viii) 	
      who is a Party; or

	 	 	 
	 	(ix) 	
      with the consent of the Borrower;



in each case, such Confidential
Information as that Finance Party shall consider appropriate if: 

	 	(A) 	
      in relation to paragraphs 00, 00 and 00 above, the person
      to whom the Confidential Information is to be given has entered into a
      confidentiality undertaking except that there shall be no requirement for
      a confidentiality undertaking if the recipient is a professional adviser
      and is subject to professional obligations to maintain the confidentiality
      of the Confidential Information;

	 	 	 
	 	(B) 	
      in relation to paragraph 00 above, the person to whom the
      Confidential Information is to be given has entered into a confidentiality
      undertaking or is otherwise bound by requirements of confidentiality in
      relation to the Confidential Information they receive and is informed that
      some or all of such Confidential Information may be price-sensitive
      information;

	 	 	 
	 	(C) 	
      in relation to paragraphs 00, 00 and 00 above, the person
      to whom the Confidential Information is to be given is informed of its
      confidential nature and that some or all of such Confidential Information
      may be price-sensitive information; and



88




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(c) 	
      to any person appointed by that Finance Party or by a
      person to whom paragraph (b)(i) or (b)(ii) above applies to provide
      administration or settlement services in respect of one or more of the
      Finance Documents including without limitation, in relation to the trading
      of participations in respect of the Finance Documents, such Confidential
      Information as may be required to be disclosed to enable such service
      provider to provide any of the services referred to in this paragraph 0 if
      the service provider to whom the Confidential Information is to be given
      has entered into a confidentiality agreement substantially in a form
      attached hereto as Schedule 33.2(c);

	 	 	 
	 	(d) 	
      to any rating agency (including its professional
      advisers) such Confidential Information as may be required to be disclosed
      to enable such rating agency to carry out its normal rating activities in
      relation to the Finance Documents and/or the Obligors if the rating agency
      to whom the Confidential Information is to be given is informed of its
      confidential nature and that some or all of such Confidential Information
      may be price-sensitive information; and

	 	 	 
	 	(e) 	
      where such Finance Party is the Lender, at its own
      expense, its involvement in the Facility by way of internal and external
      pitch documents and the placement of “tombstone” or other advertisements
      in financial and other newspapers and journals (and such other methods of
      publication as the Lender may choose from time to
time).




	33.3 	
      Entire agreement



This clause 33 (Confidentiality)
constitutes the entire agreement between the Parties in relation to the
obligations of the Finance Parties under the Finance Documents regarding
Confidential Information and supersedes any previous agreement, whether express
or implied, regarding Confidential Information. 

	33.4 	
      Inside information



Each of the Finance Parties
acknowledges that some or all of the Confidential Information is or may be
price-sensitive information and that the use of such information may be
regulated or prohibited by applicable legislation including securities law
relating to insider dealing and market abuse and each of the Finance Parties
undertakes not to use any Confidential Information for any unlawful purpose.


	33.5 	
      Notification of disclosure



Each of the Finance Parties agrees (to
the extent permitted by law and regulation) to inform the Borrower: 

	 	(a) 	
      of the circumstances of any disclosure of Confidential
      Information made pursuant to paragraph 00 of clause 0 (Disclosure of
      Confidential Information) except where such disclosure is made to any
      of the persons referred to in that paragraph during the ordinary course of
      its supervisory or regulatory function; and

	 	 	 
	 	(b) 	
      upon becoming aware that Confidential Information has
      been disclosed in breach of this clause 0
  (Confidentiality).




	33.6 	
      Continuing obligations



The obligations in this clause 0
(Confidentiality) are continuing and, in particular, shall survive and
remain binding on each Finance Party for a period of twelve (12) months from the
earlier of: 

89 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(a) 	
      the date on which all amounts payable by the Obligors
      under or in connection with this Agreement have been paid in full and all
      Commitment have been cancelled or otherwise cease to be available;
    and

	 	 	 
	 	(b) 	
      the date on which such Finance Party otherwise ceases to
      be a Finance Party.




	34 	
      Interest Act of Canada



For the purposes of the Interest Act
(Canada) and disclosure thereunder, whenever any interest or any fee to be
paid hereunder or in connection herewith is to be calculated on the basis of a
360-day or 365-day year, the yearly rate of interest to which the rate used in
such calculation is equivalent to the rate so used multiplied by the actual
number of days in the calendar year in which the same is to be ascertained and
divided by 360 or 365, as applicable. The rates of interest under this Agreement
are nominal rates, and not effective rates or yields. The principle of deemed
reinvestment of interest does not apply to any interest calculation under this
Agreement. 

	35 	
      Usury



If any provision of this Agreement
would oblige the Borrower to make any payment of interest or other amount
payable to any Finance Party in an amount or calculated at a rate which would be
prohibited by law or would result in a receipt by that 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 with retroactive effect to the maximum amount or
rate of interest, as the case may be, as would not be so prohibited by law or so
result in a receipt by the Lender of “interest” at a “criminal rate”, such
adjustment to be effected, to the extent necessary (but only to the extent
necessary), as follows: 

	 	(a) 	
      first, by reducing the amount or rate of interest;
    and

	 	 	 
	 	(b) 	
      thereafter, by reducing any fees, commissions, costs,
      expenses, premiums and other amounts required to be paid to such Finance
      Party which would constitute interest for purposes of section 347 of the
      Criminal Code (Canada),



in each case, if necessary, to be
effected by repayment by such Finance Party to the Borrower of any amount
already received by such Finance Party that would be reduced by this Section (it
being agreed that such Finance Party may elect whether to effect such repayment
and reduction by return of shares or by payment of the applicable amount in cash
to the Borrower). 

	36 	
      Future Financings



The Borrower agrees in good faith to
provide the Lender with the right to offer future debt finance ([****])
and trading business on an equal basis with any other parties; further in the
event that a club of syndicated transaction is proposed with another arranger
that requires more than one lender, the Borrower will use reasonable commercial
efforts to offer the Lender the opportunity to participate on an equal basis in
the transaction. The Borrower will also undertake to consider using the Lender’s
corporate advisory services should the opportunity arise. For greater certainty,
this provision shall not restrict the Borrower from fulfilling prior agreements
entered into with other financial institutions in relation to non-lending
services.

	37 	
      Counterparts



Each Finance Document may be executed
in any number of counterparts, and this has the same effect as if the signatures
on the counterparts were on a single copy of the Finance Document. 

90 




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	38 	
      Contractual Recognition of
  Bail-In



Notwithstanding any other term of any
Finance Document or any other agreement, arrangement or understanding between
the Parties, each Party acknowledges and accepts that any liability of any Party
to any other Party under or in connection with the Finance Documents may be
subject to Bail-In Action by the relevant Resolution Authority and acknowledges
and accepts to be bound by the effect of:

	 	(a) 	
      any Bail-In Action in relation to any such liability,
      including (without limitation):




	 	(i) 	
      a reduction, in full or in part, in the principal amount,
      or outstanding amount due (including any accrued but unpaid interest) in
      respect of any such liability;

	 	 	 
	 	(ii) 	
      a conversion of all, or part of, any such liability into
      shares or other instruments of ownership that may be issued to, or
      conferred on, it; and

	 	 	 
	 	(iii) 	
      a cancellation of any such liability;
  and




	(b) 	
      a variation of any term of any Finance Document to the
      extent necessary to give effect to any Bail-In Action in relation to any
      such liability.



GOVERNING LAW AND ENFORCEMENT 

	39 	
      Governing Law



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

	40 	
      Enforcement




	40.1 	
      Jurisdiction of British Columbia
  courts




	 	(a) 	
      The courts of British Columbia have exclusive
      jurisdiction to settle any dispute arising out of or in connection with
      this Agreement (including a dispute relating to the existence, validity or
      termination of this Agreement or any non-contractual obligation arising
      out of or in connection with this Agreement) (a Dispute).

	 	 	 
	 	(b) 	
      The Parties agree that the courts of British Columbia are
      the most appropriate and convenient courts to settle Disputes and
      accordingly no Party will argue to the contrary.

	 	 	 
	 	(c) 	
      This clause 0 is for the benefit of the Finance Parties
      and the Secured Parties only. As a result, no Finance Party or Secured
      Party shall be prevented from taking proceedings relating to a Dispute in
      any other courts with jurisdiction. To the extent allowed by law, the
      Finance Parties and the Secured Parties may take concurrent proceedings in
      any number of jurisdictions.




	40.2 	
      Service of process




	 	(a) 	
      Without prejudice to any other mode of service allowed
      under any relevant law, each Obligor, other than the Borrower, 0985472 and
      Klondex Canada (the Non-British Columbia Obligors):



91




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(i) 	
      irrevocably appoints the Borrower as its agent for
      service of process in relation to any proceedings before the British
      Columbia courts in connection with any Finance Document; and

	 	 	 
	 	(ii) 	
      agrees that failure by an agent for service of process to
      notify the relevant Non- British Obligor of the process will not
      invalidate the proceedings concerned.




	 	(b) 	
      If any person appointed as an agent for service of
      process is unable for any reason to act as agent for service of process,
      the Borrower (on behalf of all Non-British Obligors) must immediately (and
      in any event within five (5) Business Days of such event taking place)
      appoint another agent on terms acceptable to the
Lender.




	41 	
      Waiver of immunity




	41.1 	
      Waiver of Immunity



Each Obligor irrevocably and
unconditionally: 

	 	(a) 	
      agrees not to claim in any jurisdiction, for itself or in
      respect of its assets, immunity from suit, execution, attachment (whether
      in aid of execution, before judgment or otherwise) or other legal process
      and waives such present or future immunity, whether claimed or not;
    and

	 	 	 
	 	(b) 	
      consents generally to the giving of any relief or the
      issue of any process in connection with any proceedings, including the
      making, enforcement or execution against any property of any nature
      (irrespective of its use or intended use) of any order or judgement which
      may be made or given in any proceedings.



This Agreement has been entered into on the date stated at
the beginning of this Agreement. 

92




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Schedule 1 
Conditions Precedent 

	1 	
      Original Obligors




	 	(a) 	
      A copy of the charter documents of each
Obligor.

	 	 	 
	 	(b) 	
      A copy of a resolution of the board of directors of each
      Obligor:




	 	(i) 	
      approving the terms of, and the transactions contemplated
      by, the Finance Documents to which it is a party and resolving that it
      execute the Finance Documents to which it is a party;

	 	 	 
	 	(ii) 	
      authorising a specified person or persons to execute the
      Finance Documents to which it is a party on its behalf; and

	 	 	 
	 	(iii) 	
      authorising a specified person or persons, on its behalf,
      to sign and/or despatch all documents and notices (including, if relevant,
      any Utilization Request) to be signed and/or despatched by it under or in
      connection with the Finance Documents to which it is a
  party.




	 	(c) 	
      A specimen of the signature of each person authorised by
      the resolution referred to in paragraph 0 above.

	 	 	 
	 	(d) 	
      A copy of a resolution signed by all the holders of the
      issued shares in the Borrower approving the terms of, and the transactions
      contemplated by, the Finance Documents to which that Obligor is a
      party.

	 	 	 
	 	(e) 	
      A certificate of each Obligor (signed by a director or by
      the Chief Financial Officer or Treasurer) confirming that borrowing or
      guaranteeing or securing, as appropriate, the Commitment would not cause
      any borrowing, guarantee, security or similar limit binding on it to be
      exceeded.

	 	 	 
	 	(f) 	
      A certificate of an authorised signatory of each Obligor
      certifying that each copy document relating to it specified in this Part I
      of 0is correct, complete and in full force and effect and has not been
      amended or superseded as at a date no earlier than the date of this
      Agreement.

	 	 	 
	 	(g) 	
      A certified copy of the register of members/shareholders
      of each Obligor (other than the Borrower).

	 	 	 
	 	(h) 	
      A certified copy of each Material Licence.

	 	 	 
	 	(i) 	
      Any applicable Fee Letters duly executed by all
      parties.




	2 	
      Finance Documents




	 	(a) 	
      This Agreement duly executed by all original parties to
      it.

	 	 	 
	 	(b) 	
      The Intercreditor Agreement executed by the parties
      thereto (other than the Finance Parties) on or prior to the Utilisation
      Date.

	 	 	 
	 	(c) 	
      At least two (2) originals of each Transaction Security
      Document executed by the relevant Obligor, including the following 



93




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(i) 	
      The guarantees from each Guarantor in favour of the
      Lender;

	 	 	 
	 	(ii) 	
      The general security agreements and first lien security
      agreements granted to the Lender by the Borrower and each
  Guarantor;

	 	 	 
	 	(iii) 	
      The securities pledge agreements granted to the Lender by
      each of the Borrower, 0985472 B.C. Ltd., Klondex Holdings (USA) Inc. and
      Klondex Midas Holdings Limited; and

	 	 	 
	 	(iv) 	
      The perfection certificate provided by the Borrower to
      the Lender;

	 	 	 
	 	(v) 	
      The fee and leasehold deed of trust, assignment of leases
      and rents and security agreement dated February 10, 2014 from Klondex Gold
      & Silver Mining Company in relation to the Fire Creek Mine, as
      amended;

	 	 	 
	 	(vi) 	
      The deed of trust, assignment of leases and rents and
      security agreement dated February 10, 2014 from Klondex Gold & Silver
      Mining Company in relation to the Hot Springs Property, as
  amended;

	 	 	 
	 	(vii) 	
      The deed of trust, assignment of leases and rents and
      security agreement dated February 11, 2014, from Klondex Gold & Silver
      Mining Company in relation to the Maggie Creek Property, as
  amended;

	 	 	 
	 	(viii) 	
      The deed of trust, assignment of leases and rents and
      security agreement dated February 10, 2014, from Klondex Gold & Silver
      Mining Company in relation to the Reef Property, as amended;

	 	 	 
	 	(ix) 	
      The Fee and Leasehold Deed of Trust, Assignment of Leases
      and Rents and Security Agreement dated February 11, 2014, from Klondex
      Midas Operations Inc., in relation to the Midas Property, as
    amended;

	 	 	 
	 	(x) 	
      The environmental indemnity agreement issued by Klondex
      Gold & Silver Mining Company and Klondex Midas Operations Inc. in
      favour of the Lender;

	 	 	 
	 	(xi) 	
      The Ontario and Manitoba debentures made by Klondex
      Canada Ltd. in favour of the Lender; and

	 	 	 
	 	(xii) 	
      All instruments, financing statements, stock powers,
      documents, guarantees and agreements executed in relation to the above
      listed Transaction Security Documents by or on behalf of any Obligor for
      the Lender, Hedge Counterparty or Security
Agent.




	 	(d) 	
      A copy of all notices required to be sent under the
      Transaction Security Documents executed by the relevant Obligors and duly
      acknowledged by the addressee.

	 	 	 
	 	(e) 	
      A copy of all share certificates, transfers and stock
      transfer forms or equivalent duly executed by the relevant Obligor in
      blank in relation to the assets subject to or expressed to be subject to
      the Transaction Security and other documents of title to be provided under
      the Transaction Security Documents.

	 	 	 
	 	(f) 	
      The relevant Obligors have signed all other documents and
      taken all other actions requested by the Lender or the Security Agent to
      enable the Transaction Security to be perfected including all filings, stampings, registrations,
notifications and other actions (or documents to effect such actions) in all
relevant jurisdictions necessary or, in the opinion of legal advisors to the
Lender, acting reasonably, advisable, in order to create in favour of the
Security Agent valid perfected Security over all of the assets purported to be
covered by the Transaction Security. 



94




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(g) 	
      Evidence that any applicable stamp, registration or other
      fees payable in connection with the registration and perfection of the
      creation of the Transaction Security, have been paid.

	 	 	 
	 	(h) 	
      Evidence showing that there is no other Security (other
      than the Transaction Security or Permitted Security) registered against
      the assets of the Obligors.




	3 	
      Finance Documents



A certified copy of each of the Finance
Documents (other than the Finance Documents) executed by the parties to those
documents. 

	4 	
      Insurance




	 	(a) 	
      A letter from the Borrower’s insurance brokers addressed
      to the Lender and the Security Agent listing the insurance policies of the
      Group and confirming that they are on risk and that the insurance for the
      Group at the date of this Agreement is at a level acceptable to the Lender
      and covering appropriate risks for the business carried out by the
      Group.

	 	 	 
	 	(b) 	
      Evidence of insurance cover in full force and effect that
      accords with the terms of this Agreement.




	5 	
      Legal opinions



The following legal opinions, each
addressed to the Finance Parties. 

	 	(a) 	
      A legal opinion of Bennett Jones LLP, Dorsey &
      Whitney LLP and Erwin & Thompson LLP, legal advisers to the
      Borrower.




	6 	
      Other documents and
evidence




	 	(a) 	
      Certified true copies of the Shoreline Asset Purchase
      Agreement and Shoreline Promissory Note.

	 	 	 
	 	(b) 	
      The Base Case Model.

	 	 	 
	 	(c) 	
      A certified copy of the Original Financial
    Statements.

	 	 	 
	 	(d) 	
      Evidence of the Lender’s internal credit approval to
      provide the Facility.

	 	 	 
	 	(e) 	
      An updated list of the fixed assets of each
    Obligor.

	 	 	 
	 	(f) 	
      Evidence that the fees, costs and expenses then due from
      the Borrower pursuant to clause 0 (Fees) and clause 0 (Costs and
      expenses) have been paid or will be paid by the first Utilization
      Date.

	 	 	 
	 	(g) 	
      Satisfactory completion of all "know your customer"
  requirements of the Finance Parties.



95




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	 	 
	 	(h) 	A copy of any other Authorization or other document,
      opinion or assurance which the Lender considers to be necessary or desirable (if it has
      notified the Borrower accordingly) in connection with the entry into and performance of the
      transactions contemplated by any Finance Document or for the validity and enforceability
      of any Finance Document. 



96




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Schedule 2 
Requests 

Part I 
Utilization Request 

From: Klondex Mines Ltd 

To:     [Lender] 

Dated: 

Dear Sirs 

Klondex Mines Ltd – Up to US$25,000,000 Secured Revolving
Facility dated [          ] 2016
(the Agreement) 

	1 	
      We refer to the Agreement. This is a Utilization Request.
      Terms defined in the Agreement have the same meaning in this Utilization
      Request unless given a different meaning in this Utilization
    Request.

	 	 
	2 	
      We wish to borrow a Loan on the following
  terms:




	 	Proposed Utilization Date: 	[     ] (or, if that is not
      a Business Day, the next Business Day) 
	 	 	 
	 	Currency of Loan: 	[     ] 
	 	 	 
	 	Amount: 	[     ] or, if less, the
      Available Commitment 
	 	 	 
	 	Interest Period: 	[          ]  




	3 	
      We confirm that each condition specified in clause 0
      (Further conditions precedent) is satisfied on the date of this
      Utilization Request.

	 	 
	4 	
      [This Loan is to be made in [whole]/[part] for the
      purpose of refinancing [identify maturing Loan.] [The proceeds of
      this Loan should be credited to [account].]

	 	 
	5 	
      This Utilization Request is
irrevocable.



Yours faithfully 

....................................................

authorised signatory for 

Klondex Mines Ltd 

97




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Part II 
Extension Request 

From: Klondex Mines Ltd 

To:     [Lender] 

Dated: 

Dear Sirs 

Klondex Mines Ltd – Up to US$25,000,000 Secured Revolving
Facility dated [          ] 2016
(the Agreement) 

	1 	
      We refer to the Agreement. This is an Extension Request.
      Terms defined in the Agreement have the same meaning in this Extension
      Request unless given a different meaning in this Extension
  Request.

	 	 
	2 	
      We hereby request pursuant to clause 0 (Extension
      option) to extend the Original Final by a further 12 month period to
      ______________.

	 	 
	3 	
      We confirm that no Default is continuing or would result
      from this Extension Request.

	 	 
	4 	
      This Extension Request is
irrevocable.



Yours faithfully 

....................................................

authorised signatory for 

Klondex Mines Ltd 

98




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Part III 
Amendment Request 

From: Klondex Mines Ltd 

To:     [Lender] 

Dated: 

Dear Sirs 

Klondex Mines Ltd – Up to US$25,000,000 Secured Revolving
Facility dated [          ] 2016
(the Agreement) 

	1 	
      We refer to the Agreement. This is an Amendment Request.
      Terms defined in the Agreement have the same meaning in this Amendment
      Request unless given a different meaning in this Amendment
  Request.

	 	 
	2 	
      We hereby request pursuant to clause 0 (Amendment to
      Commitment) that the Commitment be amended to US$[     ].

	 	 
	3 	
      We confirm that no Default is continuing or would result
      from this Amendment Request.

	 	 
	4 	
      This Amendment Request is
irrevocable.



Yours faithfully 

....................................................

authorised signatory for 

Klondex Mines Ltd 

99




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Schedule 3
Form of Transfer Certificate 

To:     Investec Bank PLC 

From: [The New Lender] (the New Lender) 

Dated: 

Klondex Mines Ltd – Up to US$25,000,000 Secured Revolving
Facility dated [          ] 2016
(the Agreement) 

	1 	
      We refer to the Facility Agreement and to the
      Intercreditor Agreement (as defined in the Facility Agreement). This
      agreement (the Agreement) shall take effect as a Transfer Certificate for
      the purpose of the Facility Agreement. Terms defined in the Facility
      Agreement have the same meaning in this Agreement unless given a different
      meaning in this Agreement.

	 	 
	2 	
      We refer to clause 0 (Procedure for
    transfer):




	 	(a) 	
      The Existing Lender and the New Lender agree to the
      Existing Lender transferring to the New Lender by novation, and in
      accordance with clause 0 (Procedure for transfer), all of the
      Existing Lender's rights and obligations under the Agreement and the other
      Finance Documents which relate to that portion of the Existing Lender's
      Commitment and participations in Loans under the Agreement as specified in
      the Schedule.

	 	 	 
	 	(b) 	
      The proposed Transfer Date is [          ].

	 	 	 
	 	(c) 	
      The Facility Office and address, fax number and attention
      details for notices of the New Lender for the purposes of clause 0
      (Addresses) are set out in the
Schedule.




	3 	
      The New Lender expressly acknowledges the limitations on
      the Existing Lender's obligations set out in paragraph 0 of clause 0
      (Limitation of responsibility of Existing Lender).

	 	 
	4 	
      This Transfer Certificate may be executed in any number
      of counterparts and this has the same effect as if the signatures on the
      counterparts were on a single copy of this Transfer Certificate.

	 	 
	5 	
      This Transfer Certificate and any non-contractual
      obligations arising out of or in connection with it are governed by laws
      of the Province of British Columbia, and the federal laws of Canada as
      applicable therein.

	 	 
	6 	
      This Transfer Certificate has been entered into on the
      date stated at the beginning of this Transfer
  Certificate.



100




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

THE SCHEDULE 

Commitment/rights and obligations to be transferred 

[insert relevant details] 
[Facility Office
address, fax number and attention details for notices and account details for
payments,] 

	[Existing Lender] 	[New Lender] 
	 	 
	By: 	By: 


This Agreement is accepted as a Transfer Certificate for the
purposes of the Facility Agreement by the Lender, the Security Agent, and the
Transfer Date is confirmed as
[          ]. 

By: 

101




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Schedule 4
Form of Assignment Agreement 

From: [the New Lender] (the New Lender) 

To:     [the Existing Lender] (the
Existing Lender) 

Dated: 

Klondex Mines Ltd – Up to US$25,000,000 Secured Revolving
Facility dated [           ]
2016 (the Agreement) 

	1 	
      We refer to the Facility Agreement and to the
      Intercreditor Agreement (as defined in the Facility Agreement). This is an
      Assignment Agreement. This agreement (the Agreement) shall take effect as
      an Assignment Agreement for the purpose of the Facility Agreement and as a
      Creditor/Creditor Representative Accession Undertaking for the purposes of
      the Intercreditor Agreement (and as defined in the Intercreditor
      Agreement). Terms defined in the Facility Agreement have the same meaning
      in this Agreement unless given a different meaning in this
    Agreement.

	 	 
	2 	
      We refer to clause 0 (Procedure for
      assignment):




	 	(a) 	
      The Existing Lender assigns absolutely to the New Lender
      all the rights of the Existing Lender under the Agreement and the other
      Finance Documents and in respect of the Transaction Security which relate
      to that portion of the Existing Lender's Commitment and participations in
      Loans under the Agreement as specified in the Schedule.

	 	 	 
	 	(b) 	
      The Existing Lender is released from all the obligations
      of the Existing Lender which correspond to that portion of the Existing
      Lender's Commitment and participations in Loans under the Agreement
      specified in the Schedule.

	 	 	 
	 	(c) 	
      The New Lender becomes a Party as the Lender and is bound
      by obligations equivalent to those from which the Existing Lender is
      released under paragraph (b) above.




	3 	
      The proposed Transfer Date is [    
      ].

	 	 
	4 	
      On the Transfer Date the New Lender becomes Party to the
      Finance Documents as the Lender.

	 	 
	5 	
      The Facility Office and address, fax number and attention
      details for notices of the New Lender for the purposes of clause 0
      (Addresses) are set out in the Schedule.

	 	 
	6 	
      The New Lender expressly acknowledges the limitations on
      the Existing Lender's obligations set out in paragraph 0 of clause 0
      (Limitation of responsibility of Existing Lender).

	 	 
	7 	
      This Assignment Agreement acts as notice to the Lender
      (on behalf of each Finance Party) and, upon delivery in accordance with
      clause 0 (Copy of Transfer Certificate, Assignment Agreement or
      Amendment Confirmation to Borrower), to the Company (on behalf of each
      Obligor) of the assignment referred to in this Assignment
  Agreement.

	 	 
	8 	
      This Assignment Agreement may be executed in any number
      of counterparts and this has the same effect as if the signatures on the
      counterparts were on a single copy of this Assignment Agreement.

	 	 
	9 	
      This Assignment Agreement and any non-contractual
      obligations arising out of or in connection with it are governed by laws of the Province of British
Columbia, and the federal laws of Canada as applicable therein. 



102




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	10 	
      This Assignment Agreement has been entered into on the
      date stated at the beginning of this Assignment
  Agreement.



103




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

THE SCHEDULE 

Rights to be assigned and obligations to be released and
undertaken 

[insert relevant details] 

[Facility office address, fax number and attention details for
notices and account details for payments] 

	[Existing Lender] 	[New Lender] 
	 	 
	By: 	By: 


This Agreement is accepted as an Assignment Agreement for the
purposes of the Facility Agreement by the Lender, the Security Agent, and the
Transfer Date is confirmed as [ ]. 

Signature of this Assignment Agreement by the Lender
constitutes confirmation by the Lender of receipt of notice of the assignment
referred to herein, which notice the Lender receives on behalf of each Finance
Party. 

104




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Schedule 5
Form of Amendment Confirmation 

To:     [Lender] and [Security Agent]

From: [          ]
as Borrower, for and on behalf of each Obligor 

Dated: 

Klondex Mines Ltd – Up to US$25,000,000 Secured Revolving
Facility dated [          ] 2016
(the Agreement) 

	1 	
      We refer to the Facility Agreement. This agreement (the
      Agreement) shall take effect as an Amendment Confirmation for the purpose
      of the Facility Agreement. Terms defined in the Facility Agreement have
      the same meaning in this Agreement unless given a different meaning in
      this Agreement.

	 	 
	2 	
      We refer to [clause 0 (Amendment to Commitment)]
      of the Facility Agreement.

	 	 
	3 	
      The proposed date on which the amendment is to take
      effect (the Amendment Date) is [     ].

	 	 
	4 	
      On the Amendment Date, the Commitment shall be amended to
      be US$[          ].

	 	 
	1 	
      This Agreement may be executed in any number of
      counterparts and this has the same effect as if the signatures on the
      counterparts were on a single copy of this Agreement.

	 	 
	2 	
      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 as applicable
      therein.

	 	 
	3 	
      This Agreement has been entered into on the date stated
      at the beginning of this Agreement.



105




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SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

THE SCHEDULE 

Relevant Commitment/rights and obligations to be assumed by
the Increase Lender 

[insert relevant details] 

[Facility office address, fax number and attention details
for notices and account details for payments] [Increase Lender] By: 

This Agreement is accepted as an Amendment Confirmation for the
purposes of the Facility Agreement by the Lender, the Security Agent and the
Amendment Date is confirmed as [     ]. 

Lender 

By: 

 

Security Agent 

By: 

106




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Schedule 6
Form of Compliance Certificate 

To:     [     ] as
Lender 

From: [Company] 

Dated: 

Dear Sirs 

Klondex Mines Ltd – Up to US$25,000,000 Secured Revolving
Facility dated [          ] 2016
(the Agreement) 

	1 	
      We refer to the Agreement. This is a Compliance
      Certificate. Terms defined in the Agreement have the same meaning when
      used in this Compliance Certificate unless given a different meaning in
      this Compliance Certificate.

	 	 
	2 	
      We confirm that: [Insert details of covenants to be
      certified]

	 	 
	3 	
      [We confirm that no Default is continuing.]1
      *




	Signed: 	............ 	............ 


Director or Chief Financial Officer


of 

[Borrower] 

__________________________________________

	1 	*	If this statement cannot be made, the
      certificate should identify any Default that is continuing and the steps,
      if any, being taken to remedy it. 


107




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SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Schedule 7 

Timetables 

	Delivery of a duly 	10.00am three 
	completed Utilization 	Business Days 
	Request (clause 0 	before the 
	(Delivery of a Utilization 	proposed 
	Request)) 	Utilization Date 
	  	  
	LIBOR is fixed 	Quotation Day as 
	  	of 11:00 a.m. EST 


108




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SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Schedule 8 - Disclosure Schedule 

SCHEDULE A 

Obligors 

	 	1. 	
      Klondex Mines Ltd.

	 	 	 
	 	2. 	
      0985472 B.C. Ltd.

	 	 	 
	 	3. 	
      Klondex Canada Ltd.

	 	 	 
	 	4. 	
      Klondex Holdings (USA) Inc.

	 	 	 
	 	5. 	
      Klondex Gold & Silver Mining Company

	 	 	 
	 	6. 	
      Klondex Midas Holdings Limited

	 	 	 
	 	7. 	
      Klondex Midas Operations Inc.



109




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SCHEDULE B 

Commitments 


	Lender 	Commitment 
	Investec Bank Plc
    	US$25,000,000 



110




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SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SCHEDULE C 

Charged Property

	 	• 	
      All right, title and interest of each of the Obligors in
      and to all present and after-acquired personal and real property and
      undertaking wheresoever situated. 

	 	 	 
	 	• 	
      Midas Mine Property and Fire Creek Property including:
      Reef Property, Hot Springs Property and Maggie Creek Property 

	 	 	 
	 	• 	
      Manitoba properties including:





	 	o 	Cougar Property 
	 	 	 
	 	o 	Jeep Property 
	 	 	 
	 	o 	Mike Power Property 
	 	 	 
	 	o 	Poundmaker Property 
	 	 	 
	 	o 	Rice Lake Property 
	 	 	 
	 	o 	Greenbelt Property 



	 	• 	Ontario properties including:




	 	o 	Denmark Lake-Kenbridge Property 
	 	 	 
	 	o 	Denton-Keefer (Golden) Property 
	 	 	 
	 	o 	Tully Property (50%) 
	 	 	 
	 	o 	Turtlepond Lake Property 
	 	 	 
	 	o 	Whitesides-Carscallen Property



111




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SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SCHEDULE D 

Liens 

	 	A. 	
      FIRE CREEK PROPERTY



Fire Creek Property Royalties 

Royalties affect ten fee parcels owned and / or leased by
Klondex and forming part of the Fire Creek Property, as set forth below: 

	APN 	Description 	Lessor 	Royalty 
	Section 15 T30N R47E MDB&M 	  	  
	007-140-04 	SE1/4 NEI/4 	Third Party Lessor 	4% NSR 
	007-140-06 	SE1/4 NE1/4 	Third Party Lessor 	4% NSR 
	007-140-10 	NE1/4 SE1/4, E1/2 NW1/4 SE1/4 	Third Party Lessor 	2.5% NSR 
	007-140-07 	N2NW4SW4 	Third Party Lessor 	3.0% NSR & 0.5%
wheelage
      royalty(1) 
	007-140-09 	W2NW4SE4 	Third Party Lessor 	3.0% NSR & 0.5% 
wheelage
      royalty(1) 
	Section 19 T30N R47E MDB&M 	  	  
	007-160-04 	SW4NE4 	Third Party Lessor 	3.0% NSR & 0.5% 
wheelage
      royalty(1) 
	007-160-24 	NE4NW4SE4 	Third Party Lessor 	3.0% NSR & 0.5%
wheelage
      royalty(1) 
	Section 19 T30N R47E MDB&M 	  	  
	007-060-69 	Parcel 1 of the Sharp Hospital Map recorded in the
      Office of the Lander County Recorder in Book 375, Official Records, Page
      170 	Third Party Lessor 	3.0% NSR & 0.5% 
wheelage
      royalty(1) 
	Section 23 T30N R47E MDB&M 	  	  
	007-160-16 	N1/2 SE1/4 NW1/4 	n/a 	5% NSR 
	007-160-25 	W1/2 SW1/4 NW1/4 NE1/4 SW1/4 NW1/4 	n/a 	5% NSR 



	Notes: 	
      (1) Wheelage royalty is calculated on mineralization
      mined from other properties which is transported underground
      through the leased property. 

		
      (2)Mineral production royalty of 5% of the net smelter
      returns reserved by Donnie Charles in the Grant, Bargain and Sale
      Deed dated March 26, 2007, recorded on March 29, 2007, Document 247101,
      Book 571, Page 2, which affects Parcels 007-160-16 and
      007-160-25. 



Fire Creek Property Agreement Obligations


	Due Date 	Commitment/Obligation 	$ Obligation 	Payable/ Due to 	Notes 
	
      01/09/2005 
	
      3 Leased Parcels (1) 
		
      Third Party Lessors 
	
      1987 Leases extended for 10 years from 01/09/2005
  

	
      19/08/2013 
	
      Property Taxes - 3 Leased Parcels 
	
      $ 146.78 
	
      Lander County Treasurer 
	
      Lessee to pay property taxes





112




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SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	19/08/2013 	Property Taxes 29 - 
Klondex Owned Parcels 	$ 1,032.33 	Lander County Treasurer 	Real Property Taxes 
Due 3rd Monday of
      
August annually 
	19/08/2013 	Property Taxes 2 - 
Klondex Owned Parcels 	$ 84.08 	Lander County Treasurer 	Real Property Taxes 
Due 3rd Monday of
      
August annually 
	31/08/2013 	BLM Claim Fees - 484 Claims 	$ 67,760.00 	Bureau of Land Management 	484 Klondex Owned 
Claims x $140/Claim 
	01/09/2013 	3 Leased Parcels - 
Annual AMR Payment 	$ 24,000.00 	7 Third Party Lessors 	Annual AMR payment 
due on lease anniversary
  
	01/09/2013 	Insurance Certificates 		7 Third Party Lessors 	Insurance certificates 
required under terms of
      leases 
	01/11/2013 	Lander County NOI to 

    hold - 484 Claims 	$ 5,086.00 	Lander County Recorder 	484 Klondex Owned 
Claims x $10.50/claim + $4
  
	01/09/2015 	3 Leased Parcels - 
Expire 		7 Third Party Lessors 	Leases expire - Renew 
	 	Total 	 $ 98,109.19 	 	 




	Notes: 	(1) The lease agreement remains in full
      force and effect for so long as any mining operations (as defined in
      the lease agreement) are being conducted on the relevant property on a
      continuing basis. 


In addition, pursuant to a mining lease agreement dated
effective July 31, 2013, with respect to five leased fee parcels, Klondex is
required to pay minimum rental payments of $50,000 per year for the first ten
years of the lease and increasing by $10,000 for each subsequent ten year period
(including any renewal period), subject to an additional increase under certain
circumstances. 

Fire Creek Property – Other 

	
      • 
	
      The reservation of all petroleum, oil, natural gas and
      products derived therefrom reserved by the Southern Pacific Land Company,
      a California corporation, in the deed recorded on October 2, 1951, in Book
      64, Page 313, Deed Records, which affects Assessor Parcel Nos.:
  




	 	007-110-01 
	 	007-110-13 
	 	007-610-01 
	 	007-640-06 
	 	007-140-01 
	 	007-140-03 
	 	007-140-05 
	 	007-140-12 
	 	007-140-15 
	 	007-140-19 
	 	007-140-21 
	 	007-140-22 
	 	007-140-23 
	 	007-140-25 
	 	007-140-28 
	 	007-160-06 
	 	007-160-16 
	 	007-160-17 
	 	007-160-18 
	 	007-160-19 
	 	007-160-20 
	 	007-160-21 
	 	007-160-25 


113




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SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	007-160-26 
	 	007-160-27 
	 	007-160-28 


On February 12, 2016, Klondex Gold & Silver Mining Company
acquired an additional parcel in Lander County. The description of the parcel
is: 

APN 007-110-10 
Section 9, T30N R47E MDB&M

W1/2NW1/4SW1/4 
20 acres 
No royalty. 

	 	B. 	
      MIDAS PROPERTY



Midas Property Royalties 


	Agreement 	Recorded 	Royalty 
	
      Mining Lease dated August 1, 1990, by and between William
      and Rose Domenichelli, John Kenneth Domenichelli, William Melvin
      Domenichelli, Barbara Jean Rameriz and Ruth Ann Williams, as lessors, and
      Frazer Creek Exploration Company, Inc. a Nevada corporation, as lessee
    
	
      Recorded in short form version as Document No. 297863 in
      Book 735 at Pages 508-514 of the Official Records of the Elko County
      Recorder’s Office, Elko County, Nevada 
	
      5% NSR 

	
      Grant Deed dated January 12, 1993, by and between
      Virginia Myers, and the Midas Joint Venture 
	
      Recorded as Document No. 333428 in Book 809, Page 904-905
      of the Official Records of the Elko County Recorder’s Office, Elko County,
      Nevada 
	
      2 patented mining claims; Banner, Gift No. 1 (1% NSR to a
      $30,000 maximum royalty payment). 

	
      Grant Deed dated January 25, 1993, by and between Francis
      N. Murdock, John G. Murdock and the Midas Joint Venture 
	
      Recorded as Document No. 334437 in Book 811, Page 472-473
      of the Official Records of the Elko County Recorder’s Office, Elko County,
      Nevada 
	
      1 unpatented lode mining claim known as the New Grant;
      (1% NSR to a $100,000 maximum royalty payment). 

	
      Grant Deed dated January 27, 1993, by and between Evelyn
      Albisu, Donato Albisu and the Midas Joint Venture 
	
      Recorded as Document No. 333895 in Book 810, Page 708-709
      of the Official Records of the Elko County Recorder’s Office, Elko County,
      Nevada. 
	
      2 patented mining claims; Gold Crown and portion of
      Oversight Fraction (1% NSR to a $100,000 maximum royalty payment).
  

	
      Grant Deed dated March 17, 1993, by and between Mr. and
      Mrs. Hjalmer Theodore Hanson and the Midas Joint Venture 
	
      Recorded as Document No. 336177 in Book 814, Page 923-924
      of the Official Records of the Elko County Recorder’s Office, Elko County,
      Nevada. 
	
      1 patented mining claim; Ripsaw No. 2 (1% NSR to a
      $100,000 maximum royalty payment). 

	
      Mining Lease by and between 
	
      BLM Serial Numbers 
	
      During the 30 year term of agreement: (i)
  




114




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EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	Agreement 	Recorded 	Royalty 
	
      Clark Powell and his Associates and Romarco Nevada, Inc.,
      a Nevada corporation (predecessor-in-interest to Newmont Midas Operations
      Inc.), dated October 30, 1995 
	
      105502 to 105507, 105509 recorded in Book 1095, Pages
      890-896. 
	
      advance minimum royalties totaling $135,000 in the
      aggregate payable between execution of lease and third anniversary; (ii)
      advance minimum royalty of $50,000 payable annually after fourth
      anniversary of lease.
      
Production royalty of 2.5% of NSR. 

      

	
      Lease of Estar, Redar and Laura Unpatented Lode Mining
      Claims and Sublease of Domenichelli Lease, dated July 1, 2000, by and
      between Frazer Creek Exploration Company, Inc., a Nevada corporation, and
      Franco-Nevada Mining Corporation, Inc., a Nevada corporation
      (predecessor-in- interest to Newmont Midas Operations Inc.) 
	
      Recorded as a memorandum as Document No. 467521 in Book
      1, Pages 5290- 5317 in the Official Records of the Elko County Recorder’s
      Office, Elko County, Nevada, on February 28, 2001. The Lease affects
      unpatented lode mining claims and agreements pertaining to lands situated
      in Sections 12 and 13, Township 39 North, Range 46 East, and in Sections
      7, 18 and 19, Township 39 North, Range 47 East, MDM, Elko County, Nevada.
      
	
      Advance minimum royalty totaling $150,000 payable between
      execution of lease and fourth anniversary and of $75,000 until the lease
      is terminated or expires, whichever first occurs.
      
NSR payable as a production royalty as follows: 
(i) 4% if the
      average spot price of gold quoted on the London Bullion Market, Afternoon
      fix, for a particular payment period is $500 or less; or 
(ii) 5% if
      the average spot price of gold quoted on the London Bullion Market,
      Afternoon fix, for a particular payment period is $700 or less; or
      
(iii) 6% if the average spot price of gold quoted on the London
      Bullion Market, Afternoon fix, for a particular payment period is greater
      than $700. When the Lessee has cumulatively paid the Lessor the sum of
      $1,000,000 in advance minimum royalties, production royalties or other
      form of pre-payment of same, the production royalty shall be reduced by 1%
      of NSR so that the above percentages will be 3%, 4% and 5%, respectively.
      

      

	
      Agreement Transferring Property Interests and Terminating
      Mining Lease With Option to Joint Venture, Quitclaim Deed and Grant of
      Royalty, dated August 11, 2000, by and between Frazer Creek Exploration
      Company Incorporated, a Nevada corporation and Homestake Mining Company of
      California, a California corporation 
	
      Recorded as Document No. 462327 in Book 0 at Pages
      23222-23233 of the Official Records of the Elko County Recorder’s Office,
      Elko County, Nevada, and on September 18, 2000 
	
      Laura 6 and 20 unpatented lode mining claims are subject
      to a 2% NSR and portions of the REDAR 3, 4 and 5, and ESTAR 1, 7, 8, 11,
      18 and 19 unpatented lode mining claims are subject to a 1% NSR 

	
      Mining Sublease and Option dated April 2, 2007, by and
      between Barrick Gold Exploration Inc. and Newmont USA Limited 
	
      Recorded as a memorandum as Document No. 571656 in the
      Official Records of the Elko County Recorder’s Office, Elko County,
      Nevada, on April 20, 2007 
	
      1.5% NSR on properties identified in Part 1 of Exhibit A
      of the Mining Lease with Conditional Purchase Obligation Agreement dated
      April 2, 2007 (attached as Exhibit I to sublease), 3.0% NSR on properties
      identified in Part 2 of Exhibit A, subject to proportionate reduction in
      certain circumstances in accordance with terms of sublease.
  



Midas Property Payment Obligations


	Project (s) 	Recipient / Payee / Claim
      Group 	Amount 	Due 	Type 
	MIDAS 	BARRICK GOLD 	$110,000 	04/02/13 	Annual Rental 
	MIDAS 	FRAZER CREEK EXPLORATION 	$75,000 	07/01/13 	Advance Royalty




115




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Project (s) 	Recipient / Payee / Claim
      Group 	Amount 	Due 	Type 
	FRAZER 
CREEK 				
	MIDAS 	DOMENICHELLI 	$10,000 	08/01/13 	Annual Rental 
	MIDAS 	MIDAS et. al. 	$203,699 	08/31/13 	Annual Claim Fees 
	MIDAS EXPL 	CAT 1-58 	$8,758 	08/31/13 	Annual Claim Fees 
	MIDAS POO 	MDS 1-49 	$7,399 	08/31/13 	Annual Claim Fees 
	MIDAS 
FRAZER 
CREEK 	LAURA 6, 20, REDAR 1-5, ESTAR 1- 19    	$3,926 	08/31/13 	Annual Claim Fees 
	MIDAS
LEE 	KING MIDAS, KING MIDAS NO. 2, DIXIE,
      DIXIE NO. 1-3, H-2 	$1,057 	08/31/13 	Annual Claim Fees 
	MIDAS 	POWELL, CLARK, ET AL 	$50,000 	10/30/13 	Advance Royalty 
	MIDAS 	UNGER FAMILY TRUST SURFACE USE 	$3,500 	11/01/13 	Right-of-Way fees 
	MIDAS 	BLM ROW N-61100 	$795 	01/01/17 	Right-of-Way fees 
	MIDAS 	BLM ROW N-66023 	$310 	01/01/20 	Right-of-Way fees




Midas Property – Other 

The option granted to Frazer Creek Exploration Company, Inc. in
Section 10.3 of the Lease of Estar, Redar and Laura Unpatented Mining Lode
Mining Claims and Sublease of Domenichelli Lease, Elko County, Nevada dated July
1, 2000, to acquire the Amsterdam claims described in Exhibits D and E of the
Lease. 

The notations in the Historical Index of the Bureau of Land
Management for the townships in which the Midas Mine properties are situated as
described in Exhibit A to this Schedule F.12. 

	 	C. 	
      MANITOBA
PROPERTIES




	 	1. 	
      Manitoba Mines Branch
  Registrations:




	 	(a) 	
      The following Manitoba Mines Branch registrations in
      relation to Mineral Lease ML63:




	 	(i) 	
      Event # 183284 (Security Agreement between the Government
      of Manitoba and Rice Lake Gold Corporation registered under Document No.
      16963);

	 	 	 
	 	(ii) 	
      Event # 300004 (Debenture under Document Number D300004
      in the amount of $23,750,000.00)*; and

	 	 	 
	 	(iii) 	
      Event # 322648 (Debenture under Document Number
      D322648)*;




	 	(b) 	
      The following Manitoba Mines Branch registrations in
      relation to the Manitoba mining claims, patents and interests described in
      Schedule "G":




	 	(i) 	
      an agreement between W. Bruce Dunlop Limited and Hugh
      Wynne dated May 16, 1990 has been registered against Claim Nos. CB11704
      and W46385 as D16168;



116



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	(ii) 	
      an agreement between Peter Dunlop and Hugh Wynne dated
      May 16, 1990 has been registered against Claim Nos. W48797 and W49484 as
      D16167;

	 	 	 
	 	(iii) 	
      an agreement affecting Claim Nos. 15922, W44242 and
      W44243 as Document No. 25;

	 	 	 
	 	(iv) 	
      an amending agreement to acquisition agreement between
      Ann Mark and Grande Truck Resources Inc. has been registered against Claim
      No. W47000 as D15307;

	 	 	 
	 	(v) 	
      an acquisition agreement between Ann Mark and Grande
      Truck Resources Inc. has been registered against Claim No. W47000 as
      D15306;

	 	 	 
	 	(vi) 	
      an option agreement between Dave Giannotti and Ann Mark
      to expire December 31, 1984 has been registered against Claim No. W47000
      as D15305;

	 	 	 
	 	(vii) 	
      Event # 322648 Debenture in the amount of $7,000,000.00US
      by San Gold Corporation in favour of Beechwood Re registered under
      Document Number D322648*;

	 	 	 
	 	(viii) 	
      Event # 300005 Registration of Debenture under Document
      Number D300005 in the amount of $23,750,000.00 San Gold Corporation (the
      Mortgagor) has agreed to grant BAM Administrative Services LLC, in its
      capacity as collateral agent, a debenture granting a security interest in
      the assets of the Mortgagor described herein*;

	 	 	 
	 	(ix) 	
      Event # 322657 Registration of Debenture under Document
      Number D322657*; and

	 	 	 
	 	(x) 	
      Event # D300065 Registration of Debenture under Document
      Number D300065 in the amount of $23,750,000.00 San Gold Corporation (the
      Mortgagor) has agreed to grant BAM Administrative Services LLC, in its
      capacity as collateral agent, a debenture granting a security interest in
      the assets of the Mortgagor described herein*.



Note: Asterisked items above were or
will be discharged at or following closing of the acquisition of the Manitoba
properties. Discharges to be confirmed.

	 	D. 	
      ONTARIO PROPERTIES




	 	2. 	
      Mines and Minerals Division of the Ministry of
      Northern Development and Mines (Ontario)
  registrations:



LIENS, ENCUMBRANCES AND OTHER REGISTRATIONS RECORDED AGAINST
UNPATENTED CLAIMS: 

PART ONE:


	Date 	Description 	Instrument
      
Number 	Claims Affected
    
	2011-Jun-15 	
      Commissioner grants application for exclusion of surface
      rights from the mining claim and orders that such surface rights are
      hereby surrendered to the Crown 
	M1160.00127 	947885 
	2011-Jun-15 	
      Commissioner orders that 
	M1160.00128 	947885




117



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


		
      claim holder retain rights to access and work the mining
      rights, pursuant to the Mining Act 
		
	
      2012-Jan-20 
	
      Agreement: Opawica Explorations Inc. (177975) And Xstrata
      Canada Corporation (130679) 
	
      T1260.00016 
	
      3002972, 3002999, 3010654 




PART TWO:


	Date 	Description 	Instrument 
Number
	Claims Affected 
	
      1987-Oct-02 
	
      Memo Of Agreement: Frank Zoebelein (A49486) and Frank
      Galata (A33969) File Number: 683/87 
	
      T8706.02363, 
T8706.02362 
	
      947837, 947838, 947839, 947840, 947841, 947842, 947843,
      947844, 947845, 947846, 947847, 947848, 947849, 947850, 947851, 947852,
      947853, 947854, 947858, 949904, 949905, 949906, 949907, 949908, 949909,
      949910, 949911, 949912, 949913, 949914, 949915, 949921, 949922, 949923,
      949924, 949925, 949928, 982288, 982289, 982290, 982291, 982292, 997233,
      817604, 817605, 817608, 833192, 833195, 947863, 947864, 947865, 947866,
      947867, 947869, 947870, 947871, 947872, 947873, 947874, 947875, 947876,
      947877, 947878, 947879, 947880, 947881, 947882, 947885, 947886, 947887,
      947888, 947889, 949074 

	
      1987-Oct-02 
	
      Dispute filed by Guy Thibault 
File Number D19/87
      
	
      M8706.00281 
	
      833192 

	
      1988-Dec-06 
	
      Commissioner Issues 
Certificate of Interest
    
	
      M8806.50042 
	
      1087474, 1087475, 1087476, 1087477, 996605, 996609
      

	
      1989-Feb-07 
	
      Commissioner Issues 
Certificate of Interest
    
	
      M8906.00006 
	
      1087474, 1087475, 1087476, 1087477, 996605, 996609
      

	
      1989-Mar-02 
	
      Commissioner Continues 
Action of Certificate of
      Interest 
	
      M8906.00015 
	
      1087474, 1087475, 1087476, 1087477, 996605, 996609
      

	
      1989-Mar-06 
	
      Pending Proceedings by 
Commissioner 
	
      M9006.00005 
	
      947837, 947838, 947839, 947840, 947841, 947842, 947843,
      947844, 947845, 947846, 947847, 947848, 947849, 947850, 947851, 947852,
      947853, 947854, 947858, 949904, 949905, 949906, 949907, 949908, 949909,
      949910, 949911, 949912, 949913, 949914, 949915, 949921, 949922, 949923,
      949924, 949925, 949928, 982288, 982289, 982290, 982291, 982292, 997233,
      817604, 817605, 817608, 833192, 833195, 947863, 947864, 947865, 947866,
      947867, 947869, 947870, 947871, 




118



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


				
      947872, 947873, 947874, 947875, 947876, 947877, 947878,
      947879, 947880, 947881, 947882, 947885, 947886, 947887, 947888, 947889,
      949074 

	1989-Mar-06 	Notice of Hearing Before 
Mining and
      Lands Commissioner 	
      O8906.00072 
	
      947837, 947838, 947839, 947840, 947841, 947842, 947843,
      947844, 947845, 947846, 947847, 947848, 947849, 947850, 947851, 947852,
      947853, 947854, 947858, 949904, 949905, 949906, 949907, 949908, 949909,
      949910, 949911, 949912, 949913, 949914, 949915, 949921, 949922, 949923,
      949924, 949925, 949928, 982288, 982289, 982290, 982291, 982292, 997233,
      1087474, 1087475, 1087476, 1087477, 817604, 817605, 817608, 833192,
      833195, 947863, 947864, 947865, 947866, 947867, 947869, 947870, 947871,
      947872, 947873, 947874, 947875, 947876, 947877, 947878, 947879, 947880,
      947881, 947882, 947885, 947886, 947887, 947888, 947889, 949074, 996605,
      996609 

	1991-Feb-12 	Notice of Hearing Before 
Mining and
      Lands Commissioner 	
      O9106.00063 
	
      947837, 947838, 947839, 947840, 947841, 947842, 947843,
      947844, 947845, 947846, 947847, 947848, 947849, 947850, 947851, 947852,
      947853, 947854, 947858, 949904, 949905, 949906, 949907, 949908, 949909,
      949910, 949911, 949912, 949913, 949914, 949915, 949921, 949922, 949923,
      949924, 949925, 949928, 982288, 982289, 982290, 982291, 982292, 997233,
      1087474, 1087475, 1087476, 1087477, 817604, 817605, 817608, 833192,
      833195, 947863, 947864, 947865, 947866, 947867, 947869, 947870, 947871,
      947872, 947873, 947874, 947875, 947876, 947877, 947878, 947879, 947880,
      947881, 947882, 947885, 947886, 947887, 947888, 947889, 949074, 996605,
      996609 

	1991-Apr-09 	Notice of Hearing Before 
Mining and
      Lands Commissioner 	
      O9160.00145 
	
      947837, 947838, 947839, 947840, 947841, 947842, 947843,
      947844, 947845, 947846, 947847, 947848, 947849, 947850, 947851, 947852,
      947853, 947854, 947858, 949904, 949905, 949906, 949907, 949908, 949909,
      949910, 949911, 949912, 949913, 949914, 949915, 949921, 949922, 949923,
      949924, 949925, 949928, 982288, 982289, 982290,





119



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


				
      982291, 982292, 997233, 1087474, 1087475, 1087476,
      1087477, 817604, 817605, 817608, 833192, 833195, 947863, 947864, 947865,
      947866, 947867, 947869, 947870, 947871, 947872, 947873, 947874, 947875,
      947876, 947877, 947878, 947879, 947880, 947881, 947882, 947885, 947886,
      947887, 947888, 947889, 949074, 996605, 996609 

	
      1996-Jul-09 
	
      Commissioner Vests 100.00 
% Interest of Keefer Lake
      Resources Inc. (151197) in 
Galata Frank (134600) 
	
      O9660.00006 
	
      947837, 947838, 947839, 947840, 947841, 947842, 947843,
      947844, 947845, 947846, 947847, 947848, 947849, 947850, 947851, 947852,
      947853, 947854, 947858, 949904, 949905, 949906, 949907, 949908, 949909,
      949910, 949911, 949912, 949913, 949914, 949915, 949921, 949922, 949923,
      949924, 949925, 949928, 982288, 982289, 982290, 982291, 982292, 997233,
      1087474, 1087475, 1087476, 1087477, 817604, 817605, 817608, 833192,
      833195, 947863, 947864, 947865, 947866, 947867, 947869, 947870, 947871,
      947872, 947873, 947874, 947875, 947876, 947877, 947878, 947879, 947880,
      947881, 947882, 947885, 947886, 947887, 947888, 947889, 949074, 996605,
      996609 

	
      1996-Jul-09 
	
      Commissioner Vacates 
Certificate of Interest
    
	
      M9660.00021 
	
      1087474, 1087475, 1087476, 1087477, 996605, 996609
      

	
      1996-Jul-09 
	
      Pending Proceedings Removed 
	
      P9660.00014 
	
      947837, 947838, 947839, 947840, 947841, 947842, 947843,
      947844, 947845, 947846, 947847, 947848, 947849, 947850, 947851, 947852,
      947853, 947854, 947858, 949904, 949905, 949906, 949907, 949908, 949909,
      949910, 949911, 949912, 949913, 949914, 949915, 949921, 949922, 949923,
      949924, 949925, 949928, 982288, 982289, 982290, 982291, 982292, 997233,
      817604, 817605, 817608, 833192, 833195, 947863, 947864, 947865, 947866,
      947867, 947869, 947870, 947871, 947872, 947873, 947874, 947875, 947876,
      947877, 947878, 947879, 947880, 947881, 947882, 947885, 947886, 947887,
      947888, 947889, 949074 

	
      1998-Nov-18 
	
      Special Circumstances Apply 
	
      M9860.00072 
	
      947837, 947838, 947839, 947840, 947841, 947842, 947843,
      947844, 947845, 947846, 947847, 947848, 947849, 947850, 947851, 947852,
      




120



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


				
      947853, 947854, 947858,
      949904, 949905, 949906, 949907, 949908,
      949909, 949910, 949911, 949912, 949913,
      949914, 949915, 949921, 949922, 949923,
      949924, 949925, 949928, 982288, 982289,
      982290, 982291, 982292, 997233,
      1087474, 1087475, 1087476, 1087477, 817604,
      817605, 817608, 833192, 833195, 947863,
      947864, 947865, 947866, 947867, 947869,
      947870, 947871, 947872, 947873, 947874,
      947875, 947876, 947877, 947878, 947879,
      947880, 947881, 947882, 947885, 947886,
      947887, 947888, 947889, 949074, 996605,
      996609 

	
      1999-Jan-22 
	
      Special Circumstances Removed 
	
      M9960.00001 
	
      947837, 947838, 947839,
      947840, 947841, 947842, 947843, 947844,
      947845, 947846, 947847, 947848, 947849,
      947850, 947851, 947852, 947853, 947854,
      947858, 949904, 949905, 949906, 949907,
      949908, 949909, 949910, 949911, 949912,
      949913, 949914, 949915, 949921, 949922,
      949923, 949924, 949925, 949928, 982288,
      982289, 982290, 982291, 982292, 997233,
      1087474, 1087475, 1087476, 1087477, 817604,
      817605, 817608, 833192, 833195, 947863,
      947864, 947865, 947866, 947867, 947869,
      947870, 947871, 947872, 947873, 947874,
      947875, 947876, 947877, 947878, 947879,
      947880, 947881, 947882, 947885, 947886,
      947887, 947888, 947889, 949074, 996605,
      996609 

	
      1999-Jan-22 
	
      Special Circumstances Apply 
	
      M9960.00002 
	
      947837, 947838, 947839,
      947840, 947841, 947842, 947843, 947844,
      947845, 947846, 947847, 947848, 947849,
      947850, 947851, 947852, 947853, 947854,
      947858, 949904, 949905, 949906, 949907,
      949908, 949909, 949910, 949911, 949912,
      949913, 949914, 949915, 949921, 949922,
      949923, 949924, 949925, 949928, 982288,
      982289, 982290, 982291, 982292, 997233,
      1087474, 1087475, 1087476, 1087477, 817604,
      817605, 817608, 833192, 833195, 947863,
      947864, 947865, 947866, 947867, 947869,
      947870, 947871, 947872, 947873, 947874,
      947875, 947876, 947877, 947878, 947879,
      947880, 947881, 947882, 947885, 947886,
      947887, 947888, 947889, 949074, 996605,
      996609 




121



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	
      1999-Jan-22 
	
      Special Circumstances 
Removed 
	
      M9960.00003 
	
      947837, 947838, 947839, 947840, 947841, 947842,
      947843, 947844, 947845, 947846, 947847, 947848, 947849, 947850, 947851,
      947852, 947853, 947854, 947858, 949904, 949905, 949906, 949907, 949908,
      949909, 949910, 949911, 949912, 949913, 949914, 949915, 949921, 949922,
      949923, 949924, 949925, 949928, 982288, 982289, 982290, 982291, 982292,
      997233, 1087474, 1087475, 1087476, 1087477, 817604, 817605, 817608,
      833192, 833195, 947863, 947864, 947865, 947866, 947867, 947869, 947870,
      947871, 947872, 947873, 947874, 947875, 947876, 947877, 947878, 947879,
      947880, 947881, 947882, 947885, 947886, 947887, 947888, 947889, 949074,
      996605, 996609 

	
      2004-Feb-17 
	
      Commissioner's Order Removes 
Memo of
      Agreement: 
Zoebelein, Frank Joseph (211482) and Galata,
      
Frank (134600) 
	
      T0460.00069 T0460.00068 
	
      947837, 947838, 947839, 947840, 947841, 947842,
      947843, 947844, 947845, 947846, 947847, 947848, 947849, 947850, 947851,
      947852, 947853, 947854, 947858, 949904, 949905, 949906, 949907, 949908,
      949909, 949910, 949911, 949912, 949913, 949914, 949915, 949921, 949922,
      949923, 949924, 949925, 949928, 982288, 982289, 982290, 982291, 982292,
      997233, 817604, 817605, 817608, 833192, 833195, 947863, 947864, 947865,
      947866, 947867, 947869, 947870, 947871, 947872, 947873, 947874, 947875,
      947876, 947877, 947878, 947879, 947880, 947881, 947882, 947885, 947886,
      947887, 947888, 947889, 949074 

	
      2014-Sep-08 
	
      Exploration Plan No. PL13- 10155 
effective from 2013-
      May-30 to 2015-May-30 
For the following activities: 
(Geophysical /
      Surveys, Line Cutting / LC) 
	
      J1460.00091 
	
      947837, 947842, 947845, 947848, 949908, 949912, 949913,
      949924, 949925, 817604, 817605, 817608, 833195, 947864, 947865, 947866,
      947867, 947871, 947872, 947876, 947879, 947880, 947882, 947885, 947888,
      949074 

	
      2014-Oct-31 
	
      Exploration Permit No. PR13-10301 
effective from
      2013-Jun-03 to 2016-Jun-03 
for the following activities: 
(Drilling
      / PDrill) 
	
      J1460.00470 
	
      947837, 947842, 947845, 947848, 949908, 949909, 949912,
      949913, 949924, 949925, 817604, 817605, 817608, 833195, 947864, 947865,
      947866, 947867, 947871, 947872, 947876, 947879, 947880, 947882, 947885,
      947888, 949074 

	
      2016-Feb-09 
	
      Debenture/Mortgage/Security 
Interest: Klondex Canada
      
	
      T1660.00046 T1610.00047 
	
      4208700, 4208701, 4208702, 4208703, 4208704, 4208705,
      4208706, 4208707, 

	
      




122



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


		
      Ltd. (412887) and 7097914 
Manitoba Ltd. (412699)
    
		
      4208708, 4208709, 4212129, 4212130, 4212131, 4212132,
      4212133, 4213420, 4213421, 4213422, 4213423, 4213424, 4213425, 4214238,
      4219064, 4219065, 4219066, 4219067, 4219068, 4228981, 1247471, 1247472,
      3012581, 4219025, 4219026, 4219027, 4219028, 4219029, 4219030, 4219031,
      4219032, 4219033, 4219034, 4219035, 4219036, 4219037, 4219038, 4219039,
      4219040, 4219041, 4219042, 817604, 817605, 817608, 833192, 833195, 947837,
      947838, 947839, 947840, 947841, 947842, 947843, 947844, 947845, 947846,
      947847, 947848, 947849, 947850, 947851, 947852, 947853, 947854, 947858,
      947863, 947864, 947865, 947866, 947867, 947869, 947870, 947871, 947872,
      947873, 947874, 947875, 947876, 947877, 947878, 947879, 947880, 947881,
      947882, 947885, 947886, 947887, 947888, 947889, 949074, 949904, 949905,
      949906, 949907, 949908, 949909, 949910, 949911, 949912, 949913, 949914,
      949915, 949921, 949922, 949923, 949924, 949925, 949928, 982288, 982289,
      982290, 982291, 982292, 996605, 996609, 997233, 1087474, 1087475, 1087476,
      1087477, 4241345, 4241346, 4241347, 3010236, 3010237, 3002972, 3002999,
      3010654 

	
      2016-Feb-09 
	
      Debenture/Mortgage/Security Interest: 
Klondex Canada
      Ltd. (412887) and 
Franco- Nevada GLW Holdings Corp. (412661) 
	
      T1660.00061 T1610.00062 
	
      4208700, 4208701, 4208702, 4208703, 4208704, 4208705,
      4208706, 4208707, 4208708, 4208709, 4212129, 4212130, 4212131, 4212132,
      4212133, 4213420, 4213421, 4213422, 4213423, 4213424, 4213425, 4214238,
      4219064, 4219065, 4219066, 4219067, 4219068, 4228981, 1247471, 1247472,
      3012581, 4219025, 4219026, 4219027, 4219028, 4219029, 4219030, 4219031,
      4219032, 4219033, 4219034, 4219035, 4219036, 4219037, 4219038, 4219039,
      4219040, 4219041, 4219042, 817604, 817605, 817608, 833192, 833195, 947837,
      947838, 947839, 947840, 947841, 947842, 947843, 947844, 947845, 947846,
      947847, 947848, 947849, 947850, 947851, 947852, 947853, 947854, 947858,
      947863, 947864, 947865, 947866, 947867, 947869, 947870, 947871, 947872,
      947873, 947874, 947875, 947876, 947877, 947878, 947879, 947880, 947881,
      947882, 947885, 947886, 947887, 947888, 947889, 949074, 949904, 949905,
      949906, 949907, 949908, 949909, 




123



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	 	 	
      949910, 949911, 949912, 949913, 949914, 949915, 949921,
      949922, 949923, 949924, 949925, 949928, 982288, 982289, 982290, 982291,
      982292, 996605, 996609, 997233, 1087474, 1087475, 1087476, 1087477,
      4241345, 4241346, 4241347, 3010236, 3010237, 3002972, 3002999, 3010654
    




LIENS, ENCUMBRANCES AND OTHER REGISTRATIONS RECORDED AGAINST
COCHRANE PATENTED CLAIMS 


	Date 	Description 	Instrument
      
Number 	Properties Affected
    
	2004-Nov-12 	Notice of Letter Option Agreement
      between Dean Varley and Denton Resources Ltd., providing in part for a
      1.5% net smelter royalty in the event that a feasibility study is reached
    	CB2685 	PINs 65473-0179, 0181, 0183, 0185, 0187, 0189
    
	2016-Feb-05 	$16,000,000 Charge issued in favour
      of 7097914 Manitoba Ltd. 	CB120498 	PINs 65473-0179, 0181, 0183, 0185, 0187, 0189
    
	2016-Feb-05 	$50,000,000 Charge issued in favour
      of Franco-Nevada GLW Holdings Corp. 	CB120499 	PINs 65473-0179, 0181, 0183, 0185, 0187, 0189
    



3.      All encumbrances
registered at the Winnipeg Land Titles Office in relation to the real property
described in Schedule "H" hereto are Encumbrances. 

4.     All encumbrances registered
or to be registered in favour of 7097914 Manitoba Ltd. including the debenture
dated January 21, 2016 granted by Klondex Canada Ltd. in connection with the
promissory note dated January 21, 2016 from Klondex Canada Ltd. 

124




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SCHEDULE E 

Indebtedness 

The following is a list of all Indebtedness of each Obligor as
of the date hereof: 

Klondex Mines Ltd. 

	• 	Delivery of 23,333 gold ounces under the gold
      purchase agreement dated February 11, 2014 between Franco-Nevada GLW
      Holdings Corp. and Klondex Mines Ltd. 


0985472 B.C. Ltd. 

	• 	Nil 


Klondex Canada Ltd. 

	
      • 
	
      US$12,000,000 principal amount senior secured vendor
      take-back promissory note dated January 21, 2016 in favour of 7097914
      Manitoba Ltd., which note is payable in three installments of
      US$4,000,000, with the first installment due February 4, 2017, the second
      installment due February 4, 2018, and the third installment due February
      4, 2019. The note bears interest at 4% payable monthly. The obligations
      under this promissory note are secured by the Purchased Assets (as defined
      in the asset purchase agreement dated December 16, 2015 among, Klondex
      Canada Ltd., 7097914 Manitoba Ltd., and Klondex Mines Ltd.). The note is
      open to pre-payment without penalty. 



Klondex Holdings (USA) Inc. 

	• 	
      CDN$34,800,391 owing under the promissory note dated
      February 6, 2014 in favour of Klondex Mines Ltd., which note is repayable
      on demand and bears interest at 3.0% payable semi- annually. 

	 	
       

	• 	
      US$68,447,959 owing under the promissory note dated
      February 11, 2014 in favour of Klondex Mines Ltd., which note is repayable
      on demand and bears interest at 3.0% payable semi- annually. 

	 	
       

	• 	
      US$3,399,328 owing under the promissory note dated
      February 11, 2014 in favour of Klondex Mines Ltd., with a maturity of 5
      years and bearing interest at 3.5% with 20% of the initial principal
      amount payable annually and open to pre-payment without penalty.
  



Klondex Gold & Silver Mining Company 

	• 	Nil 


Klondex Midas Holdings Limited

	• 	Nil 


Klondex Midas Operations Inc. 

	• 	Nil 


125




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SCHEDULE F 

Closing Deliveries 


	
      1. 
	
      Certificate of Good Standing for the Borrower, 0985472
      B.C. Ltd., and Klondex Canada Ltd. dated on or about the Closing Date from
      the Registrar of Companies for British Columbia 

	
      2. 




	
      Certificate of Good Standing (Nevada) dated on or about
      the Closing Date for each of: 
(a) Klondex Holdings (USA) Inc., 
(b)
      Klondex Midas Holdings Limited, 
(c) Klondex Midas Operations Inc., and
      
(d) Klondex Gold and Silver Mining Company 

	
      3. 
	
      Officer’s Certificate of the Borrower including (i)
      certified copies of the Articles and Notice of Articles of the Borrower,
      (ii) certified copy of the resolutions of the board of directors of the
      Borrower approving matters relating to the Facility Agreement (including
      without limitation, the granting of all security in connection therewith)
      and (iii) incumbency certificate of Borrower 

	
      4. 
	
      Officer’s Certificate for each of the Guarantors
      including (i) certified copies of the Certificate of Incorporation and
      By-laws (or equivalent) of the Guarantors, (ii) certified copy of the
      resolutions of the board of directors of the Guarantors, approving matters
      relating to the Facility Agreement (including without limitation, the
      granting of all security in connection therewith) and (iii) incumbency
      certificate of the Guarantors 

	
      5. 
	
      Facility Agreement 

	
      6. 
	
      Guarantee by Klondex Canada Ltd. in favour of Security
      Agent 

	
      7. 
	
      Guarantee by 0985472 B.C. Ltd. in favour of Security
      Agent 

	
      8. 
	
      Guarantee by Klondex Gold and Silver Mining Company in
      favour of Security Agent 

	
      9. 
	
      Guarantee by Klondex Holdings (USA) Inc. in favour of
      Security Agent 

	
      10. 
	
      Guarantee by Klondex Midas Holdings Limited in favour of
      Security Agent 

	
      11. 
	
      Guarantee by Klondex Midas Operations Inc. in favour of
      Security Agent 

	
      12. 
	
      ISDA Schedule 

	
      13. 
	
      Intercreditor Agreement 

	
      14. 
	
      Ontario Opinion of Bennett Jones LLP addressed to
      Security Agent 

	
      15. 
	
      B.C. Opinion of Bennett Jones LLP as to certain corporate
      matters addressed to Security Agent 

	
      16. 
	
      Opinion of Dorsey & Whitney LLP addressed to Security
      Agent in respect of the Guarantors 

	
      17. 
	
      Opinion of Erwin & Thompson LLP addressed to Security
      Agent in respect of the Guarantors 

	
      18. 
	
      Title Opinion of Erwin & Thompson LLP addressed to
      Security Agent in respect of Nevada properties 

	
      19. 
	
      Perfection Certificate 




126



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	
      20. 
	
      General Security Agreement (BC law) issued by the
      Borrower in favour of Security Agent 

	
      21. 
	
      General Security Agreement (BC law) issued by Klondex
      Canada Ltd. in favour of Security Agent 

	
      22. 
	
      General Security Agreement (BC law) issued by 0985472
      B.C. Ltd. in favour of Security Agent 

	
      23. 
	
      Debenture (MB law) issued by Klondex Canada Ltd. in
      favour of Security Agent 

	
      24. 
	
      Debenture (ON law) issued by Klondex Canada Ltd. in
      favour of Security Agent 

	
      25. 
	
      First Lien US Security Agreement (US law) issued by
      Klondex Gold & Silver Mining Company in favour of Security Agent
    

	
      26. 
	
      First Lien US Security Agreement (US law) issued by
      Klondex Holdings (USA) Inc. in favour of Security Agent 

	
      27. 
	
      First Lien US Security Agreement (US law) issued by
      Klondex Midas Holdings Limited in favour of Security Agent 

	
      28. 
	
      First Lien US Security Agreement (US law) issued by
      Klondex Midas Operations Inc. in favour of Security Agent 

	
      29. 
	
      Securities Pledge Agreement (BC law) executed and
      delivered by Borrower in favour of Security Agent 

	
      30. 
	
      Securities Pledge Agreement (BC law) executed and
      delivered by 0985472 B.C. Ltd. in favour of Security Agent 

	
      31. 
	
      Securities Pledge Agreement (US law) executed and
      delivered by Klondex Holdings (USA) Inc. in favour of Security Agent
    

	
      32. 
	
      Securities Pledge Agreement (US law) executed and
      delivered by the Klondex Midas Holdings Limited in favour of Security
      Agent 

	
      33. 
	
      Delivery of Undated Blank Stock Transfer Powers


	
      34. 
	
      PPSA Financing Statement registered against Borrower and
      in the Province of British Columbia 

	
      35. 
	
      PPSA Financing Statement registered against 0985472 B.C.
      Ltd. in the Province of British Columbia 

	
      36. 
	
      PPSA Financing Statement registered against Klondex
      Canada Ltd. in the Province of British Columbia, Manitoba and Ontario
    

	
      37. 
	
      UCC Financing Statement registered against the U.S.
      Guarantors in the State of Nevada 

	
      38. 
	
      UCC Financing Statement registered against the Guarantors
      in the District of Columbia 

	
      39. 
	
      Blocked Account Agreement with each Canadian Guarantor
      and the Bank of Montreal (Post-Closing Deliverable) 

	
      40. 
	
      Deposit Account Control Agreement with each U.S.
      Guarantor and the Bank of America (Post-Closing Deliverable) 

	
      41. 
	
      Deed of Trust, Assignment of Leases and Rents and
      Security Agreement issued by U.S. Guarantors





127



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	42. 	
      Environmental Indemnity Agreement issued by U.S.
      Guarantors 

	43. 	
      Property and General Liability Insurance Certificates
      with Lender as Loss Payee and Additional Insured 

	44. 	
      Title Insurance for the Charged Property 

	45. 	
      Subordination Agreement with 7097914 Manitoba Ltd.
  

	46. 	
      Any additional closing deliverables as listed in the
      Closing Agenda attached hereto 




128




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SCHEDULE G 

Capitalization 


	Subsidiary 	Class of 
securities 	Number of 
securities 	Cert # 	Rights/warrants/etc? 
	0985472 B.C. Ltd. 	Common 	1,304,209 	1, 2, 3 	N/A 
	Klondex Canada Ltd. 	Common 	1,000,100 	C-1, 1 	N/A 
	Klondex Holdings (USA) Inc. 	Common 	117,833 	003, 004 	N/A 
	Klondex Gold & 
Silver Mining
      Company 	Common 	500,000 	2 	N/A 
	Klondex Midas Holdings Limited 	Common 	1,095 	4 	N/A 
	Klondex Midas Operations Inc. 	Common 	25,000 	4 	N/A




129




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SCHEDULE H 

Title to Properties; Liens 

DESCRIPTION OF MIDAS PROPERTY 

Title to Properties 

	 	1. 	
      Fee Properties



The real property and property rights, situated in Elko County,
Nevada, which is more particularly described as: 

Township 38 North, Range 46 East, MDM, APN 004-250-0003

          approx. 40.9 acres
owned by Newmont USA Limited 
Section 2: NW4NW4

Township 39 North, Range 46 East, MDM, APN
004-260-03 
         
Surface and mineral estate (approximately 840 acres) 
Section 9: E2NE4

Section 10: W2NW4, SW4 
Section 22: E2N W4, SE4 
Section 27: NE4,
NE4NW4
Section 28:
W2NW4 
          Surface
estate only (approximately 1.019 acres, commonly referred to as the Buckingham
Lands) 
Section 9: W2NE4, E2NW4 
Section 15: E2W2, W2E2 
Section 22:
NE4 
Section 28: W2SE4, E2SW4 
Section 33: NE4 
Section 34: SW4NW4, Lot
1 

Midas Town Site Lots 


	Lot No. 	Block No. 	Assessor's Parcel No. 
	6-7 	I (Gold Circle) 
	03-523-03-2 
	8 	03-523-02-4 
	11-12 	Q (Gold Circle) 	03-526-01-9 
	1 	S (Gold Circle) 
	03-521-05-1 
	2 	03-521-04-4 
	1 	W (Gold Circle) 
	03-513-03-3 
	3-16 	03-513-01-7 



130



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	2. 	
      Patented Mining
Claims





	Patent Name	M.S. No.	Patent No.	Assessor Parcel No.
	Elko Prince Annex
      Fraction 	4034	 314565	 0PM- 314-056 
	Elko Prince No. 1 
	Elko Prince No. 2 
	Elko Prince No. 4 Fraction 
	Todd Fraction 
	Hanks Fraction 
	Little Willie Fraction 
	Merle 
	June Bell 
	June Belle Fraction 
	 Water Witch No. 1 (E. Portion) 	4192 	567990 
	004-26C-004 
	 Water Witch No. 2 (E. Portion) 	004-26C-008 
	Water Witch No. 3 	0PM-567-099 
	Water Witch No. 4 
	Water Witch Fraction 
	Water Witch No. 1 (Parcel 1) 	004-26C-001 
	Water Witch No. 1 (Parcel 2) 	004-26C-002 
	Water Witch No. 1 (Parcel 3) 	004-26C-003 
	Water Witch No. 2 (Parcel 4) 	004-26C-005 
	Water Witch No. 2 (Parcel 5) 	004-26C-006 
	Water Witch No. 2 (Parcel 6) 	004-26C-007 
	Ripsaw No. 2 	3991 	298366 	0PM-298-036 
	Gold Crown 	3738 	256016 	0PM-256-001 
	Oversight Fraction (Portion) 
	Banner 	0PM-560-016 
	Gift No. 1 
	Oversight Fraction (Portion) 	0PM-060-016 
	Gift No. 2 
	Rabbit's Foot 	0PM-256-006 
	Banner Fraction 
	Wedge 	0PM-668-021 

	Old Judge No. 1 	4327 	668211 
	Sleeping Beauty 	4666 	1054830 	0PM-373-058 


	Poor Man 
	Orphan Boy 
	Pan Handle 
	Pan Handle No. 2 
	Red Top 
	Orphan Boy No. 2 
	Little Dot 
	Sunset Fraction 	 4667 	1037358 
	Hardscrabble No. 1 	4356 	827131 	0PM-827-013 
	Hardscrabble No. 2 
	Hardscrabble Fraction 



131



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	3. 	
      Unpatented Mining
Claims





	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	ACME 	41 	89 	27590 
	ACME NO. 1 	41 	279 	27591 
	ACME NO. 2 	42 	165 	27592 
	ACME NO. 3 	42 	166 	27593 
	DOT LODE 	43 	483 	27594 
	DOT LODE #2 	135 	551 	27596 
	DOT LODE NO. 4 	100 	523 	27597 
	MARTY 	366 	156 	218384 
	DOT LODE #1 	472 	575 	321676 
	MIDAS 110 	838 	347 	687827 
	MIDAS NO. 13 	838 	332 	687851 
	MIDAS 14 	838 	333 	687852 
	MIDAS 15 	838 	334 	687853 
	MIDAS 16 	838 	335 	687854 
	MIDAS 30 	838 	306 	687857 
	MIDAS 33 	838 	462 	687860 
	MIDAS NO. 34 	838 	463 	687861 
	MIDAS 35 	838 	309 	687862 
	MIDAS 36 	838 	310 	687863 
	MIDAS 37 	838 	311 	687864 
	MIDAS 38 	838 	312 	687865 
	MIDAS 39 	838 	313 	687866 
	MIDAS 40 	838 	314 	687867 
	MIDAS 41 	838 	315 	687868 
	MIDAS 81 	838 	345 	687871 
	MIDAS 94 	838 	318 	687872 
	MIDAS 96 	838 	464 	687874 
	MIDAS 114 	838 	351 	687876 
	MIDAS 115 	838 	352 	687877 
	MIDAS 118 	838 	355 	687878 
	MIDAS 119 	838 	356 	687879 
	MIDAS 121 	838 	358 	687880 
	MIDAS 122 	838 	359 	687881 
	MIDAS 123 	838 	360 	687882 
	MIDAS 124 	838 	361 	687883 
	MIDAS 125 	838 	362 	687884 
	MIDAS 126 	838 	363 	687885 
	MIDAS 127 	838 	364 	687886 
	MIDAS 128 	838 	365 	687887 
	MIDAS 129 	838 	366 	687888 
	MIDAS 130 	838 	367 	687889 
	MIDAS NO.131 	838 	466 	687890 
	MIDAS NO.132 	838 	467 	687891 



132



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS NO.133 	838 	468 	687892 
	MIDAS NO.134 	838 	469 	687893 
	MIDAS 135 	838 	470 	687894 
	MIDAS 136 	838 	471 	687895 
	MIDAS NO.137 	838 	472 	687896 
	MIDAS 138 	838 	473 	687897 
	MIDAS 139 	838 	474 	687898 
	MIDAS 140 	838 	475 	687899 
	MIDAS 141 	838 	476 	687900 
	MIDAS 142 	838 	477 	687901 
	MIDAS 143 	838 	478 	687902 
	MIDAS 144 	838 	479 	687903 
	MIDAS 146 	838 	481 	687905 
	MIDAS 147 	838 	482 	687906 
	MIDAS 148 	838 	483 	687907 
	MIDAS 149 	838 	484 	687908 
	MIDAS 150 	838 	485 	687909 
	MIDAS 151 	838 	486 	687910 
	MIDAS 152 	838 	487 	687911 
	MIDAS 153 	838 	488 	687912 
	MIDAS 154 	838 	814 	687913 
	MIDAS 1R 	840 	886 	692622 
	MIDAS 2R 	840 	887 	692623 
	MIDAS 3R 	840 	888 	692624 
	MIDAS 4R 	840 	889 	692625 
	MIDAS 5R 	840 	890 	692626 
	MIDAS 6R 	840 	891 	692627 
	MIDAS 7R 	840 	892 	692628 
	MIDAS 8R 	840 	893 	692629 
	MIDAS 9R 	840 	894 	692630 
	MIDAS 10R 	840 	895 	692631 
	MIDAS NO.11R 	840 	896 	692632 
	MIDAS 12R 	840 	897 	692633 
	MIDAS 17R 	840 	898 	692634 
	MIDAS 18R 	840 	899 	692635 
	MIDAS 19R 	840 	900 	692636 
	MIDAS 20R 	840 	901 	692637 
	MIDAS 21R 	840 	902 	692638 
	MIDAS 22R 	840 	903 	692639 
	MIDAS 23R 	840 	904 	692640 
	MIDAS 25R 	840 	905 	692641 
	MIDAS 27R 	840 	907 	692643 
	MIDAS 28R 	840 	908 	692644 



133



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS 109R 	840 	909 	692645 
	MIDAS 111R 	840 	910 	692646 
	MIDAS NO.112R 	840 	911 	692647 
	MIDAS NO.113R 	840 	912 	692648 
	MIDAS 116R 	840 	913 	692649 
	MIDAS 117R 	840 	914 	692650 
	MIDAS 155 	853 	939 	699982 
	MIDAS 156 	853 	940 	699983 
	MIDAS 157 	853 	941 	699984 
	MIDAS 158 	853 	942 	699985 
	MIDAS # 165 	878 	163 	709778 
	MIDAS # 166 	878 	164 	709779 
	MIDAS # 167 	878 	165 	709780 
	MIDAS # 168 	878 	166 	709781 
	MIDAS # 169 	878 	167 	709782 
	MIDAS # 170 	878 	168 	709783 
	MIDAS # 171 	878 	169 	709784 
	MIDAS # 172 	878 	170 	709785 
	MIDAS # 173 	878 	171 	709786 
	MIDAS # 174 	878 	172 	709787 
	AMSTERDAM # 1 	879 	937 	710875 
	AMSTERDAM # 2	879 	938 	710876 
	AMSTERDAM # 3	879 	939 	710877 
	AMSTERDAM # 4	879 	940 	710878 
	AMSTERDAM # 5	879 	941 	710879 
	AMSTERDAM # 6	879 	942 	710880 
	AMSTERDAM # 7	879 	943 	710881 
	AMSTERDAM # 8	879 	944 	710882 
	AMSTERDAM # 9	879 	945 	710883 
	AMSTERDAM # 10	879 	946 	710884 
	AMSTERDAM # 11	879 	947 	710885 
	AMSTERDAM # 12	879 	948 	710886 
	AMSTERDAM # 13	879 	949 	710887 
	AMSTERDAM # 14	879 	950 	710888 
	AMSTERDAM # 15	879 	951 	710889 
	AMSTERDAM # 16	879 	952 	710890 
	AMSTERDAM # 17	879 	953 	710891 
	AMSTERDAM # 18	879 	954 	710892 
	AMSTERDAM # 19	879 	955 	710893 
	AMSTERDAM # 20	879 	956 	710894 
	AMSTERDAM # 21	879 	957 	710895 
	AMSTERDAM # 22	879 	958 	710896 
	AMSTERDAM # 23	879 	959 	710897




134



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name 	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	AMSTERDAM # 24 	879 	960 	710898 
	AMSTERDAM # 25 	879 	961 	710899 
	AMSTERDAM # 26 	879 	962 	710900 
	AMSTERDAM # 27 	879 	963 	710901 
	AMSTERDAM # 28 	879 	964 	710902 
	AMSTERDAM # 29 	879 	965 	710903 
	AMSTERDAM # 30 	879 	966 	710904 
	AMSTERDAM # 31 	879 	967 	710905 
	AMSTERDAM # 32 	879 	968 	710906 
	AMSTERDAM # 33 	879 	969 	710907 
	AMSTERDAM # 34 	879 	970 	710908 
	AMSTERDAM # 35 	879 	971 	710909 
	AMSTERDAM # 36 	879 	972 	710910 
	AMSTERDAM # 37 	879 	973 	710911 
	AMSTERDAM # 38 	879 	974 	710912 
	AMSTERDAM # 39 	879 	975 	710913 
	AMSTERDAM # 40 	879 	976 	710914 
	AMSTERDAM # 41 	879 	977 	710915 
	AMSTERDAM # 42 	879 	978 	710916 
	AMSTERDAM # 43 	879 	979 	710917 
	AMSTERDAM # 44 	879 	980 	710918 
	AMSTERDAM # 45 	879 	981 	710919 
	AMSTERDAM # 46 	879 	982 	710920 
	AMSTERDAM # 47 	879 	983 	710921 
	AMSTERDAM # 48 	879 	984 	710922 
	AMSTERDAM # 49 	879 	985 	710923 
	AMSTERDAM # 50 	879 	986 	710924 
	AMSTERDAM # 51 	879 	987 	710925 
	AMSTERDAM # 52 	879 	988 	710926 
	AMSTERDAM # 53 	879 	989 	710927 
	AMSTERDAM # 54 	879 	990 	710928 
	AMSTERDAM # 55 	879 	991 	710929 
	AMSTERDAM # 56 	879 	992 	710930 
	AMSTERDAM # 57 	879 	993 	710931 
	AMSTERDAM # 58 	879 	994 	710932 
	AMSTERDAM # 59 	879 	995 	710933 
	AMSTERDAM # 60 	879 	996 	710934 
	AMSTERDAM # 61 	880 	1 	710935 
	AMSTERDAM # 62 	880 	2 	710936 
	AMSTERDAM # 63 	880 	3 	710937 
	AMSTERDAM # 64 	880 	4 	710938 
	AMSTERDAM # 65 	880 	5 	710939 
	AMSTERDAM # 66 	880 	6 	710940 



135



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	AMSTERDAM # 67 	880 	7 	710941 
	AMSTERDAM # 68 	880 	8 	710942 
	AMSTERDAM # 69 	880 	9 	710943 
	AMSTERDAM # 70 	880 	10 	710944 
	AMSTERDAM # 71 	880 	11 	710945 
	AMSTERDAM # 72 	880 	12 	710946 
	AMSTERDAM # 73 	880 	13 	710947 
	AMSTERDAM # 74 	880 	14 	710948 
	AMSTERDAM # 75 	880 	15 	710949 
	AMSTERDAM # 76 	880 	16 	710950 
	AMSTERDAM # 77 	880 	17 	710951 
	AMSTERDAM # 78 	880 	18 	710952 
	AMSTERDAM # 79 	880 	19 	710953 
	AMSTERDAM # 80 	880 	20 	710954 
	AMSTERDAM # 81 	880 	21 	710955 
	AMSTERDAM # 82 	880 	22 	710956 
	AMSTERDAM # 83 	880 	23 	710957 
	AMSTERDAM # 84 	880 	24 	710958 
	AMSTERDAM # 85 	880 	25 	710959 
	AMSTERDAM # 86 	880 	26 	710960 
	AMSTERDAM # 87 	880 	27 	710961 
	AMSTERDAM # 88 	880 	28 	710962 
	AMSTERDAM # 89 	880 	29 	710963 
	AMSTERDAM # 90 	880 	30 	710964 
	AMSTERDAM # 91 	880 	31 	710965 
	AMSTERDAM # 92 	880 	32 	710966 
	AMSTERDAM # 93 	880 	33 	710967 
	AMSTERDAM # 94 	880 	34 	710968 
	AMSTERDAM # 95 	880 	35 	710969 
	AMSTERDAM # 96 	880 	36 	710970 
	MIDAS # 181 	881 	86 	712502 
	MIDAS # 182 	881 	87 	712503 
	MIDAS # 183 	881 	88 	712504 
	MIDAS # 184 	881 	89 	712505 
	MIDAS # 185 	881 	90 	712506 
	MIDAS # 186 	881 	91 	712507 
	MIDAS # 187 	881 	92 	712508 
	MIDAS # 188 	881 	93 	712509 
	MIDAS # 191 	881 	96 	712512 
	MIDAS # 192 	881 	97 	712513 
	MIDAS # 193 	881 	98 	712514 
	MIDAS # 194 	881 	99 	712515 
	MIDAS # 195 	881 	100 	712516 



136



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name 	Book & Page
      or 
Document No. 	BLM Serial No.
  
	MIDAS # 196 	881 	101 	712517 
	MIDAS # 197 	881 	102 	712518 
	MIDAS # 198 	881 	103 	712519 
	MIDAS # 199 	881 	104 	712520 
	MIDAS # 200 	881 	105 	712521 
	MIDAS # 201 	881 	106 	712522 
	MIDAS # 202 	881 	107 	712523 
	MIDAS # 203 	881 	108 	712524 
	MIDAS # 204 	881 	109 	712525 
	MIDAS # 205 	881 	110 	712526 
	MIDAS # 206 	881 	111 	712527 
	MIDAS # 207 	881 	112 	712528 
	MIDAS # 208 	881 	113 	712529 
	MIDAS # 209 	881 	114 	712530 
	MIDAS # 210 	881 	115 	712531 
	MIDAS # 211 	881 	116 	712532 
	MIDAS # 212 	881 	117 	712533 
	MIDAS # 213 	881 	118 	712534 
	MIDAS # 214 	881 	119 	712535 
	MIDAS # 215 	881 	120 	712536 
	MIDAS # 216 	881 	121 	712537 
	MIDAS # 217 	881 	122 	712538 
	MIDAS # 218 	881 	123 	712539 
	MIDAS # 219 	881 	124 	712540 
	MIDAS # 220 	881 	125 	712541 
	MIDAS # 221 	881 	126 	712542 
	MIDAS # 222 	881 	127 	712543 
	MIDAS # 269 	881 	128 	712544 
	MIDAS # 270 	881 	129 	712545 
	MIDAS # 271 	881 	130 	712546 
	MIDAS # 272 	881 	131 	712547 
	MIDAS # 273 	881 	132 	712548 
	MIDAS # 274 	881 	133 	712549 
	MIDAS # 275 	881 	134 	712550 
	MIDAS # 276 	881 	135 	712551 
	MIDAS # 277 	881 	136 	712552 
	MIDAS # 278 	881 	137 	712553 
	MIDAS # 280 	881 	139 	712555 
	MIDAS # 282 	881 	141 	712557 
	MIDAS # 284 	881 	143 	712559 
	MIDAS # 285 	881 	144 	712560 
	MIDAS # 287 	881 	146 	712562 
	MIDAS 243 	882 	82 	712882 



137



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	
Claim Name 	Book & Page or
      
Document No. 	 BLM
      Serial No. 
	MIDAS 244 	882 	83 	712883 
	MIDAS # 245 	882 	84 	712884 
	MIDAS #246 	882 	85 	712885 
	MIDAS 247 	882 	86 	712886 
	MIDAS 248 	882 	87 	712887 
	MIDAS 249 	882 	88 	712888 
	MIDAS 250 	882 	89 	712889 
	MIDAS 251 	882 	90 	712890 
	MIDAS 252 	882 	91 	712891 
	MIDAS 253 	882 	92 	712892 
	MIDAS 254 	882 	93 	712893 
	MIDAS 255 	882 	94 	712894 
	MIDAS 256 	882 	95 	712895 
	MIDAS 288 	882 	96 	712896 
	MIDAS 289 	882 	97 	712897 
	MIDAS 290 	882 	98 	712898 
	AMSTERDAM FRACTION #1 	883 	541 	713546 
	AMSTERDAM FRACTION #2 	883 	542 	713547 
	MIDAS 257 	883 	553 	713554 
	MIDAS 258 	883 	554 	713555 
	MIDAS 259 	883 	555 	713556 
	MIDAS 260 	883 	556 	713557 
	MIDAS 261 	883 	557 	713558 
	MIDAS #262 	883 	558 	713559 
	MIDAS 263 	883 	559 	713560 
	MIDAS 264 	883 	560 	713561 
	MIDAS 325 	883 	564 	713569 
	MIDAS 326 	883 	565 	713570 
	MIDAS NO. 223 	885 	190 	714056 
	MIDAS NO. 224 	885 	191 	714057 
	MIDAS NO. 225 	885 	192 	714058 
	MIDAS NO. 226 	885 	193 	714059 
	MIDAS NO. 227 	885 	194 	714060 
	MIDAS 228 	885 	195 	714061 
	MIDAS 229 	885 	196 	714062 
	MIDAS 230 	885 	197 	714063 
	AMSTERDAM # 99 	897 	643 	717737 
	AMSTERDAM # 100 	897 	644 	717738 
	AMSTERDAM # 101 	897 	645 	717739 
	AMSTERDAM # 102 	897 	646 	717740 
	AMSTERDAM # 103 	897 	647 	717741 
	AMSTERDAM # 104 	897 	648 	717742 
	AMSTERDAM # 105 	897 	649 	717743 



138



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	AMSTERDAM # 106 	897 	650 	717744 
	AMSTERDAM # 107 	897 	651 	717745 
	AMSTERDAM # 108 	897 	652 	717746 
	AMSTERDAM # 112 	897 	656 	717750 
	AMSTERDAM # 113 	897 	657 	717751 
	AMSTERDAM # 114 	897 	658 	717752 
	AMSTERDAM # 115 	897 	659 	717753 
	AMSTERDAM # 117 	897 	661 	717755 
	AMSTERDAM # 119 	897 	663 	717757 
	AMSTERDAM # 123 	897 	667 	717761 
	AMSTERDAM # 124 	897 	668 	717762 
	AMSTERDAM # 125 	897 	669 	717763 
	AMSTERDAM # 126 	897 	670 	717764 
	AMSTERDAM # 127 	897 	671 	717765 
	AMSTERDAM 128 	897 	672 	717766 
	AMSTERDAM # 129 	897 	673 	717767 
	AMSTERDAM # 130 	897 	674 	717768 
	AMSTERDAM # 131 	897 	675 	717769 
	AMSTERDAM # 132 	897 	676 	717770 
	AMSTERDAM # 133 	897 	677 	717771 
	AMSTERDAM # 134 	897 	678 	717772 
	AMSTERDAM # 135 	897 	679 	717773 
	AMSTERDAM # 136 	897 	680 	717774 
	AMSTERDAM # 139 	897 	683 	717777 
	AMSTERDAM # 140 	897 	684 	717778 
	AMSTERDAM # 141 	897 	685 	717779 
	AMSTERDAM # 142 	897 	686 	717780 
	AMSTERDAM # 143 	897 	687 	717781 
	AMSTERDAM # 144 	897 	688 	717782 
	AMSTERDAM # 146 	897 	690 	717784 
	AMSTERDAM # 147 	897 	691 	717785 
	AMSTERDAM # 148 	897 	692 	717786 
	AMSTERDAM # 149 	897 	693 	717787 
	AMSTERDAM # 150 	897 	694 	717788 
	AMSTERDAM # 151 	897 	695 	717789 
	AMSTERDAM # 152 	897 	696 	717790 
	AMSTERDAM # 153 	897 	697 	717791 
	AMSTERDAM # 154 	897 	698 	717792 
	AMSTERDAM # 155 	897 	699 	717793 
	AMSTERDAM # 156 	897 	700 	717794 
	AMSTERDAM # 157 	897 	701 	717795 
	AMSTERDAM # 158 	897 	702 	717796 
	AMSTERDAM # 159 	897 	703 	717797




139



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name 	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	AMSTERDAM # 160 	897 	704 	717798 
	AMSTERDAM # 161 	897 	705 	717799 
	AMSTERDAM # 162 	897 	706 	717800 
	AMSTERDAM # 163 	897 	707 	717801 
	AMSTERDAM # 164 	897 	708 	717802 
	AMSTERDAM # 165 	897 	709 	717803 
	AMSTERDAM # 168 	897 	712 	717806 
	AMSTERDAM # 169 	897 	713 	717807 
	AMSTERDAM # 170 	897 	714 	717808 
	AMSTERDAM # 171 	897 	715 	717809 
	AMSTERDAM # 172 	897 	716 	717810 
	AMSTERDAM # 176 	902 	267 	718844 
	AMSTERDAM # 177 	902 	268 	718845 
	AMSTERDAM # 178 	902 	269 	718846 
	AMSTERDAM # 179 	902 	270 	718847 
	AMSTERDAM # 180 	902 	271 	718848 
	AMSTERDAM # 181 	902 	272 	718849 
	AMSTERDAM # 182 	902 	273 	718850 
	AMSTERDAM # 183 	902 	274 	718851 
	AMSTERDAM # 184 	902 	275 	718852 
	AMSTERDAM # 185 	902 	276 	718853 
	MIDAS #231 	902 	253 	718854 
	MIDAS #232 	902 	254 	718855 
	MIDAS #233 	902 	255 	718856 
	MIDAS #234 	902 	256 	718857 
	MIDAS #235 	902 	257 	718858 
	MIDAS #236 	902 	258 	718859 
	MIDAS #237 	902 	259 	718860 
	MIDAS #238 	902 	260 	718861 
	MIDAS #239 	902 	261 	718862 
	MIDAS #240 	902 	262 	718863 
	MIDAS #241 	902 	263 	718864 
	MIDAS #242 	902 	264 	718865 
	MIDAS #349 	902 	265 	718866 
	MIDAS #350 	902 	266 	718867 
	AMSTERDAM # 188 	909 	855 	721420 
	AMSTERDAM # 189 	909 	856 	721421 
	AMSTERDAM # 190 	909 	857 	721422 
	AMSTERDAM # 191 	909 	858 	721423 
	AMSTERDAM # 192 	909 	859 	721424 
	AMSTERDAM # 193 	909 	860 	721425 
	AMSTERDAM # 194 	909 	861 	721426 
	AMSTERDAM 195 	909 	862 	721427 



140



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or
 Document No. 	BLM Serial
      No. 
	AMSTERDAM # 197 	909 	864 	721429 
	AMSTERDAM # 198 	909 	865 	721430 
	AMSTERDAM # 199 	909 	866 	721431 
	AMSTERDAM # 200 	909 	867 	721432 
	AMSTERDAM # 201 	909 	868 	721433 
	AMSTERDAM # 202 	909 	869 	721434 
	AMSTERDAM # 203 	909 	870 	721435 
	AMSTERDAM # 204 	909 	871 	721436 
	AMSTERDAM # 205 	909 	872 	721437 
	AMSTERDAM # 206 	909 	873 	721438 
	AMSTERDAM # 207 	909 	874 	721439 
	AMSTERDAM # 208 	909 	875 	721440 
	AMSTERDAM # 209 	909 	876 	721441 
	AMSTERDAM # 210 	909 	877 	721442 
	AMSTERDAM # 211 	909 	878 	721443 
	AMSTERDAM # 212 	909 	879 	721444 
	AMSTERDAM # 213 	909 	880 	721445 
	AMSTERDAM # 214 	909 	881 	721446 
	AMSTERDAM # 215 	909 	882 	721447 
	AMSTERDAM # 216 	909 	883 	721448 
	AMSTERDAM # 217 	909 	884 	721449 
	AMSTERDAM # 218 	909 	885 	721450 
	AMSTERDAM # 219 	909 	886 	721451 
	AMSTERDAM # 220 	909 	887 	721452 
	AMSTERDAM # 221 	909 	888 	721453 
	AMSTERDAM # 222 	909 	889 	721454 
	AMSTERDAM # 223 	909 	890 	721455 
	AMSTERDAM # 224 	909 	891 	721456 
	AMSTERDAM # 225 	909 	892 	721457 
	AMSTERDAM # 226 	909 	893 	721458 
	AMSTERDAM # 227 	909 	894 	721459 
	AMSTERDAM # 228 	909 	895 	721460 
	AMSTERDAM # 229 	909 	896 	721461 
	AMSTERDAM # 230 	909 	897 	721462 
	AMSTERDAM # 231 	909 	898 	721463 
	AMSTERDAM # 232 	909 	899 	721464 
	AMSTERDAM # 233 	909 	900 	721465 
	AMSTERDAM # 234 	909 	901 	721466 
	AMSTERDAM # 235 	909 	902 	721467 
	AMSTERDAM # 236 	909 	903 	721468 
	AMSTERDAM # 237 	909 	904 	721469 
	AMSTERDAM # 238 	909 	905 	721470 
	AMSTERDAM # 239 	909 	906 	721471 



141



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name 	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	AMSTERDAM # 240 	909 	907 	721472 
	AMSTERDAM # 241 	909 	908 	721473 
	AMSTERDAM # 242 	909 	909 	721474 
	AMSTERDAM # 243 	909 	910 	721475 
	AMSTERDAM # 244 	909 	911 	721476 
	AMSTERDAM # 245 	909 	912 	721477 
	AMSTERDAM # 246 	909 	913 	721478 
	AMSTERDAM # 247 	909 	914 	721479 
	AMSTERDAM # 248 	909 	915 	721480 
	AMSTERDAM # 249 	909 	916 	721481 
	AMSTERDAM # 250 	909 	917 	721482 
	AMSTERDAM # 251 	909 	918 	721483 
	AMSTERDAM # 252 	909 	919 	721484 
	AMSTERDAM # 253 	909 	920 	721485 
	AMSTERDAM # 254 	909 	921 	721486 
	AMSTERDAM # 255 	909 	922 	721487 
	AMSTERDAM # 256 	909 	923 	721488 
	AMSTERDAM # 257 	909 	924 	721489 
	AMSTERDAM # 258 	909 	925 	721490 
	AMSTERDAM # 259 	909 	926 	721491 
	AMSTERDAM # 260 	909 	927 	721492 
	AMSTERDAM # 261 	909 	928 	721493 
	AMSTERDAM # 262 	909 	929 	721494 
	AMSTERDAM # 263 	909 	930 	721495 
	AMSTERDAM # 264 	909 	931 	721496 
	AMSTERDAM # 265 	909 	932 	721497 
	AMSTERDAM # 266 	909 	933 	721498 
	AMSTERDAM # 267 	909 	934 	721499 
	AMSTERDAM # 268 	909 	935 	721500 
	AMSTERDAM # 269 	909 	936 	721501 
	AMSTERDAM # 270 	909 	937 	721502 
	AMSTERDAM # 271 	909 	938 	721503 
	AMSTERDAM # 272 	909 	939 	721504 
	AMSTERDAM # 273 	909 	940 	721505 
	AMSTERDAM # 274 	909 	941 	721506 
	AMSTERDAM # 275 	909 	942 	721507 
	AMSTERDAM # 276 	909 	943 	721508 
	AMSTERDAM # 277 	909 	944 	721509 
	AMSTERDAM # 278 	909 	945 	721510 
	AMSTERDAM # 279 	909 	946 	721511 
	AMSTERDAM # 280 	909 	947 	721512 
	AMSTERDAM # 281 	909 	948 	721513 
	AMSTERDAM # 282 	909 	949 	721514 



142



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	AMSTERDAM # 283 	909 	950 	721515 
	AMSTERDAM # 284 	910 	1 	721516 
	AMSTERDAM # 285 	910 	2 	721517 
	AMSTERDAM # 286 	910 	3 	721518 
	AMSTERDAM # 287 	910 	4 	721519 
	AMSTERDAM # 288 	910 	5 	721520 
	AMSTERDAM # 289 	910 	6 	721521 
	AMSTERDAM # 290 	910 	7 	721522 
	AMSTERDAM # 291 	910 	8 	721523 
	AMSTERDAM # 292 	910 	9 	721524 
	AMSTERDAM # 293 	910 	10 	721525 
	AMSTERDAM # 294 	910 	11 	721526 
	AMSTERDAM # 295 	910 	12 	721527 
	AMSTERDAM # 296 	910 	13 	721528 
	AMSTERDAM # 297 	910 	14 	721529 
	AMSTERDAM # 298 	910 	15 	721530 
	AMSTERDAM # 299 	910 	16 	721531 
	AMSTERDAM # 300 	910 	17 	721532 
	AMSTERDAM # 303 	910 	20 	721535 
	AMSTERDAM # 304 	910 	21 	721536 
	AMSTERDAM # 305 	910 	22 	721537 
	AMSTERDAM # 306 	910 	23 	721538 
	AMSTERDAM # 307 	910 	24 	721539 
	AMSTERDAM # 308 	910 	25 	721540 
	AMSTERDAM # 309 	910 	26 	721541 
	AMSTERDAM # 310 	910 	27 	721542 
	AMSTERDAM # 311 	910 	28 	721543 
	AMSTERDAM # 312 	910 	29 	721544 
	AMSTERDAM # 313 	910 	30 	721545 
	AMSTERDAM # 314 	910 	31 	721546 
	AMSTERDAM # 315 	910 	32 	721547 
	AMSTERDAM # 316 	910 	33 	721548 
	AMSTERDAM # 317 	910 	34 	721549 
	AMSTERDAM # 318 	910 	35 	721550 
	AMSTERDAM # 319 	910 	36 	721551 
	AMSTERDAM # 320 	910 	37 	721552 
	AMSTERDAM # 321 	910 	38 	721553 
	AMSTERDAM # 322 	910 	39 	721554 
	AMSTERDAM # 323 	910 	40 	721555 
	AMSTERDAM # 324 	910 	41 	721556 
	AMSTERDAM # 325 	910 	42 	721557 
	AMSTERDAM # 326 	910 	43 	721558 
	AMSTERDAM # 327 	910 	44 	721559 



143



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	AMSTERDAM # 328 	910 	45 	721560 
	AMSTERDAM # 329 	910 	46 	721561 
	AMSTERDAM # 330 	910 	47 	721562 
	AMSTERDAM # 331 	910 	48 	721563 
	AMSTERDAM # 332 	910 	49 	721564 
	AMSTERDAM # 333 	910 	50 	721565 
	AMSTERDAM # 334 	910 	51 	721566 
	AMSTERDAM # 335 	910 	52 	721567 
	AMSTERDAM # 336 	910 	53 	721568 
	AMSTERDAM # 337 	910 	54 	721569 
	AMSTERDAM # 338 	910 	55 	721570 
	AMSTERDAM # 339 	910 	56 	721571 
	AMSTERDAM # 340 	910 	57 	721572 
	AMSTERDAM # 341 	910 	58 	721573 
	AMSTERDAM # 342 	910 	59 	721574 
	AMSTERDAM # 343 	910 	60 	721575 
	AMSTERDAM # 344 	910 	61 	721576 
	AMSTERDAM # 345 	910 	62 	721577 
	AMSTERDAM # 346 	910 	63 	721578 
	AMSTERDAM # 347 	910 	64 	721579 
	AMSTERDAM # 348 	910 	65 	721580 
	AMSTERDAM # 349 	910 	66 	721581 
	AMSTERDAM # 350 	910 	67 	721582 
	AMSTERDAM # 351 	910 	68 	721583 
	AMSTERDAM # 352 	910 	69 	721584 
	AMSTERDAM # 353 	910 	70 	721585 
	AMSTERDAM # 354 	910 	71 	721586 
	AMSTERDAM # 355 	910 	72 	721587 
	AMSTERDAM # 356 	910 	73 	721588 
	AMSTERDAM # 357 	910 	74 	721589 
	AMSTERDAM # 358 	910 	75 	721590 
	AMSTERDAM # 359 	910 	76 	721591 
	AMSTERDAM # 360 	910 	77 	721592 
	AMSTERDAM # 361 	910 	78 	721593 
	AMSTERDAM # 362 	910 	79 	721594 
	AMSTERDAM # 363 	910 	80 	721595 
	AMSTERDAM # 364 	910 	81 	721596 
	AMSTERDAM # 365 	910 	82 	721597 
	AMSTERDAM # 366 	910 	83 	721598 
	AMSTERDAM # 367 	910 	84 	721599 
	AMSTERDAM # 368 	910 	85 	721600 
	AMSTERDAM # 369 	910 	86 	721601 
	AMSTERDAM # 370 	910 	87 	721602 



144



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	AMSTERDAM # 371 	910 	88 	721603 
	AMSTERDAM # 372 	910 	89 	721604 
	AMSTERDAM # 373 	910 	90 	721605 
	AMSTERDAM # 374 	910 	91 	721606 
	AMSTERDAM # 375 	910 	92 	721607 
	AMSTERDAM # 376 	910 	93 	721608 
	AMSTERDAM # 377 	910 	94 	721609 
	AMSTERDAM # 378 	910 	95 	721610 
	AMSTERDAM # 379 	910 	96 	721611 
	AMSTERDAM # 380 	910 	97 	721612 
	MIDAS #353 	910 	101 	721616 
	MIDAS #354 	910 	102 	721617 
	MIDAS #355 	910 	103 	721618 
	MIDAS #356 	910 	104 	721619 
	MIDAS #357 	910 	105 	721620 
	MIDAS #358 	910 	106 	721621 
	MIDAS # 359 	910 	107 	721622 
	MIDAS # 360 	910 	108 	721623 
	MIDAS # 361 	910 	109 	721624 
	MIDAS # 362 	910 	110 	721625 
	MIDAS # 363 	910 	111 	721626 
	MIDAS # 364 	910 	112 	721627 
	MIDAS # 365 	910 	113 	721628 
	MIDAS # 366 	910 	114 	721629 
	MIDAS # 367 	910 	115 	721630 
	MIDAS # 368 	910 	116 	721631 
	MIDAS # 369 	910 	117 	721632 
	MIDAS # 370 	910 	118 	721633 
	MIDAS # 371 	910 	119 	721634 
	MIDAS # 372 	910 	120 	721635 
	MIDAS # 373 	910 	121 	721636 
	MIDAS # 374 	910 	122 	721637 
	MIDAS # 375 	910 	123 	721638 
	MIDAS # 376 	910 	124 	721639 
	MIDAS # 377 	910 	125 	721640 
	MIDAS # 378 	910 	126 	721641 
	MIDAS # 379 	910 	127 	721642 
	MIDAS # 380 	910 	128 	721643 
	MIDAS # 381 	910 	129 	721644 
	MIDAS # 382 	910 	130 	721645 
	MIDAS # 383 	910 	131 	721646 
	MIDAS # 384 	910 	132 	721647 
	MIDAS # 385 	910 	133 	721648 



145



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS # 386 	910 	134 	721649 
	MIDAS # 387 	910 	135 	721650 
	MIDAS # 388 	910 	136 	721651 
	MIDAS # 389 	910 	137 	721652 
	MIDAS # 390 	910 	138 	721653 
	MIDAS # 391 	910 	139 	721654 
	MIDAS # 392 	910 	140 	721655 
	MIDAS # 393 	910 	141 	721656 
	MIDAS # 394 	910 	142 	721657 
	MIDAS # 395 	910 	143 	721658 
	MIDAS # 396 	910 	144 	721659 
	MIDAS # 397 	910 	145 	721660 
	MIDAS # 398 	910 	146 	721661 
	MIDAS # 399 	910 	147 	721662 
	MIDAS # 400 	910 	148 	721663 
	MIDAS # 401 	910 	149 	721664 
	MIDAS # 402 	910 	150 	721665 
	MIDAS # 403 	910 	151 	721666 
	MIDAS # 404 	910 	152 	721667 
	MIDAS # 405 	910 	153 	721668 
	MIDAS # 406 	910 	154 	721669 
	MIDAS # 407 	910 	155 	721670 
	MIDAS # 408 	910 	156 	721671 
	MIDAS # 409 	910 	157 	721672 
	MIDAS # 410 	910 	158 	721673 
	MIDAS # 411 	910 	159 	721674 
	MIDAS # 412 	910 	160 	721675 
	MIDAS # 413 	910 	161 	721676 
	MIDAS # 414 	910 	162 	721677 
	MIDAS # 415 	910 	163 	721678 
	MIDAS # 416 	910 	164 	721679 
	MIDAS # 417 	910 	165 	721680 
	MIDAS # 418 	910 	166 	721681 
	MIDAS # 419 	910 	167 	721682 
	MIDAS # 420 	910 	168 	721683 
	MIDAS # 423 	910 	171 	721686 
	MIDAS # 424 	910 	172 	721687 
	MIDAS # 425 	910 	173 	721688 
	MIDAS # 426 	910 	174 	721689 
	MIDAS # 427 	910 	175 	721690 
	MIDAS # 428 	910 	176 	721691 
	MIDAS # 429 	910 	177 	721692 
	MIDAS # 430 	910 	178 	721693 



146



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS # 431 	910 	179 	721694 
	MIDAS # 432 	910 	180 	721695 
	MIDAS # 433 	910 	181 	721696 
	MIDAS # 434 	910 	182 	721697 
	MIDAS # 435 	910 	183 	721698 
	MIDAS # 436 	910 	184 	721699 
	MIDAS # 437 	910 	185 	721700 
	MIDAS # 438 	910 	186 	721701 
	MIDAS # 439 	910 	187 	721702 
	MIDAS # 440 	910 	188 	721703 
	MIDAS # 441 	910 	189 	721704 
	MIDAS # 442 	910 	190 	721705 
	MIDAS # 443 	910 	191 	721706 
	MIDAS # 444 	910 	192 	721707 
	MIDAS # 445 	910 	193 	721708 
	MIDAS # 446 	910 	194 	721709 
	MIDAS # 447 	910 	195 	721710 
	MIDAS # 448 	910 	196 	721711 
	MIDAS # 449 	910 	197 	721712 
	MIDAS # 450 	910 	198 	721713 
	MIDAS # 451 	910 	199 	721714 
	MIDAS # 452 	910 	200 	721715 
	MIDAS # 453 	910 	201 	721716 
	MIDAS # 454 	910 	202 	721717 
	MIDAS # 455 	910 	203 	721718 
	MIDAS 456 	910 	204 	721719 
	MIDAS 457 	910 	205 	721720 
	MIDAS 458 	910 	206 	721721 
	MIDAS 459 	910 	207 	721722 
	MIDAS # 460 	910 	208 	721723 
	MIDAS # 461 	910 	209 	721724 
	MIDAS # 462 	910 	210 	721725 
	MIDAS # 463 	910 	211 	721726 
	MIDAS # 464 	910 	212 	721727 
	MIDAS # 465 	910 	213 	721728 
	MIDAS # 466 	910 	214 	721729 
	MIDAS 467 	910 	215 	721730 
	MIDAS # 468 	910 	216 	721731 
	MIDAS # 469 	910 	217 	721732 
	MIDAS # 470 	910 	218 	721733 
	MIDAS # 471 	910 	219 	721734 
	MIDAS # 472 	910 	220 	721735 
	MIDAS # 473 	910 	221 	721736 



147



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or
Document No. 	BLM Serial
      No. 
	MIDAS # 474 	910 	222 	721737 
	MIDAS # 475 	910 	223 	721738 
	MIDAS # 476 	910 	224 	721739 
	MIDAS # 477 	910 	225 	721740 
	MIDAS # 478 	910 	226 	721741 
	MIDAS # 479 	910 	227 	721742 
	MIDAS # 480 	910 	228 	721743 
	MIDAS # 481 	910 	229 	721744 
	MIDAS # 482 	910 	230 	721745 
	MIDAS # 483 	910 	231 	721746 
	MIDAS # 484 	910 	232 	721747 
	MIDAS # 506 	910 	254 	721769 
	MIDAS # 507 	910 	255 	721770 
	MIDAS # 508 	910 	256 	721771 
	MIDAS # 509 	910 	257 	721772 
	MIDAS # 543 	910 	291 	721806 
	MIDAS # 544 	910 	292 	721807 
	MIDAS # 545 	910 	293 	721808 
	MIDAS # 546 	910 	294 	721809 
	MIDAS # 547 	910 	295 	721810 
	MIDAS # 548 	910 	296 	721811 
	MIDAS # 549 	910 	297 	721812 
	MIDAS # 550 	910 	298 	721813 
	MIDAS # 583 	910 	331 	721846 
	MIDAS # 584 	910 	332 	721847 
	MIDAS # 585 	910 	333 	721848 
	MIDAS # 586 	910 	334 	721849 
	MIDAS # 588 	910 	336 	721851 
	MIDAS # 623 	910 	371 	721886 
	MIDAS # 624 	910 	372 	721887 
	MIDAS # 625 	910 	373 	721888 
	MIDAS # 626 	910 	374 	721889 
	MIDAS # 627 	910 	375 	721890 
	MIDAS # 628 	910 	376 	721891 
	MIDAS # 629 	910 	377 	721892 
	MIDAS # 630 	910 	378 	721893 
	MIDAS # 631 	910 	379 	721894 
	MIDAS # 632 	910 	380 	721895 
	MIDAS # 633 	910 	381 	721896 
	MIDAS # 634 	910 	382 	721897 
	MIDAS # 635 	910 	383 	721898 
	MIDAS # 636 	910 	384 	721899 
	MIDAS # 637 	910 	385 	721900 



148



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS # 639 	910 	387 	721902 
	MIDAS # 641 	910 	389 	721904 
	MIDAS # 643 	910 	391 	721906 
	MIDAS # 645 	910 	393 	721908 
	MIDAS # 647 	910 	395 	721910 
	MIDAS # 649 	910 	397 	721912 
	MIDAS # 651 	910 	399 	721914 
	MIDAS # 661 	910 	409 	721924 
	MIDAS # 663 	910 	411 	721926 
	MIDAS # 665 	910 	413 	721928 
	MIDAS # 667 	910 	415 	721930 
	MIDAS # 669 	910 	417 	721932 
	MIDAS # 670 	910 	418 	721933 
	MIDAS # 671 	910 	419 	721934 
	MIDAS # 672 	910 	420 	721935 
	MIDAS # 673 	910 	421 	721936 
	MIDAS # 674 	910 	422 	721937 
	MIDAS # 675 	910 	423 	721938 
	MIDAS # 676 	910 	424 	721939 
	MIDAS # 677 	910 	425 	721940 
	MIDAS # 678 	910 	426 	721941 
	MIDAS # 679 	910 	427 	721942 
	MIDAS # 680 	910 	428 	721943 
	MIDAS # 681 	910 	429 	721944 
	MIDAS # 682 	910 	430 	721945 
	MIDAS # 683 	910 	431 	721946 
	MIDAS # 684 	910 	432 	721947 
	MIDAS # 685 	910 	433 	721948 
	MIDAS # 686 	910 	434 	721949 
	MIDAS # 687 	910 	435 	721950 
	MIDAS # 688 	910 	436 	721951 
	MIDAS # 689 	910 	437 	721952 
	MIDAS # 690 	910 	438 	721953 
	MIDAS # 691 	910 	439 	721954 
	MIDAS # 692 	910 	440 	721955 
	MIDAS # 693 	910 	441 	721956 
	MIDAS # 694 	910 	442 	721957 
	MIDAS # 695 	910 	443 	721958 
	MIDAS # 696 	910 	444 	721959 
	MIDAS # 697 	910 	445 	721960 
	MIDAS # 698 	910 	446 	721961 
	MIDAS # 699 	910 	447 	721962 
	MIDAS # 700 	910 	448 	721963 



149



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name 	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS # 701 	910 	449 	721964 
	MIDAS # 702 	910 	450 	721965 
	MIDAS # 703 	910 	451 	721966 
	MIDAS # 704 	910 	452 	721967 
	MIDAS # 705 	910 	453 	721968 
	MIDAS # 706 	910 	454 	721969 
	MIDAS # 707 	910 	455 	721970 
	MIDAS # 708 	910 	456 	721971 
	MIDAS # 709 	910 	457 	721972 
	MIDAS # 710 	910 	458 	721973 
	MIDAS # 711 	910 	459 	721974 
	MIDAS # 712 	910 	460 	721975 
	MIDAS # 713 	910 	461 	721976 
	MIDAS # 714 	910 	462 	721977 
	MIDAS # 715 	910 	463 	721978 
	MIDAS # 716 	910 	464 	721979 
	MIDAS # 717 	910 	465 	721980 
	MIDAS # 718 	910 	466 	721981 
	MIDAS # 719 	910 	467 	721982 
	MIDAS # 720 	910 	468 	721983 
	MIDAS # 721 	910 	469 	721984 
	MIDAS # 722 	910 	470 	721985 
	MIDAS # 723 	910 	471 	721986 
	MIDAS # 724 	910 	472 	721987 
	MIDAS # 725 	910 	473 	721988 
	MIDAS # 726 	910 	474 	721989 
	MIDAS # 727 	910 	475 	721990 
	MIDAS # 728 	910 	476 	721991 
	MIDAS # 729 	910 	477 	721992 
	MIDAS # 730 	910 	478 	721993 
	MIDAS # 731 	910 	479 	721994 
	MIDAS # 732 	910 	480 	721995 
	MIDAS # 733 	910 	481 	721996 
	MIDAS # 734 	910 	482 	721997 
	MIDAS # 735 	910 	483 	721998 
	MIDAS # 736 	910 	484 	721999 
	MIDAS # 737 	910 	485 	722000 
	MIDAS # 738 	910 	486 	722001 
	MIDAS # 739 	910 	487 	722002 
	MIDAS # 740 	910 	488 	722003 
	MIDAS # 741 	910 	489 	722004 
	MIDAS # 742 	910 	490 	722005 
	MIDAS # 743 	910 	491 	722006 



150



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS # 744 	910 	492 	722007 
	MIDAS # 745 	910 	493 	722008 
	MIDAS # 746 	910 	494 	722009 
	MIDAS # 747 	910 	495 	722010 
	MIDAS # 748 	910 	496 	722011 
	MIDAS # 749 	910 	497 	722012 
	MIDAS # 750 	910 	498 	722013 
	MIDAS # 751 	910 	499 	722014 
	MIDAS # 752 	910 	500 	722015 
	MIDAS # 753 	910 	501 	722016 
	MIDAS # 754 	910 	502 	722017 
	MIDAS # 755 	910 	503 	722018 
	MIDAS # 756 	910 	504 	722019 
	MIDAS # 757 	910 	505 	722020 
	MIDAS # 758 	910 	506 	722021 
	MIDAS # 759 	910 	507 	722022 
	MIDAS # 760 	910 	508 	722023 
	MIDAS # 761 	910 	509 	722024 
	MIDAS # 762 	910 	510 	722025 
	MIDAS # 763 	910 	511 	722026 
	MIDAS # 764 	910 	512 	722027 
	MIDAS # 765 	910 	513 	722028 
	MIDAS # 766 	910 	514 	722029 
	MIDAS # 767 	910 	515 	722030 
	MIDAS # 768 	910 	516 	722031 
	MIDAS # 769 	910 	517 	722032 
	MIDAS # 770 	910 	518 	722033 
	MIDAS # 771 	910 	519 	722034 
	MIDAS # 772 	910 	520 	722035 
	MIDAS # 773 	910 	521 	722036 
	MIDAS # 774 	910 	522 	722037 
	MIDAS # 775 	910 	523 	722038 
	MIDAS # 776 	910 	524 	722039 
	MIDAS # 777 	910 	525 	722040 
	MIDAS # 778 	910 	526 	722041 
	MIDAS # 779 	910 	527 	722042 
	MIDAS # 780 	910 	528 	722043 
	MIDAS # 781 	910 	529 	722044 
	MIDAS # 782 	910 	530 	722045 
	MIDAS # 783 	910 	531 	722046 
	MIDAS # 784 	910 	532 	722047 
	MIDAS # 785 	910 	533 	722048 
	MIDAS # 786 	910 	534 	722049 



151



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS # 787 	910 	535 	722050 
	MIDAS # 788 	910 	536 	722051 
	MIDAS # 789 	910 	537 	722052 
	MIDAS # 790 	910 	538 	722053 
	MIDAS # 791 	910 	539 	722054 
	MIDAS # 792 	910 	540 	722055 
	MIDAS # 793 	910 	541 	722056 
	MIDAS # 794 	910 	542 	722057 
	MIDAS # 795 	910 	543 	722058 
	MIDAS # 796 	910 	544 	722059 
	MIDAS # 798 	910 	546 	722061 
	MIDAS # 809 	910 	557 	722072 
	MIDAS # 810 	910 	558 	722073 
	MIDAS # 811 	910 	559 	722074 
	MIDAS # 812 	910 	560 	722075 
	MIDAS # 813 	910 	561 	722076 
	MIDAS # 814 	910 	562 	722077 
	MIDAS # 815 	910 	563 	722078 
	MIDAS # 816 	910 	564 	722079 
	MIDAS # 817 	910 	565 	722080 
	MIDAS # 818 	910 	566 	722081 
	MIDAS # 819 	910 	567 	722082 
	MIDAS # 820 	910 	568 	722083 
	MIDAS # 821 	910 	569 	722084 
	MIDAS # 822 	910 	570 	722085 
	MIDAS # 823 	910 	571 	722086 
	MIDAS # 824 	910 	572 	722087 
	MIDAS # 825 	910 	573 	722088 
	MIDAS # 826 	910 	574 	722089 
	MIDAS # 827 	910 	575 	722090 
	MIDAS # 828 	910 	576 	722091 
	MIDAS # 829 	910 	577 	722092 
	MIDAS # 830 	910 	578 	722093 
	MIDAS # 831 	910 	579 	722094 
	MIDAS # 832 	910 	580 	722095 
	MIDAS # 841 	910 	589 	722104 
	MIDAS # 842 	910 	590 	722105 
	MIDAS # 843 	910 	591 	722106 
	MIDAS # 845 	910 	593 	722108 
	MIDAS # 846 	910 	594 	722109 
	MIDAS # 847 	910 	595 	722110 
	MIDAS # 848 	910 	596 	722111 
	MIDAS # 849 	910 	597 	722112 



152



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS # 851 	910 	599 	722114 
	MIDAS # 856 	910 	604 	722119 
	MIDAS # 857 	910 	605 	722120 
	MIDAS # 858 	910 	606 	722121 
	MIDAS # 859 	910 	607 	722122 
	MIDAS # 860 	910 	608 	722123 
	MIDAS # 861 	910 	609 	722124 
	MIDAS # 862 	910 	610 	722125 
	MIDAS # 863 	910 	611 	722126 
	MIDAS # 864 	910 	612 	722127 
	MIDAS # 865 	910 	613 	722128 
	MIDAS # 866 	910 	614 	722129 
	MIDAS # 869 	910 	617 	722132 
	MIDAS 870 	915 	61 	723687 
	MIDAS 871 	915 	62 	723688 
	MIDAS 872 	915 	63 	723689 
	MIDAS # 873 	915 	64 	723690 
	MIDAS 876 	915 	67 	723693 
	MIDAS 877 	915 	68 	723694 
	MIDAS # 882 	915 	73 	723699 
	MIDAS # 883 	915 	74 	723700 
	MIDAS # 884 	915 	75 	723701 
	MIDAS # 885 	915 	76 	723702 
	MIDAS # 886 	915 	77 	723703 
	AMSTERDAM # 383 	918 	355 	726451 
	AMSTERDAM # 384 	918 	356 	726452 
	AMSTERDAM # 385 	918 	357 	726453 
	AMSTERDAM # 386 	918 	358 	726454 
	AMSTERDAM # 387 	918 	359 	726455 
	AMSTERDAM # 388 	918 	360 	726456 
	AMSTERDAM # 389 	918 	361 	726457 
	AMSTERDAM # 390 	918 	362 	726458 
	AMSTERDAM # 391 	918 	363 	726459 
	AMSTERDAM # 392 	918 	364 	726460 
	AMSTERDAM # 393 	918 	365 	726461 
	AMSTERDAM # 394 	918 	366 	726462 
	AMSTERDAM # 395 	918 	367 	726463 
	AMSTERDAM # 396 	918 	368 	726464 
	AMSTERDAM # 397 	918 	369 	726465 
	AMSTERDAM # 398 	918 	370 	726466 
	AMSTERDAM # 399 	918 	371 	726467 
	AMSTERDAM # 400 	918 	372 	726468 
	AMSTERDAM # 401 	918 	373 	726469 



153



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	AMSTERDAM # 402 	918 	374 	726470 
	AMSTERDAM # 403 	918 	375 	726471 
	AMSTERDAM # 404 	918 	376 	726472 
	AMSTERDAM # 405 	918 	377 	726473 
	AMSTERDAM # 406 	918 	378 	726474 
	AMSTERDAM # 407 	918 	379 	726475 
	AMSTERDAM # 408 	918 	380 	726476 
	AMSTERDAM # 409 	918 	381 	726477 
	AMSTERDAM # 410 	918 	382 	726478 
	AMSTERDAM # 411 	918 	383 	726479 
	MIDAS 889 	944 	358 	740783 
	MIDAS 890 	944 	359 	740784 
	MIDAS 891 	944 	360 	740785 
	MIDAS 892 	944 	361 	740786 
	ACME R 	944 	362 	740787 
	ESMERALDA NO. 1R 	944 	364 	740788 
	MIDAS 44R 	945 	568 	741243 
	MIDAS 45R 	945 	569 	741244 
	MIDAS 46R 	945 	570 	741245 
	MIDAS 47R 	945 	571 	741246 
	MIDAS 48R 	945 	572 	741247 
	MIDAS 49R 	945 	573 	741248 
	MIDAS 50R 	945 	574 	741249 
	MIDAS 51R 	945 	575 	741250 
	MIDAS 52R 	945 	576 	741251 
	MIDAS 53R 	945 	577 	741252 
	MIDAS 54R 	945 	578 	741253 
	MIDAS 55R 	945 	579 	741254 
	MIDAS 56R 	945 	580 	741255 
	MIDAS 57R 	945 	581 	741256 
	MIDAS 58R 	945 	582 	741257 
	MIDAS 59R 	945 	583 	741258 
	MIDAS 60R 	945 	584 	741259 
	MIDAS 61R 	945 	585 	741260 
	MIDAS 62R 	945 	586 	741261 
	MIDAS 63R 	945 	587 	741262 
	MIDAS 64R 	945 	588 	741263 
	MIDAS 65R 	945 	589 	741264 
	MIDAS 66R 	945 	590 	741265 
	MIDAS 67R 	945 	591 	741266 
	MIDAS 68R 	945 	592 	741267 
	MIDAS 69R 	945 	593 	741268 
	MIDAS 70R 	945 	594 	741269 



154



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS 71R 	945 	595 	741270 
	MIDAS 72R 	945 	596 	741271 
	MIDAS 73R 	945 	597 	741272 
	MIDAS 74R 	945 	598 	741273 
	MIDAS 75R 	945 	599 	741274 
	MIDAS 76R 	945 	600 	741275 
	MIDAS 77R 	945 	601 	741276 
	MIDAS 78R 	945 	602 	741277 
	MIDAS 79R 	945 	603 	741278 
	MIDAS 80R 	945 	604 	741279 
	MIDAS 82R 	945 	605 	741280 
	MIDAS 83R 	945 	606 	741281 
	MIDAS 84R 	945 	607 	741282 
	MIDAS 85R 	945 	608 	741283 
	MIDAS 86R 	945 	609 	741284 
	MIDAS 87R 	945 	610 	741285 
	MIDAS 88R 	945 	611 	741286 
	MIDAS 89R 	945 	612 	741287 
	MIDAS 90R 	945 	613 	741288 
	MIDAS 91R 	945 	614 	741289 
	MIDAS 93R 	945 	615 	741290 
	MIDAS 97R 	945 	616 	741291 
	MIDAS 98R 	945 	617 	741292 
	MIDAS 99R 	945 	618 	741293 
	MIDAS 100R 	945 	619 	741294 
	MIDAS 101R 	945 	620 	741295 
	MIDAS 102R 	945 	621 	741296 
	MIDAS 103R 	945 	622 	741297 
	MIDAS 104R 	945 	623 	741298 
	MIDAS 105R 	945 	624 	741299 
	MIDAS 106R 	945 	625 	741300 
	MIDAS 42R 	945 	566 	741302 
	MIDAS 43R 	945 	567 	741303 
	NEW GRANT R 	946 	511 	741642 
	RICO R 	946 	513 	741643 
	GOLD SOVEREIGN R 	946 	515 	741644 
	LINK R 	946 	517 	741645 
	MIDAS 92R 	960 	708 	749179 
	MIDAS 159R 	960 	705 	749180 
	MIDAS 160R 	960 	706 	749181 
	MIDAS 873A 	960 	709 	749182 
	MIDAS 844R 	971 	656 	756605 
	MIDAS 850R 	971 	657 	756606 



155



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS 894 	979 	282 	765359 
	MIDAS 895 	979 	283 	765360 
	MIDAS 896 	979 	284 	765361 
	MIDAS 897 	979 	285 	765362 
	MIDAS 898 	979 	286 	765363 
	MIDAS 899 	979 	287 	765364 
	MIDAS 900 	979 	288 	765365 
	MIDAS 901 	979 	289 	765366 
	MIDAS 902 	979 	290 	765367 
	MIDAS 903 	979 	291 	765368 
	MIDAS 904 	979 	292 	765369 
	MIDAS 905 	979 	293 	765370 
	MIDAS 906 	979 	294 	765371 
	MIDAS 907 	979 	295 	765372 
	MIDAS 908 	979 	296 	765373 
	MIDAS 909 	979 	297 	765374 
	MIDAS 910 	979 	298 	765375 
	MIDAS 911 	979 	299 	765376 
	MIDAS 912 	979 	300 	765377 
	MIDAS 913 	979 	301 	765378 
	MIDAS 914 	979 	302 	765379 
	MIDAS 915 	979 	303 	765380 
	MIDAS 916 	979 	304 	765381 
	MIDAS 917 	979 	305 	765382 
	MIDAS 918 	979 	306 	765383 
	MIDAS 919 	979 	307 	765384 
	MIDAS 920 	979 	308 	765385 
	MIDAS 921 	979 	309 	765386 
	MIDAS 922 	979 	310 	765387 
	MIDAS 923 	979 	311 	765388 
	MIDAS 924 	979 	312 	765389 
	MIDAS 925 	979 	313 	765390 
	MIDAS 926 	979 	314 	765391 
	MIDAS 927 	979 	315 	765392 
	MIDAS 928 	979 	316 	765393 
	MIDAS 929 	979 	317 	765394 
	MIDAS 930 	979 	318 	765395 
	MIDAS 931 	979 	319 	765396 
	MIDAS 932 	979 	320 	765397 
	MIDAS 933 	979 	321 	765398 
	MIDAS 934 	979 	322 	765399 
	MIDAS 935 	979 	323 	765400 
	MIDAS 936 	979 	324 	765401 



156



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS 937 	979 	325 	765402 
	MIDAS 938 	979 	326 	765403 
	MIDAS 939 	979 	327 	765404 
	MIDAS 893 	979 	281 	765405 
	MIDAS 31R 	999 	526 	774779 
	AMSTERDAM 413 	1003 	801 	776194 
	AMSTERDAM 414 	1003 	802 	776195 
	AMSTERDAM 415 	1003 	803 	776196 
	AMSTERDAM 416 	1003 	804 	776197 
	AMSTERDAM 417 	1003 	805 	776198 
	AMSTERDAM 418 	1003 	806 	776199 
	AMSTERDAM 420 	1003 	808 	776201 
	AMSTERDAM 421 	1003 	809 	776202 
	AMSTERDAM 422 	1003 	810 	776203 
	AMSTERDAM 423 	1003 	811 	776204 
	AMSTERDAM 425 	1003 	813 	776206 
	AMSTERDAM 426 	1003 	814 	776207 
	AMSTERDAM 427 	1003 	815 	776208 
	AMSTERDAM 428 	1003 	816 	776209 
	AMSTERDAM 433 	1003 	821 	776214 
	AMSTERDAM 438 	1003 	826 	776219 
	AMSTERDAM 439 	1003 	827 	776220 
	AMSTERDAM 442 	1003 	830 	776223 
	AMSTERDAM 443 	1003 	831 	776224 
	AMSTERDAM 444 	1003 	832 	776225 
	AMSTERDAM 445 	1003 	833 	776226 
	AMSTERDAM 446 	1003 	834 	776227 
	AMSTERDAM 447 	1003 	835 	776228 
	AMSTERDAM 448 	1003 	836 	776229 
	AMSTERDAM 449 	1003 	837 	776230 
	AMSTERDAM 450 	1003 	838 	776231 
	MIDAS 943 	1003 	840 	776233 
	MIDAS 944 	1003 	841 	776234 
	MIDAS 941 	1022 	202 	783117 
	MIDAS 266R 	1022 	881 	783443 
	MIDAS 267R 	1022 	882 	783444 
	MIDAS 268R 	1022 	883 	783445 
	MIDAS 189R 	1023 	661 	784239 
	MIDAS 190R 	1023 	662 	784240 
	MIDAS 279R 	1023 	663 	784241 
	MIDAS 281R 	1023 	664 	784242 
	MIDAS 283R 	1023 	665 	784243 
	MIDAS 286R 	1023 	666 	784244 



157



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS 940 	1023 	667 	784245 
	MIDAS 945 	1023 	668 	784246 
	MIDAS 946 	1023 	669 	784247 
	AMSTERDAM 109R 	1023 	670 	784248 
	AMSTERDAM 110R 	1023 	671 	784249 
	AMSTERDAM 111R 	1023 	672 	784250 
	AMSTERDAM 116R 	1023 	673 	784251 
	AMSTERDAM 118R 	1023 	674 	784252 
	AMSTERDAM 120R 	1023 	675 	784253 
	AMSTERDAM 121R 	1023 	676 	784254 
	AMSTERDAM 122R 	1023 	677 	784255 
	AMSTERDAM 137R 	1023 	678 	784256 
	AMSTERDAM 138R 	1023 	679 	784257 
	AMSTERDAM 166R 	1023 	680 	784258 
	AMSTERDAM 167R 	1023 	681 	784259 
	AMSTERDAM 173R 	1023 	682 	784260 
	AMSTERDAM 175R 	1023 	683 	784261 
	AMSTERDAM 381R 	1023 	684 	784262 
	AMSTERDAM 382R 	1023 	685 	784263 
	AMSTERDAM 412R 	1023 	686 	784264 
	AMSTERDAM 424R 	1023 	687 	784265 
	AMSTERDAM 440R 	1023 	688 	784266 
	AMSTERDAM 452 	1023 	689 	784267 
	AMSTERDAM 453 	1023 	690 	784268 
	AMSTERDAM 454 	1023 	691 	784269 
	MIDAS 510R 	1024 	821 	785013 
	MIDAS 511R 	1024 	822 	785014 
	MIDAS 512R 	1024 	823 	785015 
	MIDAS 513R 	1024 	824 	785016 
	MIDAS 514R 	1024 	825 	785017 
	AMSTERDAM 301R 	1027 	209 	785710 
	AMSTERDAM 302R 	1027 	210 	785711 
	MIDAS 942 	1027 	211 	785712 
	MIDAS 947 	1028 	415 	785921 
	MIDAS 954 	1028 	422 	785928 
	MIDAS 955 	1028 	423 	785929 
	MIDAS 956 	1028 	424 	785930 
	MIDAS 957 	1028 	425 	785931 
	MIDAS 958 	1028 	426 	785932 
	MIDAS 959 	1028 	427 	785933 
	AMSTERDAM 455 	1028 	428 	785934 
	MIDAS 966 	1053 	44 	790924 
	MIDAS 867R 	1053 	479 	790929 



158



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS 868R 	1053 	480 	790930 
	MIDAS 962 	1053 	481 	790931 
	MIDAS 963 	1053 	482 	790932 
	MIDAS 967 	1053 	486 	790933 
	MIDAS 968 	1053 	487 	790934 
	MIDAS 969 	1053 	488 	790935 
	MARTY 2R 	1065 	325 	792518 
	MARTY 3R 	1065 	326 	792519 
	MARTY 4R 	1065 	327 	792520 
	MARTY 5R 	1065 	328 	792521 
	MARTY 6R 	1065 	329 	792522 
	MIDAS 95R 	1065 	330 	792523 
	MIDAS 971 	1067 	797 	793064 
	MIDAS 972 	1067 	798 	793065 
	MIDAS 960 	1072 	25 	793495 
	MIDAS 961 	1072 	26 	793496 
	AMSTERDAM 456 	1072 	27 	793497 
	AMSTERDAM 457 	1072 	28 	793498 
	AMSTERDAM 458 	1072 	29 	793499 
	MIDAS 970 	1072 	30 	793500 
	MIDAS 973 	1072 	31 	793501 
	AMSTERDAM 459 	1086 	303 	800377 
	MIDAS 421R 	1086 	301 	800378 
	MIDAS 422R 	1086 	302 	800379 
	ESPERENZA RR 	1101 	35 	804479 
	MIDAS 26RR 	1101 	36 	804480 
	MIDAS 32R 	1101 	37 	804481 
	MIDAS 120RR 	1101 	39 	804483 
	MIDAS 175R 	1101 	40 	804484 
	MIDAS 176R 	1101 	41 	804485 
	MIDAS 177R 	1101 	42 	804486 
	MIDAS 178R 	1101 	43 	804487 
	MIDAS 179R 	1101 	44 	804488 
	MIDAS 180R 	1101 	45 	804489 
	MIDAS 299R 	1101 	54 	804498 
	MIDAS 300R 	1101 	55 	804499 
	MIDAS 301R 	1101 	56 	804500 
	MIDAS 302R 	1101 	57 	804501 
	MIDAS 303R 	1101 	58 	804502 
	MIDAS 304R 	1101 	59 	804503 
	MIDAS 305R 	1101 	60 	804504 
	MIDAS 306R 	1101 	61 	804505 
	MIDAS 307R 	1101 	62 	804506 



159



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS 308R 	1101 	63 	804507 
	MIDAS 309R 	1101 	64 	804508 
	MIDAS 310R 	1101 	65 	804509 
	MIDAS 311R 	1101 	66 	804510 
	MIDAS 312R 	1101 	67 	804511 
	MIDAS 313R 	1101 	68 	804512 
	MIDAS 314R 	1101 	69 	804513 
	MIDAS 315R 	1101 	70 	804514 
	MIDAS 316R 	1101 	71 	804515 
	MIDAS 317R 	1101 	72 	804516 
	MIDAS 318R 	1101 	73 	804517 
	MIDAS 319R 	1101 	74 	804518 
	MIDAS 320R 	1101 	75 	804519 
	MIDAS 321R 	1101 	76 	804520 
	MIDAS 322R 	1101 	77 	804521 
	MIDAS 323R 	1101 	78 	804522 
	MIDAS 324R 	1101 	79 	804523 
	MIDAS 335R 	1101 	88 	804532 
	MIDAS 336R 	1101 	89 	804533 
	MIDAS 337R 	1101 	90 	804534 
	MIDAS 338R 	1101 	91 	804535 
	MIDAS 339R 	1101 	92 	804536 
	MIDAS 340R 	1101 	93 	804537 
	MIDAS 341R 	1101 	94 	804538 
	MIDAS 342R 	1101 	95 	804539 
	MIDAS 351R 	1101 	102 	804546 
	MIDAS 352R 	1101 	103 	804547 
	MIDAS 874R 	1101 	108 	804552 
	MIDAS 875R 	1101 	109 	804553 
	MIDAS 878R 	1101 	110 	804554 
	MIDAS 879R 	1101 	111 	804555 
	MIDAS 880R 	1101 	112 	804556 
	MIDAS 881R 	1101 	113 	804557 
	MIDAS 888R 	1101 	115 	804559 
	MIDAS 964 	1101 	116 	804560 
	MIDAS 965 	1101 	117 	804561 
	AMSTERDAM 97R 	1101 	118 	804562 
	AMSTERDAM 98R 	1101 	119 	804563 
	AMSTERDAM 145R 	1101 	120 	804564 
	AMSTERDAM 174R 	1101 	121 	804565 
	AMSTERDAM 186R 	1101 	122 	804566 
	MIDAS 327RR 	1 	14939 	823693 
	MIDAS 328RR 	1 	14940 	823694 



160



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS 330RR 	1 	14941 	823695 
	MIDAS 332RR 	1 	14942 	823696 
	MIDAS 343RR 	1 	14943 	823697 
	MIDAS 344RR 	1 	14944 	823698 
	MIDAS 345RR 	1 	14945 	823699 
	MIDAS 346RR 	1 	14946 	823700 
	MIDAS 347RR 	1 	14947 	823701 
	MIDAS 852RR 	1 	14948 	823702 
	MIDAS 854RR 	1 	14949 	823703 
	MIDAS 855RR 	1 	14950 	823704 
	AMSTERDAM 187RR 	1 	14951 	823705 
	MIDAS 1000 	1 	30521 	825287 
	MIDAS 1001 	1 	30522 	825288 
	MIDAS 1002 	1 	30523 	825289 
	MIDAS 1003 	1 	30524 	825290 
	MIDAS 1004 	1 	30525 	825291 
	MIDAS 1005 	1 	30526 	825292 
	MIDAS 1006 	1 	30527 	825293 
	MIDAS 1007 	1 	30528 	825294 
	MIDAS 1008 	1 	30529 	825295 
	MIDAS 1009 	1 	30530 	825296 
	MIDAS 1010 	1 	30531 	825297 
	MIDAS 1011 	1 	30532 	825298 
	MIDAS 1012 	1 	30533 	825299 
	MIDAS 1013 	1 	30534 	825300 
	MIDAS 1014 	1 	30535 	825301 
	MIDAS 1015 	1 	30536 	825302 
	MIDAS 1016 	1 	30537 	825303 
	MIDAS 1017 	1 	30538 	825304 
	MIDAS 1018 	1 	30539 	825305 
	MIDAS 1019 	1 	30540 	825306 
	MIDAS 1020 	1 	30541 	825307 
	MIDAS 1021 	1 	30542 	825308 
	MIDAS 1022 	1 	30543 	825309 
	MIDAS 1023 	1 	30544 	825310 
	MIDAS 1024 	1 	30546 	825311 
	MIDAS 1025 	1 	30547 	825312 
	MIDAS 1026 	1 	30548 	825313 
	MIDAS 1027 	1 	30549 	825314 
	MIDAS 1028 	1 	30550 	825315 
	MIDAS 1029 	1 	30551 	825316 
	MIDAS 1030 	1 	30552 	825317 
	MIDAS 1031 	1 	30553 	825318 



161



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS 1032 	1 	30554 	825319 
	MIDAS 1033 	1 	30555 	825320 
	MIDAS 1034 	1 	30556 	825321 
	MIDAS 1035 	1 	30557 	825322 
	MIDAS 1036 	1 	30558 	825323 
	MIDAS 1037 	1 	30559 	825324 
	MIDAS 1038 	1 	30560 	825325 
	MIDAS 1039 	1 	30561 	825326 
	MIDAS 1040 	1 	30562 	825327 
	MIDAS 1041 	1 	30563 	825328 
	MIDAS 1042 	1 	30564 	825329 
	MIDAS 1043 	1 	30565 	825330 
	MIDAS 1044 	1 	30566 	825331 
	MIDAS 1045 	1 	30567 	825332 
	MIDAS 1046 	1 	30568 	825333 
	MIDAS 1047 	1 	30569 	825334 
	MIDAS 1048 	1 	30570 	825335 
	MIDAS 1049 	1 	30571 	825336 
	MIDAS 1050 	1 	30572 	825337 
	MIDAS 1051 	1 	30573 	825338 
	MIDAS 1052 	1 	30574 	825339 
	MIDAS 1053 	1 	30575 	825340 
	MIDAS 1054 	1 	30576 	825341 
	MIDAS 1055 	1 	30577 	825342 
	MIDAS 1056 	1 	30578 	825343 
	MIDAS 1057 	1 	30579 	825344 
	MIDAS 1058 	1 	30580 	825345 
	MIDAS 1059 	1 	30581 	825346 
	MIDAS 1060 	1 	30582 	825347 
	MIDAS 1061 	1 	30583 	825348 
	MIDAS 1062 	1 	30584 	825349 
	MIDAS 1063 	1 	30586 	825350 
	MIDAS 1064 	1 	30587 	825351 
	MIDAS 1065 	1 	30588 	825352 
	MIDAS 1066 	1 	30589 	825353 
	MIDAS 1067 	1 	30590 	825354 
	MIDAS 1068 	1 	30591 	825355 
	MIDAS 1069 	1 	30592 	825356 
	MIDAS 1070 	1 	30593 	825357 
	MIDAS 1071 	1 	30594 	825358 
	MIDAS 1072 	1 	30595 	825359 
	MIDAS 1073 	1 	30596 	825360 
	MIDAS 1074 	1 	30597 	825361 



162



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name
    	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	MIDAS 1075 	1 	30598 	825362 
	MIDAS 1076 	1 	30599 	825363 
	MIDAS 1077 	1 	30600 	825364 
	MIDAS 1078 	1 	30601 	825365 
	MIDAS 1079 	1 	30602 	825366 
	MIDAS 1080 	1 	30603 	825367 
	MIDAS 1081 	1 	30604 	825368 
	MIDAS 1082 	1 	30605 	825369 
	MIDAS 1083 	1 	36620 	827051 
	MIDAS 1084 	1 	36621 	827052 
	MIDAS 1085 	1 	36622 	827053 
	MIDAS 1086 	1 	36623 	827054 
	MIDAS 1087 	1 	36624 	827055 
	MIDAS 1088 	1 	36625 	827056 
	MIDAS 1089 	1 	36626 	827057 
	MIDAS 1090 	1 	36627 	827058 
	MDS 1 	 	537844 	905317 
	MDS 2 	 	537845 	905318 
	MDS 3 	 	537846 	905319 
	MDS 4 	 	537847 	905320 
	MDS 5 	 	537848 	905321 
	MDS 6 	 	537849 	905322 
	MDS 7 	 	537850 	905323 
	MDS 8 	 	537851 	905324 
	MDS 9 	 	537852 	905325 
	MDS 10 	 	537853 	905326 
	MDS 11 	 	537854 	905327 
	MDS 12 	 	537855 	905328 
	MDS 13 	 	537856 	905329 
	MDS 14 	 	537857 	905330 
	MDS 15 	 	537858 	905331 
	MDS 16 	 	537859 	905332 
	MDS 17 	 	537860 	905333 
	MDS 18 	 	537861 	905334 
	MDS 19 	 	537862 	905335 
	MDS 20 	 	537863 	905336 
	MDS 21 	 	537864 	905337 
	MDS 22 	 	537865 	905338 
	MDS 23 	 	537866 	905339 
	MDS 24 	 	537867 	905340 
	MDS 25 	 	537868 	905341 
	MDS 26 	 	537869 	905342 
	MDS 27 	 	537870 	905343 



163



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name 	Book & Page or
      
Document No. 	BLM Serial No. 
	MDS 28 	 	537871 	905344 
	MDS 29 	 	537872 	905345 
	MDS 30 	 	537873 	905346 
	MDS 31 	 	537874 	905347 
	MDS 32 	 	537875 	905348 
	MDS 33 	 	537876 	905349 
	MDS 34 	 	537877 	905350 
	MDS 35 	 	537878 	905351 
	MDS 36 	 	537879 	905352 
	MDS 37 	 	537880 	905353 
	MDS 38 	 	537881 	905354 
	MDS 39 	 	537882 	905355 
	MDS 40 	 	537883 	905356 
	MDS 41 	 	537884 	905357 
	MDS 42 	 	537885 	905358 
	MDS 43 	 	537886 	905359 
	MDS 44 	 	537887 	905360 
	MDS 45 	 	537888 	905361 
	MDS 46 	 	537889 	905362 
	MDS 47 	 	537890 	905363 
	MDS 48 	 	537891 	905364 
	MDS 49 	 	537892 	905365 
	CAT 1 	 	559184 	933598 
	CAT 2 	 	559185 	933599 
	CAT 3 	 	559186 	933600 
	CAT 4 	 	559187 	933601 
	CAT 5 	 	559188 	933602 
	CAT 6 	 	559189 	933603 
	CAT 7 	 	559190 	933604 
	CAT 8 	 	559191 	933605 
	CAT 9 	 	559192 	933606 
	CAT 10 	 	559193 	933607 
	CAT 11 	 	559194 	933608 
	CAT 12 	 	559195 	933609 
	CAT 13 	 	559196 	933610 
	CAT 14 	 	559197 	933611 
	CAT 15 	 	559198 	933612 
	CAT 16 	 	559199 	933613 
	CAT 17 	 	559200 	933614 
	CAT 18 	 	559201 	933615 
	CAT 19 	 	559202 	933616 
	CAT 20 	 	559203 	933617 
	CAT 21 	 	559204 	933618
  



164



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	Claim Name 	Book
      & Page or 
Document No. 	BLM Serial
      No. 
	CAT 22 	 	559205 	933619 
	CAT 23 	 	559206 	933620 
	CAT 24 	 	559207 	933621 
	CAT 25 	 	559208 	933622 
	CAT 26 	 	559209 	933623 
	CAT 27 	 	559210 	933624 
	CAT 28 	 	559211 	933625 
	CAT 29 	 	559212 	933626 
	CAT 30 	 	559213 	933627 
	CAT 31 	 	559214 	933628 
	CAT 32 	 	559215 	933629 
	CAT 33 	 	559216 	933630 
	CAT 34 	 	559217 	933631 
	CAT 35 	 	559218 	933632 
	CAT 36 	 	559219 	933633 
	CAT 37 	 	559220 	933634 
	CAT 38 	 	559221 	933635 
	CAT 39 	 	559222 	933636 
	CAT 40 	 	559223 	933637 
	CAT 41 	 	559224 	933638 
	CAT 42 	 	559225 	933639 
	CAT 43 	 	559226 	933640 
	CAT 44 	 	559227 	933641 
	CAT 45 	 	559228 	933642 
	CAT 46 	 	559229 	933643 
	CAT 47 	 	559230 	933644 
	CAT 48 	 	559231 	933645 
	CAT 49 	 	559232 	933646 
	CAT 50 	 	559233 	933647 
	CAT 51 	 	559234 	933648 
	CAT 52 	 	559235 	933649 
	CAT 53 	 	559236 	933650 
	CAT 54 	 	559237 	933651 
	CAT 55 	 	559238 	933652 
	CAT 56 	 	559239 	933653 
	CAT 57 	 	559240 	933654 
	CAT 58 	 	559241 	933655





	 	4. 	
      Leasehold Interests – Fee
  Property



BARRICK GOLD EXPLORATION INC. – Mining Sublease and Option
dated April 2, 2007, by and between Barrick Gold Exploration Inc. and Newmont
USA Limited, recorded as a memorandum as Document No. 571656 in the Official
Records of the Elko County Recorder’s Office, Elko County, Nevada, on April 20, 2007, covering 50% mineral interest in 1,984.5
acres in portions of Sections 3, 9-12, 15-16, 20-21, 29, T39N-R46E; Sections 6,
7, 18, T39N-R47E; Sections 35-36, T40N-R46E, Elko County, Nevada and 100%
mineral interest in 1,169.7 acres in portions of Sections 13, 23-26, 28, 29, 33,
T39N-R46E; Sections 7, 18, T39N, R47E, Elko County, Nevada. 

165




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

FRAZIER CREEK EXPLORATION CO. INC. - Lease of Estar, Redar and
Laura Unpatented Lode Mining Claims and Sublease of Domenichelli Lease, dated
July 1, 2000, by and between Frazer Creek Exploration Company, Inc., a Nevada
corporation, and Franco-Nevada Mining Corporation, Inc., a Nevada corporation
(predecessor-in-interest to Newmont Midas Operations Inc.), recorded as a
memorandum as Document No. 467521 in Book 1, Pages 5290-5317 in the Official
Records of the Elko County Recorder’s Office, Elko County, Nevada, on February
28, 2001. The Lease affects unpatented lode mining claims and agreements
pertaining to lands situated in Sections 12 and 13, Township 39 North, Range 46
East, and in Sections 7, 18 and 19, Township 39 North, Range 47 East, MDM, Elko
County, Nevada, covering 28 acres of fee land in Sections 12, 13, T39N, R46E,
and Secs. 7, 18, 19, T39N, R47E, MDM, Elko County, Nevada. 

DOMENICHELLI, RAMERIZ, WILLIAMS and FRAZER CREEK EXPLORATION
CO. -Mining Lease dated August 1, 1990, by and between William and Rose
Domenichelli, John Kenneth Domenichelli, William Melvin Domenichelli, Barbara
Jean Rameriz and Ruth Ann Williams, as lessors, and Frazer Creek Exploration
Company, Inc. a Nevada corporation, as lessee, recorded in short form version as
Document No. 297863 in Book 735 at Pages 508-514 of the Official Records of the
Elko County Recorder’s Office, Elko County, Nevada, covering 28 acres of fee
land in the E/2 NE/4 of Section 13, T39N, R46E, MDM, Elko County, Nevada. 

	 	5. 	
      Leasehold Interests – Unpatented mining
      claims



1.     Mining Lease by and between Clark
Powell and his Associates and Romarco Nevada Inc., a Nevada corporation
(predecessor-in-interest to Newmont Midas Operations Inc.), dated October 30,
1995. The Mining Lease affects the following unpatented lode mining claims
situated in Sections 21 and 28, Township 39 North, Range 46 East, MDM, Elko
County, Nevada: 


	 	Recording Information 	  
	Claim Name 	Book 	Page 	BLM Serial Number 
	King Midas 	1095 	890 	105502 
	King Midas No. 2 	1095 	891 	105503 
	Dixie 	1095 	892 	105504 
	Dixie No. 1 	1095 	893 	105505 
	Dixie No. 2 	1095 	894 	105506 
	Dixie No. 3 	1095 	895 	105507 
	H-2 	1095 	896 	105509 



2.     Lease of Estar, Redar and Laura
Unpatented Lode Mining Claims and Sublease of Domenichelli Lease, dated July 1,
2000, by and between Frazer Creek Exploration Company, Inc., a Nevada
corporation, and Franco-Nevada Mining Corporation, Inc., a Nevada corporation
(predecessor-in-interest to Newmont Midas Operations Inc.), recorded as a
memorandum as Document No. 467521 in Book 1, Pages 5290-5317 in the Official
Records of the Elko County Recorder’s Office, Elko County, Nevada, on February
28, 2001. The Lease affects unpatented lode mining claims and agreements
pertaining to lands situated in Sections 12 and 13, Township 39 North, Range 46
East, and in Sections 7, 18 and 19, Township 39 North, Range 47 East, MDM, Elko
County, Nevada, covering the following unpatented lode mining claims and
agreements pertaining to lands situated in Sections 12 and 13, Township 39
North, Range 46 East, and in Sections 7, 18 and 19, Township 39 North, Range 47
East, MDM, Elko County, Nevada: 

166



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	 	Recording Information
    
	Claim Name 	Book 	Page 	BLM Serial Number 
	Laura 6 	510 	423 	354642 
	Laura 20 	510 	435 	354655 
	REDAR 1 	875 	938 	708819 
	REDAR 2 	875 	939 	708820 
	REDAR 3 	875 	940 	708821 
	REDAR 4 	875 	941 	708822 
	REDAR 5 	875 	942 	708823 
	ESTAR 1 	875 	943 	708824 
	ESTAR 2 	875 	944 	708825 
	ESTAR 3 	875 	945 	708826 
	ESTAR 4 	875 	946 	708827 
	ESTAR 5 	875 	947 	708828 
	ESTAR 6 	875 	948 	708829 
	ESTAR 7 	912 	400 	722747 
	ESTAR 8 	912 	401 	722748 
	ESTAR 9 	912 	402 	722749 
	ESTAR 10 	912 	403 	722750 
	ESTAR 11 	912 	404 	722751 
	ESTAR 12 	912 	405 	722752 
	ESTAR 13 	912 	406 	722753 
	ESTAR 14 	912 	407 	722754 
	ESTAR 15 	912 	408 	722755 
	ESTAR 16 	912 	409 	722756 
	ESTAR 17 	912 	410 	722757 
	ESTAR 18 	912 	411 	722758 
	ESTAR 19 	912 	412 	722759 




	 	6. 	
      Property Leases



1.     Mining Lease by and between Clark
Powell and his Associates and Romarco Nevada, Inc., a Nevada corporation
(predecessor-in-interest to Newmont Midas Operations Inc.), dated October 30,
1995. The Mining Lease affects the following unpatented lode mining claims
situated in Sections 21 and 28, Township 39 North, Range 46 East, MDM, Elko
County, Nevada: 


	 	Recording
      Information 	  
	Claim Name 	Book 	Page 	BLM Serial Number 
	King Midas 	1095 	890 	105502 
	King Midas No. 2 	1095 	891 	105503 
	Dixie 	1095 	892 	105504 
	Dixie No. 1 	1095 	893 	105505 
	Dixie No. 2 	1095 	894 	105506 
	Dixie No. 3 	1095 	895 	105507 
	H-2 	1095 	896 	105509 



2.     Lease of Estar, Redar and Laura
Unpatented Lode Mining Claims and Sublease of Domenichelli Lease, dated July 1,
2000, by and between Frazer Creek Exploration Company, Inc., a Nevada
corporation, and Franco-Nevada Mining Corporation, Inc., a Nevada corporation
(predecessor-in-interest to Newmont Midas Operations Inc.), recorded as a memorandum as
Document No. 467521 in Book 1, Pages 5290-5317 in the Official Records of the
Elko County Recorder’s Office, Elko County, Nevada, on February 28, 2001. The
Lease affects unpatented lode mining claims and agreements pertaining to lands
situated in Sections 12 and 13, Township 39 North, Range 46 East, and in
Sections 7, 18 and 19, Township 39 North, Range 47 East, MDM, Elko County,
Nevada. 

167




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

3.     Mining Lease dated August 1, 1990,
by and between William and Rose Domenichelli, John Kenneth Domenichelli, William
Melvin Domenichelli, Barbara Jean Rameriz and Ruth Ann Williams, as lessors, and
Frazer Creek Exploration Company, Inc. a Nevada corporation, as lessee, recorded
in short form version as Document No. 297863 in Book 735 at Pages 508-514 of the
Official Records of the Elko County Recorder’s Office, Elko County, Nevada.

4.     Agreement Transferring Property
Interests and Terminating Mining Lease With Option to Joint Venture, Quitclaim
Deed and Grant of Royalty, dated August 11, 2000, by and between Frazer Creek
Exploration Company, Inc., and Nevada corporation and Homestake Mining Company
of California, a California corporation, recorded as Document No. 462327 in Book
0 at Pages 23222-23233 of the Official Records of the Elko County Recorder’s
Office, Elko County, Nevada, and on September 18, 2000. The terms of which the
Laura 6 and 20 unpatented lode mining claims are subject to a two percent (2%)
net smelter returns royalty and portions of the REDAR 3, 4 and 5, and ESTAR 1,
7, 8, 11, 18 and 19 unpatented lode mining claims are subject to a one percent
(1%) net smelter returns royalty. 

5.     Mining Sublease and Option dated
April 2, 2007, by and between Barrick Gold Exploration Inc. and Newmont USA
Limited, recorded as a memorandum as Document No. 571656 in the Official Records
of the Elko County Recorder’s Office, Elko County, Nevada, on April 20,
2007.

6.     Land Lease Agreement dated March 26,
2012 by and between Newmont Midas Operations Inc., a Nevada corporation, as
Lessor, and Southwestco Wireless LP, d/b/a Verizon Wireless, by Southwestco
Wireless Inc., its managing partner, as Lessee, recorded as a memorandum as
Document No. 654417 in the Official Records of the Elko County Recorder’s
Office, Elko County, Nevada, on April 19, 2012. 

168




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

DESCRIPTION OF FIRE CREEK PROPERTY 

	 	1. 	
      Title to Properties



831 Unpatented Lode Mining Claims Owned by Klondex Gold &
Silver Mining Company 

Located in Sections 2, 10, 14, 16, 20, 22, 24, 26, 28, 30, 31,
32, 34 and 36, T30N R47E; and Section 36, T31N R47E; MDM, Lander County, Nevada



	BLM Serial # 	Claim Name &
      # 	Loc Date 	DOC; Book;
      Page 
	 	 	 	 
	NMC429292 	WOOD TICK # 2 	7/18/1987 	144804;295;528 
	NMC429294 	WOOD TICK # 4 	7/18/1987 	144806;295;530 
	NMC429296 	WOOD TICK # 6 	7/18/1987 	144808;295;532 
	NMC429298 	WOOD TICK # 8 	7/18/1987 	144810;295;534 
	NMC429300 	WOOD TICK # 10 	7/18/1987 	144812;295;536 
	NMC429302 	WOOD TICK # 12 	7/18/1987 	144814;295;538 
	NMC429304 	WOOD TICK # 14 	7/18/1987 	144816;295;540 
	NMC429306 	WOOD TICK # 16 	7/18/1987 	144818;295;542 
	NMC429308 	WOOD TICK # 18 	7/18/1987 	144820;295;544 
	NMC429310 	WOOD TICK # 20 	7/18/1987 	144822;295;546 
	NMC429312 	WOOD TICK # 22 	7/18/1987 	144824;295;548 
	NMC429314 	WOOD TICK # 24 	7/19/1987 	144826;295;550 
	NMC429316 	WOOD TICK # 26 	7/19/1987 	144828;295;552 
	NMC429318 	WOOD TICK # 28 	7/18/1987 	144830;295;554 
	NMC429320 	WOOD TICK # 30 	7/18/1987 	144832;295;556 
	NMC429322 	WOOD TICK # 32 	7/19/1987 	144834;295;558 
	NMC429324 	WOOD TICK # 34 	7/19/1987 	144836;295;560 
	NMC429326 	WOOD TICK # 36 	7/19/1987 	144838;295;562 
	NMC429328 	WOOD TICK # 38 	7/21/1987 	144840;295;564 
	NMC429330 	WOOD TICK # 40 	7/21/1987 	144842;295;566 
	NMC429332 	WOOD TICK # 42 	7/21/1987 	144844;295;568 
	NMC429334 	WOOD TICK # 44 	7/21/1987 	144846;295;570 
	NMC429336 	WOOD TICK # 46 	7/21/1987 	144848;295;572 
	NMC429338 	WOOD TICK # 48 	7/21/1987 	144850;295;574 
	NMC429340 	WOOD TICK # 50 	7/21/1987 	144852;295;576 
	NMC429342 	WOOD TICK # 52 	7/21/1987 	144854;295;578 
	  	 	  	  
	NMC588642 	G 1 	1/23/1990 	163499 
	NMC588643 	G 2 	1/23/1990 	163500 
	NMC588644 	G 3 	1/23/1990 	163501 
	NMC588645 	G 4 	1/23/1990 	163502 
	NMC588646 	G 5 	1/23/1990 	163503 
	NMC588647 	G 6 	1/23/1990 	163504 
	NMC588648 	G 7 	1/23/1990 	163505 
	NMC588649 	G 8 	1/23/1990 	163506 
	NMC588650 	G 9 	1/23/1990 	163507 
	NMC588651 	G 10 	1/23/1990 	163508 
	NMC588652 	G 11 	1/23/1990 	163509 
	NMC588653 	G 12 	1/23/1990 	163510 
	NMC588654 	G 13 	1/23/1990 	163511 
	NMC588655 	G 14 	1/23/1990 	163512




169



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	BLM Serial # 	Claim Name &
      # 	Loc Date 	DOC; Book;
      Page 
	 	 	 	 
	NMC588656 	G 15 	1/23/1990 	163513 
	NMC588657 	G 16 	1/23/1990 	163514 
	  	 	  	  
	NMC636760 	DEB # 2 	12/13/1991 	171442;403/94 
	NMC636762 	DEB # 4 	12/13/1991 	171444;403/94 
	  	 	  	  
	NMC642589 	REVENGE 2 	12/16/1991 	172707 
	NMC642591 	REVENGE 4 	12/17/1991 	172709 
	NMC642593 	REVENGE 6 	12/17/1991 	172711 
	NMC642595 	REVENGE 8 	1/26/1992 	172713 
	NMC642597 	REVENGE 10 	12/18/1991 	172715 
	NMC642599 	REVENGE 12 	12/18/1991 	172717 
	NMC642601 	REVENGE 14 	12/18/1991 	172719 
	NMC642603 	REVENGE 16 	2/6/1992 	172721 
	NMC642605 	REVENGE 18 	2/6/1992 	172723 
	NMC642607 	REVENGE 20 	12/16/1991 	172725 
	NMC642609 	REVENGE 22 	1/9/1992 	172727 
	NMC642611 	REVENGE 24 	2/13/1992 	172729 
	NMC642613 	REVENGE 26 	2/13/1992 	172731 
	NMC642615 	REVENGE 28 	1/26/1992 	172733 
	  	 	  	  
	NMC654400 	K 1 	6/25/1992 	176394 
	NMC654401 	K 2 	6/25/1992 	176395 
	NMC654402 	K 3 	6/25/1992 	176396 
	NMC654403 	K 4 	6/25/1992 	176397 
	NMC654404 	K 5 	6/25/1992 	176398 
	NMC654405 	K 6 	6/25/1992 	176399 
	NMC654406 	K 7 	6/25/1992 	176400 
	NMC654407 	K 8 	6/25/1992 	176401 
	NMC654408 	K 9 	6/25/1992 	176402 
	NMC654409 	K 10 	6/25/1992 	176403 
	NMC654410 	K 11 	6/25/1992 	176404 
	NMC654411 	K 12 	6/25/1992 	176405 
	NMC654412 	K 13 	6/25/1992 	176406 
	NMC654413 	K 14 	6/25/1992 	176407 
	NMC654414 	K 15 	6/25/1992 	176408 
	NMC654415 	K 16 	6/25/1992 	176409 
	NMC654416 	K 17 	6/25/1992 	176410 
	  	Amended    	8/17/1992 	177514 
	NMC654417 	K 18 	6/25/1992 	176411 
	  	Amended    	8/14/1992 	177515 
	NMC654418 	K 19 	6/25/1992 	176412 
	NMC654419 	K 20 	6/25/1992 	176413 
	  	Amended    	8/14/1992 	177516 
	NMC654420 	K 21 	6/26/1992 	176414 
	NMC654421 	K 22 	6/26/1992 	176415 
	  	Amended    	8/17/1992 	177517 
	NMC654422 	K 23 	6/26/1992 	176416 
	NMC654423 	K 24 	6/26/1992 	176417




170



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	BLM Serial # 	Claim Name &
      # 	Loc Date 	DOC; Book;
      Page 
	 	 	 	 
	  	Amended    	8/17/1992 	177518 
	NMC654424 	K 25 	6/26/1992 	176418 
	  	Amended    	8/17/1992 	177519 
	NMC654425 	K 26 	6/26/1992 	176419 
	  	Amended    	8/17/1992 	177520 
	NMC654426 	K 27 	6/26/1992 	176420 
	  	Amended    	8/17/1992 	177521 
	  	 	  	  
	NMC677352 	ALAN 1 	2/15/1993 	183752;392;688 
	NMC677353 	ALAN 2 	2/15/1993 	183753 
	NMC677354 	ALAN 3 	2/15/1993 	183754 
	NMC677355 	ALAN 4 	2/15/1993 	183755 
	NMC677356 	ALAN 5 	2/15/1993 	183756 
	NMC677357 	ALAN 6 	2/15/1993 	183757 
	NMC677358 	ALAN 7 	2/15/1993 	183758 
	NMC677359 	ALAN 8 	2/15/1993 	183759 
	NMC677360 	ALAN 9 	2/15/1993 	183760 
	NMC677361 	ALAN 10 	2/15/1993 	183761 
	NMC677362 	ALAN 11 	2/15/1993 	183762 
	NMC677363 	ALAN 12 	2/15/1993 	183763 
	NMC677364 	ALAN 13 	2/15/1993 	183764 
	NMC677365 	ALAN 14 	2/15/1993 	183765;392;701 
	  	 	  	  
	NMC689348 	N 2 	11/17/1993 	187015;403;45 
	NMC689350 	N 4 	11/17/1993 	187017 
	NMC689352 	N 6 	11/17/1993 	187019 
	NMC689354 	N 8 	11/17/1993 	187021 
	NMC689356 	N 10 	11/17/1993 	187023 
	NMC689358 	N 12 	11/17/1993 	187025 
	NMC689360 	N 14 	11/17/1993 	187027 
	NMC689362 	N 16 	11/17/1993 	187029 
	NMC689364 	N 18 	11/17/1993 	187031 
	NMC689366 	N 20 	11/18/1993 	187033 
	NMC689368 	N 22 	11/18/1993 	187035 
	NMC689370 	N 24 	11/18/1993 	187037 
	NMC689372 	N 26 	11/18/1993 	187039 
	NMC689374 	N 28 	11/18/1993 	187041 
	NMC689376 	N 30 	11/18/1993 	187043;403;73 
	  	 	  	  
	NMC689380 	TL 2 	11/8/1993 	187048;403;78 
	NMC689382 	TL 4 	11/8/1993 	187050 
	NMC689384 	TL 6 	11/8/1993 	187052 
	NMC689386 	TL 8 	11/10/1993 	187054 
	NMC689388 	TL 10 	11/10/1993 	187056 
	NMC689390 	TL 12 	11/10/1993 	187058 
	NMC689392 	TL 14 	11/10/1993 	187060 
	NMC689394 	TL 16 	11/10/1993 	187062 
	NMC689396 	TL 18 	11/10/1993 	187064;40394




171



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	BLM Serial # 	Claim Name &
      # 	Loc Date 	DOC; Book;
      Page 
	 	 	 	 
	NMC703411 	TL 20 	6/21/1994 	190187;409;652 
	NMC703413 	TL 22 	6/21/1994 	190189;409;654 
	NMC703415 	TL 24 	6/21/1994 	190191;409;656 
	NMC703417 	TL 26 	6/21/1994 	190193;409;658 
	  	 	  	  
	NMC725845 	FCRA 1 	9/28/1995 	195570;422;371 
	NMC725846 	FCRA 2 	9/28/1995 	195571;422;372 
	NMC725847 	FCRA 3 	9/28/1995 	195572;422;373 
	NMC725848 	FCRA 4 	9/28/1995 	195573;422;374 
	NMC725849 	FCRA 5 	9/28/1995 	195574;422;375 
	NMC725850 	FCRA 6 	9/28/1995 	195575;422;376 
	NMC725851 	FCRA 7 	9/28/1995 	195576;422;377 
	NMC725852 	FCRA 8 	9/28/1995 	195577;422;378 
	NMC725853 	FCRA 9 	9/28/1995 	195578;422;379 
	NMC725854 	FCRA 10 	9/28/1995 	195579;422;380 
	NMC725855 	FCRA 11 	9/28/1995 	195580;422;381 
	NMC725856 	FCRA 12 	9/28/1995 	195581;422;382 
	NMC725857 	FCRA 13 	9/28/1995 	195582;422;383 
	NMC725858 	FCRA 14 	9/28/1995 	195583;422;384 
	NMC725859 	FCRA 15 	9/28/1995 	195584;422;385 
	NMC725860 	FCRA 16 	9/28/1995 	195585;422;386 
	NMC725861 	FCRA 17 	9/28/1995 	195586;422;387 
	NMC725862 	FCRA 18 	9/28/1995 	195587;422;388 
	NMC725863 	FCRA 19 	9/28/1995 	195588;422;389 
	NMC725864 	FCRA 20 	9/28/1995 	195589;422;390 
	  	 	  	  
	NMC810915 	T 1 	10/13/1999 	213996;470;446 
	NMC810916 	T 2 	10/13/1999 	213997;470;447 
	NMC810917 	T 3 	10/13/1999 	213998;470;448 
	NMC810918 	T 4 	10/13/1999 	213999;470;449 
	NMC810919 	T 5 	10/13/1999 	214000;470;450 
	NMC810920 	T 6 	10/13/1999 	214001;470;451 
	NMC810921 	T 7 	10/13/1999 	214002;470;452 
	NMC810922 	T 8 	10/13/1999 	214003;470;453 
	NMC810923 	T 9 	10/13/1999 	214004;470;454 
	NMC810924 	T 10 	10/13/1999 	214005;470;455 
	  	 	  	  
	NMC858199 	T 11 	9/24/2003 	229498 
	NMC858200 	T 12 	9/24/2003 	229499 
	NMC858201 	T 13 	9/24/2003 	229500 
	NMC858202 	T 14 	9/24/2003 	229501 
	NMC858203 	T 15 	9/24/2003 	229502 
	NMC858204 	T 16 	9/24/2003 	229503 
	NMC858205 	T 17 	9/24/2003 	229504 
	NMC858206 	T 18 	9/24/2003 	229505 
	NMC858207 	T 19 	9/23/2003 	229506 
	NMC858208 	T 20 	9/23/2003 	229507 
	NMC858209 	T 21 	9/23/2003 	229508 
	NMC858210 	T 22 	9/23/2003 	229509




172



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	BLM Serial # 	Claim Name &
      # 	Loc Date 	DOC; Book;
      Page 
	 	 	 	 
	NMC858211 	T 23 	9/23/2003 	229510 
	NMC858212 	T 24 	9/23/2003 	229511 
	NMC858213 	T 25 	9/23/2003 	229512 
	NMC858214 	T 26 	9/23/2003 	229513 
	NMC858215 	T 27 	9/24/2003 	229514 
	NMC858216 	T 28 	9/24/2003 	229515 
	NMC858217 	T 29 	9/24/2003 	229516 
	NMC858218 	T 30 	9/24/2003 	229517 
	NMC858219 	T 31 	9/24/2003 	229518 
	NMC858220 	T 32 	9/24/2003 	229519 
	NMC858221 	T 33 	9/24/2003 	229520 
	NMC858222 	T 34 	9/24/2003 	229521 
	NMC858223 	T 35 	9/24/2003 	229522 
	NMC858224 	T 36 	9/24/2003 	229523 
	  	 	  	  
	NMC858225 	HONDO 1 	9/20/2003 	229421 
	NMC858226 	HONDO 3 	9/20/2003 	229422 
	NMC858227 	HONDO 5 	9/20/2003 	229423 
	NMC858228 	HONDO 7 	9/20/2003 	229424 
	NMC858229 	HONDO 9 	9/20/2003 	229425 
	NMC858230 	HONDO 11 	9/20/2003 	229426 
	NMC858231 	HONDO 13 	9/20/2003 	229427 
	NMC858232 	HONDO 15 	9/20/2003 	229428 
	NMC858233 	HONDO 18 	9/20/2003 	229429 
	NMC858234 	HONDO 20 	9/20/2003 	229430 
	NMC858235 	HONDO 22 	9/20/2003 	229431 
	NMC858236 	HONDO 24 	9/20/2003 	229432 
	NMC858237 	HONDO 26 	9/20/2003 	229433 
	NMC858238 	HONDO 28 	9/20/2003 	229434 
	NMC858239 	HONDO 30 	9/20/2003 	229435 
	NMC858240 	HONDO 32 	9/20/2003 	229436 
	NMC858241 	HONDO 157 	9/20/2003 	229437 
	NMC858242 	HONDO 158 	9/20/2003 	229438 
	  	 	  	  
	NMC858243 	DEB 1 	9/22/2003 	229477 
	NMC858244 	DEB 3 	9/22/2003 	229478 
	NMC858245 	DEB 5 	9/22/2003 	229479 
	  	 	  	  
	NMC858246 	REVENGE 1 	9/22/2003 	229480 
	NMC858247 	REVENGE 3 	9/23/2003 	229481 
	NMC858248 	REVENGE 5 	9/23/2003 	229482 
	NMC858249 	REVENGE 7 	9/23/2003 	229483 
	NMC858250 	REVENGE 9 	9/23/2003 	229484 
	NMC858251 	REVENGE 11 	9/22/2003 	229485 
	NMC858252 	REVENGE 13 	9/22/2003 	229486 
	NMC858253 	REVENGE 15 	9/22/2003 	229487 
	NMC858254 	REVENGE 17 	9/22/2003 	229488 
	NMC858255 	REVENGE 19 	9/22/2003 	229489 
	NMC858256 	REVENGE 21 	9/22/2003 	229490




173



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	BLM Serial # 	Claim Name &
      # 	Loc Date 	DOC; Book;
      Page 
	 	 	 	 
	NMC858257 	REVENGE 23 	9/22/2003 	229491 
	NMC858258 	REVENGE 25 	9/22/2003 	229492 
	NMC858259 	REVENGE 27 	9/22/2003 	229493 
	NMC858260 	REVENGE 29 	9/23/2003 	229494 
	NMC858261 	REVENGE 30 	9/23/2003 	229495 
	NMC858262 	REVENGE 31 	9/23/2003 	229496 
	  	 	  	  
	NMC858263 	FC 1 	9/21/2003 	229440 
	NMC858264 	FC 2 	9/21/2003 	229441 
	NMC858265 	FC 3 	9/21/2003 	229442 
	NMC858266 	FC 4 	9/21/2003 	229443 
	NMC858267 	FC 5 	9/21/2003 	229444 
	NMC858268 	FC 6 	9/21/2003 	229445 
	NMC858269 	FC 7 	9/21/2003 	229446 
	NMC858270 	FC 8 	9/21/2003 	229447 
	NMC858271 	FC 9 	9/21/2003 	229448 
	NMC858272 	FC 10 	9/21/2003 	229449 
	NMC858273 	FC 11 	9/21/2003 	229450 
	NMC858274 	FC 12 	9/21/2003 	229451 
	NMC858275 	FC 13 	9/21/2003 	229452 
	NMC858276 	FC 14 	9/21/2003 	229453 
	NMC858277 	FC 15 	9/21/2003 	229454 
	NMC858278 	FC 16 	9/21/2003 	229455 
	NMC858279 	FC 17 	9/21/2003 	229456 
	NMC858280 	FC 18 	9/21/2003 	229457 
	  	 	  	  
	NMC858281 	WHAT IF 29 	9/21/2003 	229458 
	NMC858282 	WHAT IF 30 	9/21/2003 	229459 
	NMC858283 	WHAT IF 31 	9/21/2003 	229460 
	NMC858284 	WHAT IF 32 	9/21/2003 	229461 
	NMC858285 	WHAT IF 33 	9/21/2003 	229462 
	NMC858286 	WHAT IF 34 	9/21/2003 	229463 
	NMC858287 	WHAT IF 35 	9/21/2003 	229464 
	NMC858288 	WHAT IF 36 	9/21/2003 	229465 
	NMC858289 	WHAT IF 37 	9/21/2003 	229466 
	  	 	  	  
	NMC858290 	FC 38 	9/21/2003 	229467 
	NMC858291 	FC 39 	9/21/2003 	229468 
	NMC858292 	FC 40 	9/21/2003 	229469 
	NMC858293 	FC 41 	9/21/2003 	229470 
	NMC858294 	FC 42 	9/21/2003 	229471 
	NMC858295 	FC 43 	9/21/2003 	229472 
	NMC858296 	FC 44 	9/21/2003 	229473 
	NMC858297 	FC 45 	9/21/2003 	229474 
	NMC858298 	FC 46 	9/21/2003 	229475 
	  	 	  	  
	NMC858346 	T 38 	10/5/2003 	229833 
	NMC858347 	T 39 	10/5/2003 	229834 
	NMC858348 	T 40 	10/5/2003 	229835




174



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	BLM Serial # 	Claim Name &
      # 	Loc Date 	DOC; Book;
      Page 
	 	 	 	 
	NMC858349 	T 41 	10/5/2003 	229836 
	NMC858350 	T 42 	10/5/2003 	229837 
	NMC858351 	T 43 	10/5/2003 	229838 
	NMC858352 	T 44 	10/5/2003 	229839 
	NMC858353 	T 45 	10/5/2003 	229840 
	NMC858354 	T 46 	10/5/2003 	229841 
	NMC858355 	T 47 	10/5/2003 	229842 
	NMC858356 	T 48 	10/5/2003 	229843 
	NMC858357 	T 49 	10/5/2003 	229844 
	NMC858358 	T 50 	10/5/2003 	229845 
	NMC858359 	T 51 	10/5/2003 	229846 
	NMC858360 	T 52 	10/5/2003 	229847 
	NMC858361 	T 53 	10/5/2003 	229848 
	NMC858362 	T 54 	10/5/2003 	229849 
	NMC858363 	T 55 	10/5/2003 	229850 
	NMC858364 	T 56 	10/5/2003 	229851 
	NMC858365 	T 57 	10/5/2003 	229852 
	NMC858366 	T 58 	10/5/2003 	229853 
	NMC858367 	T 59 	10/5/2003 	229854 
	NMC858368 	T 60 	10/5/2003 	229855 
	NMC858369 	T 61 	10/6/2003 	229856 
	NMC858370 	T 62 	10/6/2003 	229857 
	NMC858371 	T 63 	10/6/2003 	229858 
	NMC858372 	T 64 	10/6/2003 	229859 
	NMC858373 	T 65 	10/6/2003 	229860 
	NMC858374 	T 66 	10/6/2003 	229861 
	NMC858375 	T 67 	10/6/2003 	229862 
	NMC858376 	T 68 	10/6/2003 	229863 
	NMC858377 	T 69 	10/6/2003 	229864 
	NMC858378 	T 70 	10/6/2003 	229865 
	NMC858379 	T 71 	10/6/2003 	229866 
	NMC858380 	T 72 	10/6/2003 	229867 
	  	 	  	  
	NMC883199 	FCXX 1 	11/24/2004 	234689 
	NMC883200 	FCXX 2 	11/24/2004 	234690 
	NMC883201 	FCXX 3 	11/24/2004 	234691 
	NMC883202 	FCXX 4 	11/24/2004 	234692 
	NMC883203 	FCXX 5 	11/24/2004 	234693 
	NMC883204 	FCXX 6 	11/24/2004 	234694 
	NMC883205 	FCXX 7 	11/24/2004 	234695 
	NMC883206 	FCXX 8 	11/24/2004 	234696 
	NMC883207 	FCXX 9 	11/24/2004 	234697 
	NMC883208 	FCXX 10 	11/24/2004 	234698 
	NMC883209 	FCXX 11 	11/24/2004 	234699 
	NMC883210 	FCXX 12 	11/24/2004 	234700 
	NMC883211 	FCXX 13 	11/24/2004 	234701 
	NMC883212 	FCXX 14 	11/24/2004 	234702 
	NMC883213 	FCXX 15 	11/24/2004 	234703 
	NMC883214 	FCXX 16 	11/24/2004 	234704




175



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	BLM Serial # 	Claim Name &
      # 	Loc Date 	DOC; Book;
      Page 
	 	 	 	 
	NMC883215 	FCXX 17 	11/24/2004 	234705 
	NMC883216 	FCXX 18 	11/24/2004 	234706 
	NMC883217 	FCXX 19 	11/24/2004 	234707 
	NMC883218 	FCXX 20 	11/24/2004 	234708 
	NMC883219 	FCXX 21 	11/24/2004 	234709 
	NMC883220 	FCXX 22 	11/24/2004 	234710 
	NMC883221 	FCXX 23 	11/24/2004 	234711 
	NMC883222 	FCXX 24 	11/24/2004 	234712 
	NMC883223 	FCXX 25 	11/24/2004 	234713 
	NMC883224 	FCXX 26 	11/24/2004 	234714 
	NMC883225 	FCXX 27 	11/24/2004 	234715 
	NMC883226 	FCXX 28 	11/24/2004 	234716 
	NMC883227 	FCXX 29 	11/24/2004 	234717 
	NMC883228 	FCXX 30 	11/24/2004 	234718 
	NMC883229 	FCXX 31 	11/24/2004 	234719 
	NMC883230 	FCXX 32 	11/24/2004 	234720 
	NMC883231 	FCXX 33 	11/24/2004 	234721 
	NMC883232 	FCXX 34 	11/24/2004 	234722 
	NMC883233 	FCXX 35 	11/24/2004 	234723 
	NMC883234 	FCXX 36 	11/24/2004 	234724 
	NMC883235 	FCXX 37 	11/24/2004 	234725 
	NMC883236 	FCXX 38 	11/24/2004 	234726 
	NMC883237 	FCXX 39 	11/24/2004 	234727 
	NMC883238 	FCXX 40 	11/24/2004 	234728 
	  	 	  	  
	NMC941456 	CH 1 	9/19/2006 	245941 
	NMC941457 	CH 2 	9/19/2006 	245942 
	NMC941458 	CH 3 	9/19/2006 	245943 
	NMC941459 	CH 4 	9/19/2006 	245944 
	NMC941460 	CH 5 	9/19/2006 	245945 
	NMC941461 	CH 6 	9/19/2006 	245946 
	NMC941462 	CH 7 	9/19/2006 	245947 
	NMC941463 	CH 8 	9/19/2006 	245948 
	NMC941464 	CH 9 	9/19/2006 	245949 
	NMC941465 	CH 10 	9/19/2006 	245950 
	NMC941466 	CH 11 	9/19/2006 	245951 
	NMC941467 	CH 12 	9/19/2006 	245952 
	NMC941468 	CH 13 	9/19/2006 	245953 
	NMC941469 	CH 14 	9/19/2006 	245954 
	NMC941470 	CH 15 	9/19/2006 	245955 
	NMC941471 	CH 16 	9/19/2006 	245956 
	NMC941472 	CH 17 	9/19/2006 	245957 
	NMC941473 	CH 18 	9/19/2006 	245958 
	  	 	  	  
	NMC941474 	HONDO 2 	10/4/2006 	245960 
	NMC941475 	HONDO 4 	10/4/2006 	245961 
	NMC941476 	HONDO 6 	10/4/2006 	245962 
	NMC941477 	HONDO 8 	10/4/2006 	245963 
	NMC941478 	HONDO 10 	10/4/2006 	245964




176



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	BLM Serial # 	Claim Name &
      # 	Loc Date 	DOC; Book;
      Page 
	 	 	 	 
	NMC941479 	HONDO 12 	10/4/2006 	245965 
	NMC941480 	HONDO 14 	10/4/2006 	245966 
	NMC941481 	HONDO 16 	10/4/2006 	245967 
	NMC941482 	HONDO 17 	10/4/2006 	245968 
	NMC941483 	HONDO 19 	10/4/2006 	245969 
	NMC941484 	HONDO 21 	10/4/2006 	245970 
	NMC941485 	HONDO 23 	10/4/2006 	245971 
	NMC941486 	HONDO 25 	10/4/2006 	245972 
	NMC941487 	HONDO 27 	10/4/2006 	245973 
	NMC941488 	HONDO 29 	10/4/2006 	245974 
	NMC941489 	HONDO 31 	10/4/2006 	245975 
	NMC941490 	HONDO 155 	10/4/2006 	245976 
	NMC941491 	HONDO 156 	10/4/2006 	245977 
	  	 	  	  
	NMC941492 	N 1 	9/11/2006 	245979 
	NMC941493 	N 3 	9/11/2006 	245980 
	NMC941494 	N 5 	9/12/2006 	245981 
	NMC941495 	N 7 	9/12/2006 	245982 
	NMC941496 	N 9 	9/12/2006 	245983 
	NMC941497 	N 11 	9/11/2006 	245984 
	NMC941498 	N 13 	9/11/2006 	245985 
	NMC941499 	N 15 	9/12/2006 	245986 
	NMC941500 	N 17 	9/12/2006 	245987 
	NMC941501 	N 19 	9/11/2006 	245988 
	NMC941502 	N 21 	9/11/2006 	245989 
	NMC941503 	N 23 	9/11/2006 	245990 
	NMC941504 	N 25 	9/11/2006 	245991 
	NMC941505 	N 27 	9/11/2006 	245992 
	NMC941506 	N 29 	9/12/2006 	245993 
	NMC941507 	N 31 	9/12/2006 	245994 
	  	 	  	  
	NMC941508 	TL 1 	9/13/2006 	245996 
	NMC941509 	TL 3 	9/13/2006 	245997 
	NMC941510 	TL 5 	9/13/2006 	245998 
	NMC941511 	TL 7 	9/13/2006 	245999 
	NMC941512 	TL 9 	9/13/2006 	246000 
	NMC941513 	TL 11 	9/13/2006 	246001 
	NMC941514 	TL 13 	9/13/2006 	246002 
	NMC941515 	TL 15 	9/13/2006 	246003 
	NMC941516 	TL 17 	9/13/2006 	246004 
	NMC941517 	TL 19 	9/14/2006 	246005 
	NMC941518 	TL 21 	9/14/2006 	246006 
	NMC941519 	TL 23 	9/14/2006 	246007 
	NMC941520 	TL 25 	9/14/2006 	246008 
	NMC941521 	TL 27 	9/14/2006 	246009 
	NMC941522 	TL 28 	9/14/2006 	246010 
	NMC941523 	TL 29 	9/14/2006 	246011 
	NMC941524 	TL 30 	9/14/2006 	246012 
	NMC941525 	TL 31 	9/14/2006 	246013




177



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	BLM Serial # 	Claim Name &
      # 	Loc Date 	DOC; Book;
      Page 
	  	 	  	  
	NMC941526 	TWE 1 	10/10/2006 	246015 
	NMC941527 	TWE 2 	10/10/2006 	246016 
	NMC941528 	TWE 3 	10/10/2006 	246017 
	NMC941529 	TWE 4 	10/10/2006 	246018 
	NMC941530 	TWE 5 	10/10/2006 	246019 
	NMC941531 	TWE 6 	10/10/2006 	246020 
	NMC941532 	TWE 7 	10/10/2006 	246021 
	NMC941533 	TWE 8 	10/10/2006 	246022 
	NMC941534 	TWE 9 	10/10/2006 	246023 
	NMC941535 	TWE 10 	10/10/2006 	246024 
	NMC941536 	TWE 11 	10/10/2006 	246025 
	NMC941537 	TWE 12 	10/10/2006 	246026 
	NMC941538 	TWE 13 	10/10/2006 	246027 
	NMC941539 	TWE 14 	10/10/2006 	246028 
	NMC941540 	TWE 15 	10/10/2006 	246029 
	NMC941541 	TWE 16 	10/10/2006 	246030 
	NMC941542 	TWE 17 	10/10/2006 	246031 
	NMC941543 	TWE 18 	10/10/2006 	246032 
	NMC941544 	TWE 19 	9/20/2006 	246033 
	NMC941545 	TWE 20 	9/20/2006 	246034 
	NMC941546 	TWE 21 	9/20/2006 	246035 
	NMC941547 	TWE 22 	9/20/2006 	246036 
	NMC941548 	TWE 23 	9/20/2006 	246037 
	NMC941549 	TWE 24 	9/20/2006 	246038 
	NMC941550 	TWE 25 	9/20/2006 	246039 
	NMC941551 	TWE 26 	9/20/2006 	246040 
	NMC941552 	TWE 27 	9/20/2006 	246041 
	NMC941553 	TWE 28 	9/20/2006 	246042 
	NMC941554 	TWE 29 	9/20/2006 	246043 
	NMC941555 	TWE 30 	9/20/2006 	246044 
	NMC941556 	TWE 31 	9/20/2006 	246045 
	NMC941557 	TWE 32 	9/20/2006 	246046 
	NMC941558 	TWE 33 	9/20/2006 	246047 
	NMC941559 	TWE 34 	9/20/2006 	246048 
	NMC941560 	TWE 35 	9/20/2006 	246049 
	NMC941561 	TWE 36 	9/20/2006 	246050 
	  	 	  	  
	NMC941562 	WT 1 	10/31/2006 	246052 
	NMC941563 	WT 3 	10/31/2006 	246053 
	NMC941564 	WT 5 	10/31/2006 	246054 
	NMC941565 	WT 7 	10/31/2006 	246055 
	NMC941566 	WT 9 	10/31/2006 	246056 
	NMC941567 	WT 11 	10/31/2006 	246057 
	NMC941568 	WT 13 	10/31/2006 	246058 
	NMC941569 	WT 15 	10/31/2006 	246059 
	NMC941570 	WT 17 	10/31/2006 	246060 
	NMC941571 	WT 19 	11/7/2006 	246061 
	NMC941572 	WT 21 	11/7/2006 	246062




178



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	BLM Serial # 	Claim Name &
      # 	Loc Date 	DOC; Book;
      Page 
	 	 	 	 
	NMC941573 	WT 23 	11/7/2006 	246063 
	NMC941574 	WT 25 	11/7/2006 	246064 
	NMC941575 	WT 27 	11/7/2006 	246065 
	NMC941576 	WT 29 	10/31/2006 	246066 
	NMC941577 	WT 31 	10/31/2006 	246067 
	NMC941578 	WT 33 	10/31/2006 	246068 
	NMC941579 	WT 35 	10/31/2006 	246069 
	NMC941580 	WT 37 	11/1/2006 	246070 
	NMC941581 	WT 39 	11/1/2006 	246071 
	NMC941582 	WT 41 	11/1/2006 	246072 
	NMC941583 	WT 43 	11/112006 	246073 
	NMC941584 	WT 45 	11/1/2006 	246074 
	NMC941585 	WT 47 	11/1/2006 	246075 
	NMC941586 	WT 49 	11/1/2006 	246076 
	NMC941587 	WT 51 	11/1/2006 	246077 
	NMC941588 	WT 53 	11/1/2006 	246078 
	NMC941589 	WT 54 	11/1/2006 	246079 
	NMC941590 	WT 55 	11/1/2006 	246080 
	NMC941591 	WT 56 	11/8/2006 	246081 
	NMC941592 	WT 57 	11/8/2006 	246082 
	NMC941593 	WT 58 	11/8/2006 	246083 
	NMC941594 	WT 59 	11/8/2006 	246084 
	NMC941595 	WT 60 	11/8/2006 	246085 
	NMC941596 	WT 61 	11/8/2006 	246086 
	NMC941597 	WT 62 	11/8/2006 	246087 
	NMC941598 	WT 63 	11/8/2006 	246088 
	NMC941599 	WT 64 	11/8/2006 	246089 
	NMC941600 	WT 65 	11/8/2006 	246090 
	NMC941601 	WT 66 	11/8/2006 	246091 
	NMC941602 	WT 67 	11/8/2006 	246092 
	NMC941603 	WT 68 	11/8/2006 	246093 
	NMC941604 	WT 69 	11/8/2006 	246094 
	NMC941605 	WT 70 	11/8/2006 	246095 
	NMC941606 	WT 71 	11/8/2006 	246096 
	NMC941607 	WT 72 	11/8/2006 	246097 
	NMC1105104- 	MALPAIS 1-347 	10/4/2014 to 	  
	1105450 	 	10/7/2014 	  
	Total 831 Claims 	 	  	 




179



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	2. 	
      Summary of Fire Creek Mine Fee
    Holdings





	APN 	Legal Description 	Royalty 	Acres 
	Section 5 T30N 	R47E MDB&M 	  	  
	007-070-13 	NW1/4NW1/4 	N/A 	46 
	  	  	  	  
	Section 9 T30N 	R47E MDB&M 	  	  
	007-110-01 	NW1/4 	N/A 	160 
	007-110-13 	E1/2 NE 1/4 NE1/4, SE1/4 NE1/4, SE1/4
      SW1/4 NE1/4 	N/A 	70 
	007-110-22 	NE1/4 SE1/4 SW1/4 	N/A 	10 
	007-110-23 	SE1/4 NE1/4 SW1/4 	N/A 	10 
	007-110-10 	W1/2NW1/4SW1/4 	N/A 	20 
	  	  	  	  
	Section 11 T30N R47E MDB&M
    	  	  
	007-120-06 	SE1/4 SW1/4 	N/A 	40 
	007-120-15 	S1/2 SE1/4 NW1/4, N1/2 NE1/4 SW1/4,
      N1/2 NW1/4 SE1/4 	N/A 	60 
	007-120-29 	N1/2 NW1/4 NW1/4 	N/A 	20 
	  	  	  	  
	Section 15 T30N R47E MDB&M
    	  	  
	007-140-01 	N1/2 NW1/4 	N/A 	80 
	007-140-03 	SW1/4 NW1/4 	N/A 	40 
	007-140-05 	SW1/4 NE1/4 	N/A 	40 
	007-140-12 	SE1/4 SW1/4 	N/A 	40 
	007-140-14 	Lots 1 & 2, also described as
      S1/2 SE1/4 	N/A 	65.39 
	007-140-15 	SE1/4 NE1/4 SW1/4 	N/A 	10 
	007-140-17 	SE1/4 NE1/4 NE1/4 	N/A 	10 
	007-140-19 	S1/2 NW1/4 NE1/4 	N/A 	20 
	007-140-20 	N1/2 NW1/4 NE1/4 	N/A 	20 
	007-140-21 	NW1/4 NE1/4 SW1/4 	N/A 	10 
	007-140-22 	NE1/4 NE1/4 SW1/4 	N/A 	10 
	007-140-23 	SW1/4 NE1/4 SW1/4 	N/A 	10 
	007-140-25 	NW1/4 NE1/4 NE1/4 	N/A 	10 
	007-140-26 	NE1/4 NE1/4 NE1/4 	N/A 	10 
	  	  	  	  
	Section 19 T30N R47E MDB&M
    	  	  
	007-150-16 	E1/2 SE1/4 NE1/4 	N/A 	20 
	  	  	  	  
	Section 21 T30N R47E MDB&M
    	  	  
	007-610-01 	NW1/4 	N/A 	160 
	007-610-07 	NE1/4SE1/4NE1/4; SE1/4SE1/4NE1/4 	N/A 	20 
	007-610-10 	SE1/4 	N/A 	160 
	  	  	  	  
	Section 23 T30N R47E MDB&M
    



180



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	APN 	Legal Description 	Royalty 	Acres 
	007-160-01 	NW1/4 NE1/4 	N/A 	40 
	007-160-02 	NE1/4 NE1/4 	N/A 	40 
	007-160-06 	E1/2 SE1/4 NE1/4 	N/A 	20 
	007-160-08 	N1/2 NE1/4 SE1/4 	N/A 	20 
	007-160-09 	SE1/4 NE1/4 SE1/4 	N/A 	10 
	007-160-16 	N1/2 SE1/4 NW1/4 	5% NSR 	20 
	007-160-17 	N1/2 NW1/4 SW1/4 	N/A 	20 
	007-160-18 	NW1/4 NW1/4 	N/A 	40 
	007-160-19 	NE1/4 NW1/4 	N/A 	40 
	007-160-20 	NE1/4 SW1/4 NW1/4 	N/A 	10 
	007-160-21 	S1/2 SE1/4 NW1/4 	N/A 	20 
	007-160-22 	NE1/4 NE/1/4 SW1/4 	N/A 	10 
	007-160-23 	E1/2 SE1/4 SE1/4 	N/A 	20 
	007-160-25 	W1/2 SW1/4 NW1/4, NE1/4 SW1/4 NW1/4 	5% NSR 	30 
	007-160-26 	NW1/4 NE1/4 SW1/4 	N/A 	10 
	007-160-27 	NW1/4, SW1/4 SE1/4, SE1/4 NW1/4 SE1/4 	N/A 	20 
	007-160-28 	SW1/4 NE1/4 SE1/4 NW1/4 SE1/4 SE1/4 	N/A 	20 
	  	  	  	  
	Section 27 T30N R47E MDB&M 	  	  
	007-620-03 	NE1/4 NE1/4 	N/A 	40 
	007-620-05 	NW1/4 SE1/4 	N/A 	40 
	007-620-06 	SW1/4 SE1/4 	N/A 	40 
	  	  	  	  
	Section 29 T30N R47E MDB&M 	  	  
	007-170-03 	NE1/4 	N/A 	160 
	  	  	  	  
	Section 33 T30N R47E MDB&M 	  	  
	007-640-06 	S1/2 NW1/4 	N/A 	80 
	             
                       47 	Fee Parcels 	  	1855.39 
	  	  	  	  
	Section 21 T30N R48E MDB&M 	  	  
	003-083-03 	Lot 7, Block 11. and Lot 3, Block 15, 
Crescent
      Valley Ranch and Farms, 
Unit No. 4, Map recorded 
November 5, 1959,
      File NO. 34552 	N/A 	4.77 
	             
                       48 	Fee Parcels 	  	1860.16




181



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	 	3. 	
      Summary of Fire Creek Mine Leased Fee
      Holdings





	APN 	Description 	Lessor 	Royalty 	Expiration 	Acres 
	Section 15 T30N R47E MDB&M 	  	  	  	  
	007-140-04 	SE1/4 NW1/4 	Third Party Lessor 	4% NSR 	(2) 	40 
	007-140-06 	SE1/4 NE1/4 	Third Party Less 	4% NSR 	(2) 	40 
	007-140-10 	NE1/4 SE1/4, E1/2 
NW1/4 SE1/4 	Third Party Lessor 	2.5% NSR 	(2) 	60 
	007-140-07 	N2NW4SW4 	Third Party Less 	3.0% NSR & 0.5% 
wheelage
      royalty(1) 	31-Jul-33 	20 
	007-140-09 	W2NW4SE4 	Third Party Lessor 	3.0% NSR & 0.5% 
wheelage
      royalty(1) 	31-Jul-33 	20 
	Section 19 T30N R47E MDB&M 	  	  	  	  
	007-160-04 	SW4NE4 	Third Party Lessor 	3.0% NSR & 0.5% 
wheelage
      royalty(1) 	31-Jul-33 	40 
	007-160-24 	NE4NW4SE4 	Third Party Lessor 	3.0% NSR & 0.5% 
wheelage
      royalty(1) 	31-Jul-33 	10 
	Section 19 T30N R47E MDB&M 	  	  	  	  
	007-060-69 	Parcel 1 of the Sharp 
Hospital Map recorded
      
in the Office of the Lander County
Recorder in Book 375,
      
Official Records, Page 170 	Third Party Lessor 	3.0% NSR & 0.5% 
wheelage
      royalty(1) 	31-Jul-33 	9.28 
	     
                         
       8 	Leased Fee Parcels 	  	  	  	239.2
    
	  	 
    	 
    	 
    	 
    	8 



182




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

DESCRIPTION OF MANITOBA AND ONTARIO PROPERTIES


	1. 	
      Title to
Properties




	(1) 	
      Title No. 2827781/1



Legal Description: 

LOT 25 BLOCK 1 PLAN 38619 WLTO 
EXC FIRSTLY: THE RIGHT TO
ALL MINERALS WITHIN THE MEANING OF THE REGULATIONS FOR THE DISPOSAL OF QUARTZ
MINING CLAIMS ON DOMINION LANDS FOUND IN VEINS, LODES OR ROCK IN PLACE AND
WHETHER SUCH MINERALS ARE FOUND SEPARATELY OR IN COMBINATION WITH EACH OTHER AS
CONTAINED WITHIN 
THE LIMITS OF LOT 11 GROUP 124 
OTHERWISE KNOWN AS
"ANNEX" MINERAL CLAIM, PLAN 3621 WLTO AND 
LOT 13 GROUP 124 
OTHERWISE
KNOWN AS THE "DELUXE" MINERAL CLAIM, PLAN 3622 WLTO, AND 
SECONDLY: ALL COAL
AND COAL MINES AND ALL PLACER MINES AS SET FORTH 
IN THE ORIGINAL GRANT FROM
THE CROWN, 
IN UNSURVEYED 11-24-13 EPM.

Encumbrances: Caveat No. 261741/1; Mortgage No.
4465085/1; Personal Property Security Notice No. 4465086/1; Mortgage No.
4565457/1, Personal Property Security Notice No. 456458/1, Mortgage No.
4636307/1; Debenture from KLONDEX CANADA LTD. in favour of 7097914 MANITOBA LTD.
dated January 21, 2016 and registered as Mortgage No. 4695095/1 and Mortgage No.
4696415/1. 

	(2) 	
      Title No. 2827785/1



Legal Description: 

LOT 26 BLOCK 1 PLAN 38619 WLTO 
EXC FIRSTLY: THE RIGHT TO
ALL MINERALS WITHIN THE MEANING OF THE REGULATIONS FOR THE DISPOSAL OF QUARTZ
MINING CLAIMS ON DOMINION LANDS FOUND IN VEINS, LODES OR ROCK IN PLACE AND
WHETHER SUCH MINERALS ARE FOUND SEPARATELY OR IN COMBINATION WITH EACH OTHER AS
CONTAINED WITHIN 
THE LIMITS OF LOT 11 GROUP 124 
OTHERWISE KNOWN AS
"ANNEX" MINERAL CLAIM, PLAN 3621 WLTO AND 
LOT 13 GROUP 124 
OTHERWISE
KNOWN AS THE "DELUXE" MINERAL CLAIM, PLAN 3622 WLTO, AND 
SECONDLY: ALL COAL
AND COAL MINES AND ALL PLACER MINES AS SET FORTH 
IN THE ORIGINAL GRANT FROM
THE CROWN, 
IN UNSURVEYED 11-24-13 EPM. 

Encumbrances: Caveat No. 261741/1; Mortgage No.
4465085/1; Personal Property Security Notice No. 4465086/1; Mortgage No.
4565457/1, Personal Property Security Notice No. 456458/1, Mortgage No.
4636307/1; Debenture from KLONDEX CANADA LTD. in favour of 7097914 MANITOBA LTD.
dated January 21, 2016 and registered as Mortgage No 4695095/1 and Mortgage No.
4696415/1. 

	(3) 	
      Title No. 2827786/1



Legal Description: 

LOT 17 PLAN 10968 WLTO 
EXC ALL MINES AND MINERALS AS SET
FORTH IN 
INSTRUMENT NO. K47226/1 WLTO 
IN UNSURVEYED 24-13 EPM 

183




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Encumbrances: Mortgage No. 4465085/1, Personal Property
Security Notice No. 4465086/1, Mortgage No. 4565457/1, Personal Property
Security Notice No. 4565458/1, Mortgage No. 4636307/1; Debenture from KLONDEX
CANADA LTD. in favour of 7097914 MANITOBA LTD. dated January 21, 2016 and
registered as Mortgage No. 4695095/1 and Mortgage No. 4696415/1. 

	(4) 	
      Title No. 2827768/1



Legal Description: 

FIRSTLY: 
LOT 9 GROUP 124 IN 24-13 EPM 
OTHERWISE KNOWN
AS THE "SCARABE" MINERAL CLAIM, PLAN 3618 WLTO AND PLAN 3619 WLTO, 

SECONDLY: 
LOT 10 IN SAID GROUP 
OTHERWISE KNOWN AS THE
"WEST SCARABE" MINERAL CLAIM, PLAN 3620 WLTO, 

THIRDLY: 
LOT 11 IN SAID GROUP 124 
OTHERWISE KNOWN AS
THE "ANNEX" MINERAL CLAIM, PLAN 3621 WLTO 
EXC OUT OF THIRDLY, ALL THAT
PORTION WHICH LIES SOUTHWEST OF A STRAIGHT LINE DRAWN FROM THE NORTHEAST CORNER
POST OF THE "CARTWRIGHT" 
MINERAL CLAIM SHOWN AS CARTWRIGHT P NO.3, PLAN 3631
WLTO, TO THE 
SOUTHEAST CORNER POST OF ANNEX MINERAL CLAIM, SHOWN AS ANNEX P
NO. 5 ON SAID PLAN 3621, 

FOURTHLY: 
LOT 13 IN SAID GROUP 124 
OTHERWISE KNOWN AS
THE "DELUXE" MINERAL CLAIM, PLAN 3622 WLTO, 

FIFTHLY: 
LOT 14 IN SAID GROUP 124 
OTHERWISE KNOWN AS
THE "MITE FL." MINERAL CLAIM, PLAN 3623 WLTO, AND 

SIXTHLY: 
LOT 12 IN SAID GROUP 124 
OTHERWISE KNOWN AS
THE NLY 200 FEET OF THE "ROSS FL." MINERAL CLAIM, PLAN 3624 WLTO, 

TOGETHER IN EACH FIRSTLY TO SIXTHLY, WITH THE RIGHT TO ALL
MINERALS WITHIN THE MEANING OF THE REGULATIONS FOR THE DISPOSAL OF QUARTZ MINING
CLAIMS ON DOMINION LANDS FOUND IN VEINS, LODES OR ROCK IN PLACE AND WHETHER SUCH
MINERALS ARE FOUND SEPARATELY OR IN COMBINATIONS WITH EACH OTHER IN, UPON OR
UNDER THE SAID LANDS, EXC OUT OF ALL THE ABOVE DESCRIBED LANDS, ALL MINES AND
MINERALS AS SET FORTH IN THE ORIGINAL GRANT FROM THE CROWN.

Encumbrances: Caveat No. 219924/1, Mortgage No.
4465085/1; Personal Property Security Notice No. 4465086/1, Mortgage No.
4565457/1, Personal Property Security Notice No. 456458/1, Mortgage No.
4636307/1; Debenture from KLONDEX CANADA LTD. in favour of 7097914 MANITOBA LTD.
dated January 21, 2016 and registered as Mortgage No. 4695095/1 and Mortgage No.
4696415/1. 

184



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

	(5) 	
      Title No. 2827775/1



Legal Description: 

LOT 11 GROUP 124 IN 24-13 EPM 
OTHERWISE KNOWN AS THE
"ANNEX" MINERAL CLAIM, PLAN 3621 WLTO 
TOGETHER WITH THE RIGHT TO ALL
MINERALS WITHIN THE MEANING OF THE REGULATIONS FOR THE DISPOSAL OF QUARTZ MINING
CLAIMS ON DOMINION LANDS FOUND IN VEINS, LODES OR ROCK IN PLACE AND WHETHER SUCH
MINERALS ARE FOUND SEPARATELY OR IN COMBINATION WITH EACH OTHER IN, UPON OR
UNDER THE SAID LAND, 
EXC FIRSTLY: ALL THAT PORTION WHICH LIES NORTHEAST OF A
STRAIGHT LINE DRAWN FROM THE NORTHEAST CORNER POST OF THE "CARTWRIGHT" MINERAL
CLAIM SHOWN AS CARTWRIGHT P NO.3 ON PLAN 3631 WLTO, TO THE SOUTHEAST CORNER POST
OF ANNEX MINERAL SHOWN AS ANNEX P NO.5 ON SAID PLAN 3621, AND SECONDLY: ALL
MINES AND MINERALS AS SET FORTH IN THE ORIGINAL 
GRANT FROM THE CROWN. 

Encumbrances: Caveat No. 219924/1, Mortgage No.
4465085/1; Personal Property Security Notice No. 4465086/1, Mortgage No.
4565457/1, Personal Property Security Notice No. 456458/1, Mortgage No.
4636307/1; Debenture from KLONDEX CANADA LTD. in favour of 7097914 MANITOBA LTD.
dated January 21, 2016 and registered as Mortgage No. 4695095/1 and Mortgage No.
4696415/1. 

	(6) 	
      Title No. 2827777/1



Legal Description: 

LOT 65 GROUP 124 IN 24-13 EPM 
OTHERWISE KNOWN AS THE "GOLD
CUP NO.2 FL." MINERAL CLAIM, PLAN 4204 WLTO 
TOGETHER WITH THE RIGHT TO ALL
MINERALS WITHIN THE MEANING OF THE REGULATIONS FOR THE DISPOSAL OF QUARTZ MINING
CLAIMS OF DOMINION LANDS FOUND IN VEINS, LODES OR ROCK IN PLACE AND WHETHER SUCH
MINERALS ARE FOUND SEPARATELY OR IN COMBINATION WITH EACH OTHER IN, UPON OR
UNDER THE SAID LAND, EXC ALL MINES AND MINERALS AS SET FORTH IN THE ORIGINAL

GRANT FROM THE CROWN. 

Encumbrances: Caveat No. 219924/1, Mortgage No.
4465085/1; Personal Property Security Notice No. 4465086/1, Mortgage No.
4565457/1, Personal Property Security Notice No. 456458/1, Mortgage No.
4636307/1; Debenture from KLONDEX CANADA LTD. in favour of 7097914 MANITOBA LTD.
dated January 21, 2016 and registered as Mortgage No. 4695095/1 and Mortgage No.
4696415/1. 

	(7) 	
      Title No. 2827757/1



Legal Description: 

PARCEL ONE: 
LOT 45, GROUP 124 IN 24-13 EPM 
OTHERWISE
KNOWN AS THE "ISLAND FL." MINERAL CLAIM, PLAN 10362 WLTO 
TOGETHER WITH THE
RIGHT TO ALL MINERALS WITHIN THE MEANING OF THE REGULATIONS FOR THE DISPOSAL OF
QUARTZ MINING CLAIMS ON DOMINION LANDS FOUND IN VEINS, LODES OR ROCK IN PLACE
AND WHETHER SUCH MINERALS ARE FOUND SEPARATELY OR IN COMBINATION WITH EACH OTHER
IN, UPON OR UNDER THE SAID LAND, 
EXC FIRSTLY: ALL THAT PORTION CONTAINED
WITHIN THE LIMITS OF PARCEL 6 PLAN 10850 WLTO, AND 

SECONDLY: ALL MINES AND
MINERALS AS SET FORTH IN THE ORIGINAL 

GRANT FROM THE CROWN. 

185



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

PARCEL TWO: 
ALL THAT PORTION OF SAID LOT 45 
CONTAINED
WITHIN THE LIMITS OF SAID PARCEL 6, 
EXC OUT OF PARCEL TWO, ALL MINES AND
MINERALS AS SET FORTH IN THE 
ORIGINAL GRANT FROM THE CROWN. 

Encumbrances: Caveat No. 219924/1, Mortgage No.
4465085/1; Personal Property Security Notice No. 4465086/1, Mortgage No.
4565457/1, Personal Property Security Notice No. 456458/1, Mortgage No.
4636307/1; Debenture from KLONDEX CANADA LTD. in favour of 7097914 MANITOBA LTD.
dated January 21, 2016 and registered as Mortgage No. 4695095/1 and Mortgage No.
4696415/1. 

	(8) 	
      Title No. 2827762/1



Legal Description: 

FIRSTLY: 
LOT 7 GROUP 124 IN 24-13 EPM 
OTHERWISE KNOWN
AS THE "GOLD FIELD" MINERAL CLAIM, PLAN 4042 WLTO. 

SECONDLY: 
LOT 64 IN SAID GROUP 124 
OTHERWISE KNOWN AS
THE "GOLD CUP" MINERAL CLAIM, PLAN 4041 WLTO. 

THIRDLY: 
LOT 66 IN SAID GROUP 124 
OTHERWISE KNOWN AS
THE "BIG FOUR FL" MINERAL CLAIM, PLAN 4040 WLTO 
EXC OUT OF THIRDLY, SO MUCH
OF THE SURFACE RIGHTS AS IS COMPRISED 
WITHIN THE BED OF BIG RICE LAKE, 

TOGETHER WITH THE RIGHT TO ALL MINERALS WITHIN THE MEANING OF
THE REGULATIONS FOR THE DISPOSAL OF QUARTZ MINING CLAIMS ON DOMINION LANDS FOUND
IN VEINS, LODES OR ROCK IN PLACE AND WHETHER SUCH MINERALS ARE FOUND SEPARATELY
OR IN COMBINATION WITH EACH OTHER IN, UPON OR UNDER THE SAID ABOVE DESCRIBED
LANDS, 
EXC OUT OF ALL THE ABOVE SAID DESCRIBED LANDS, ALL MINES 
AND
MINERALS AS SET FORTH IN THE ORIGINAL GRANT FROM THE CROWN 

Encumbrances: Mortgage No. 4465085/1, Personal Property
Security Notice No. 4465086/1, Mortgage No. 4565457/1, Personal Property
Security Notice No. 4565458/1, Mortgage No. 4636307/1; Debenture from KLONDEX
CANADA LTD. in favour of 7097914 MANITOBA LTD. dated January 21, 2016 and
registered as Mortgage No. 4695095/1 and Mortgage No. 4696415/1. 

	(9) 	
      Title No. 2827765/1



Legal Description: 

LOT 8 GROUP 124 IN 24-13 EPM 
OTHERWISE KNOWN AS THE "EMMA"
MINERAL CLAIM, PLAN 3618 WLTO 
TOGETHER WITH A RIGHT TO ALL MINERALS WITHIN
THE MEANING OF THE REGULATIONS FOR THE DISPOSAL OF QUARTZ MINING CLAIMS ON
DOMINION LANDS FOUND IN VEINS, LODES OR ROCK IN PLACE AND WHETHER SUCH MINERALS
ARE FOUND SEPARATELY OR IN COMBINATION WITH EACH OTHER IN, UPON OR UNDER THE
SAID LAND, 

EXC ALL MINES AND MINERALS AS SET FORTH IN THE ORIGINAL 

GRANT FROM THE CROWN. 

186



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Encumbrances: Mortgage No. 4465085/1, Personal Property
Security Notice No. 4465086/1, Mortgage No. 4565457/1, Personal Property
Security Notice No. 4565458/1, Mortgage No. 4636307/1; Debenture from KLONDEX
CANADA LTD. in favour of 7097914 MANITOBA LTD. dated January 21, 2016 and
registered as Mortgage No. 4695095/1 and Mortgage No. 4696415/1. 

	(10) 	
      Title No. 2827749/1



Legal Description: 

THE RIGHT TO ALL MINERALS WITHIN THE MEANING OF THE REGULATIONS
FOR THE DISPOSAL OF QUARTZ MINING CLAIMS ON DOMINION LANDS FOUND IN VEINS, LODES
OR ROCK IN PLACE AND WHETHER SUCH MINERALS ARE FOUND SEPARATELY OR IN
COMBINATION WITH EACH OTHER IN, UPON OR UNDER THE FOLLOWING DESCRIBED LAND: 

PARCEL ONE: 
LOT 5 GROUP 124 IN 24-13 EPM 
OTHERWISE
KNOWN AS THE "GABRIELLE" MINERAL CLAIM, PLAN 3728 WLTO 
EXC FIRSTLY: ROAD,
PLAN 3790 WLTO 
SECONDLY: ALL COAL AND COAL MINES AND ALL PLACER MINES AS SET
FORTH 
IN THE ORIGINAL GRANT FROM THE CROWN, AND 
THIRDLY: ALL PORTIONS OF
SAID LOT WHICH MAY BE COMPRISED WITHIN THE LIMITS OF STATUTORY ROAD ALLOWANCES
WHEN THE TRACT WITHIN WHICH SAID LOT IS SITUATED WILL BE SUBDIVIDED INTO
SECTIONS AND QUARTER SECTIONS 
AS SET FORTH IN THE ORIGINAL GRANT FROM THE
CROWN. 

PARCEL TWO: 
LOT 6 IN SAID GROUP 124 
OTHERWISE KNOWN AS
THE "CARTWRIGHT" MINERAL CLAIM, PLAN 3631 WLTO 
EXC FIRSTLY: SAID PLAN 3790

SECONDLY: ALL COAL AND COAL MINES AND ALL PLACER MINES AS SET FORTH 
IN
THE ORIGINAL GRANT FROM THE CROWN, AND 

THIRDLY: ALL PORTIONS OF SAID LOT 6 WHICH MAY BE COMPRISED
WITHIN THE LIMITS OF STATUTORY ROAD ALLOWANCES WHEN THE TRACT WITHIN WHICH SAID
LOT IS SITUATED WILL BE SUBDIVIDED INTO SECTIONS AND QUARTER SECTIONS 

AS SET FORTH IN THE ORIGINAL GRANT FROM THE CROWN. 

Encumbrances: Caveat No. 219924/1, Mortgage No.
4465085/1; Personal Property Security Notice No. 4465086/1, Mortgage No.
4565457/1, Personal Property Security Notice No. 456458/1, Mortgage No.
4636307/1; Debenture from KLONDEX CANADA LTD. in favour of 7097914 MANITOBA LTD.
dated January 21, 2016 and registered as Mortgage No. 4695095/1 and Mortgage No.
4696415/1. 

	(11) 	
      Title No. 2827754/1



Legal Description: 

LOT 15 GROUP 124 IN 24-13 EPM 
OTHERWISE KNOWN AS THE
"JUMPING CAT" MINERAL CLAIM, PLAN 3767 WLTO 
TOGETHER WITH THE RIGHT TO ALL
MINERALS WITHIN THE MEANING OF THE 
REGULATIONS FOR THE DISPOSAL OF QUARTZ
MINING CLAIMS ON DOMINION LANDS 
FOUND IN VEINS, LODES OR ROCK IN PLACE AND
WHETHER SUCH MINERALS ARE 

FOUND SEPARATELY OR IN COMBINATION WITH EACH OTHER
IN, UPON OR UNDER 

THE SAID LAND, 

EXC ALL MINES AND MINERALS AS SET FORTH IN
THE ORIGINAL 

GRANT FROM THE CROWN. 

187



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Encumbrances: Mortgage No. 4465085/1, Personal Property
Security Notice No. 4465086/1, Mortgage No. 4565457/1, Personal Property
Security Notice No. 4565458/1, Mortgage No. 4636307/1; Debenture from KLONDEX
CANADA LTD. in favour of 7097914 MANITOBA LTD. dated January 21, 2016 and
registered as Mortgage No. 4695095/1 and Mortgage No. 4696415/1. 

	(12) 	
      Title No. 2827755/1



Legal Description: 

LOT 47 GROUP 124 IN 24-13 EPM 
OTHERWISE KNOWN AS THE
"RACHEL" MINERAL CLAIM, PLAN 3712 WLTO 
TOGETHER WITH A RIGHT TO ALL MINERALS
WITHIN THE MEANING OF THE 
REGULATIONS FOR THE DISPOSAL OF QUARTZ MINING
CLAIMS ON DOMINION LANDS 
FOUND IN VEINS, LODES OR ROCK IN PLACE AND WHETHER
SUCH MINERALS ARE 
FOUND SEPARATELY OR IN COMBINATION WITH EACH OTHER IN,
UPON OR UNDER 
THE SAID LAND, 
EXC ALL MINES AND MINERALS AS SET FORTH IN

INSTRUMENT NO. 203635/1 WLTO. 
IN 24-13 EPM 

Encumbrances: Mortgage No. 4465085/1, Personal Property
Security Notice No. 4465086/1, Mortgage No. 4565457/1, Personal Property
Security Notice No. 4565458/1, Mortgage No. 4636307/1; Debenture from KLONDEX
CANADA LTD. in favour of 7097914 MANITOBA LTD. dated January 21, 2016 and
registered as Mortgage No. 4695095/1 and Mortgage No. 4696415/1. 

	(13) 	
      Title No. 2827833/1



Legal Description: 

FIRSTLY: 
LOT 46 GROUP 124 IN 24-13 EPM 
OTHERWISE KNOWN
AS THE "SAN ANTONIO" MINERAL CLAIM, PLAN 10361 WLTO 
EXC ALL THAT PORTION
CONTAINED WITHIN THE LIMITS BORDERED RED ON PLAN 10850 WLTO 
TOGETHER WITH
THE RIGHT TO ALL MINERALS WITHIN THE MEANING OF THE REGULATIONS FOR THE DISPOSAL
OF QUARTZ MINING CLAIMS ON DOMINION LANDS FOUND IN VEINS, LODES OR ROCK IN PLACE
AND WHETHER SUCH MINERALS ARE FOUND SEPARATELY OR IN COMBINATION WITH EACH
OTHER, 
IN UPON OR UNDER THE SAID LAND, 
EXC ALL MINES AND MINERALS AS SET
FORTH IN THE ORIGINAL 
GRANT FROM THE CROWN, AND 

SECONDLY: 
PARCEL 2 BORDERED RED ON SAID PLAN 10850

TOGETHER WITH THE RIGHT TO ALL MINERALS WITHIN THE MEANING OF THE
REGULATIONS FOR THE DISPOSAL OF QUARTZ MINING CLAIMS ON DOMINION LANDS, FOUND IN
VEINS, LODES OR ROCK IN PLACE AND WHETHER SUCH MINERALS ARE FOUND SEPARATELY OR
IN COMBINATION WITH EACH OTHER, 
IN UPON OR UNDER SAID PARCEL 2, 
EXC OUT
OF SECONDLY, ALL MINES AND MINERALS AS SET FORTH IN THE 
ORIGINAL GRANT FROM
THE CROWN. 

IN SAID LOT 46, AND 

ALL THOSE PORTIONS OF PARCELS 1, 3, 4, 5 AND 6 BORDERED RED ON
SAID PLAN 10850 

OTHERWISE KNOWN AS THE "SAN ANTONIO" MINERAL CLAIM, ON SAID
PLAN 10361 

TOGETHER WITH THE RIGHT TO ALL MINERALS WITHIN THE MEANING OF THE
REGULATIONS FOR THE DISPOSAL OF QUARTZ MINING CLAIMS ON DOMINION LANDS FOUND IN
VEINS, LODES OR ROCK IN PLACE AND WHETHER SUCH MINERALS ARE FOUND SEPARATELY OR
IN COMBINATION WITH EACH OTHER, IN, UPON OR UNDER SAID PARCELS 1, 3, 4, 5 AND 6 

EXC OUT OF SAID PARCELS 1, 3, 4, 5 AND 6, 

ALL MINES AND MINERALS AS SET
FORTH IN THE ORIGINAL GRANT FROM THE CROWN, IN SAID LOT 46. 

188



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Encumbrances: Mortgage No. 4465085/1, Personal Property
  Security Notice No. 4465086/1, Mortgage No. 4565457/1, Personal Property
  Security Notice No. 4565458/1, Mortgage No. 4636307/1; Debenture from KLONDEX
  CANADA LTD. in favour of 7097914 MANITOBA LTD. dated January 21, 2016 and
registered as Mortgage No. 4695095/1 and Mortgage No. 4696415/1. 

	(14) 	
      Title No. 2827746/1



Legal Description: 

LOT 18 PLAN 10968 WLTO 
EXC ALL MINES AND MINERALS AS SET
FORTH IN 
INSTRUMENT NO. K47226/1 WLTO 
IN UNSURVEYED 24-13 EPM 

Encumbrances: Mortgage No. 4465085/1, Personal Property
Security Notice No. 4465086/1, Mortgage No. 4565457/1, Personal Property
Security Notice No. 4565458/1, Mortgage No. 4636307/1; Debenture from KLONDEX
CANADA LTD. in favour of 7097914 MANITOBA LTD. dated January 21, 2016 and
registered as Mortgage No. 4695095/1 and Mortgage No. 4696415/1. 

	(15) 	
      Title No. 2827791/1



Legal Description: 

LOT 15 PLAN 10968 WLTO 
EXC ALL MINES AND MINERALS AS SET
FORTH IN 
INSTRUMENT NO. K47226/1 WLTO 
IN UNSURVEYED 24-13 EPM. 

Encumbrances: Mortgage No. 4465085/1, Personal Property
Security Notice No. 4465086/1, Mortgage No. 4565457/1, Personal Property
Security Notice No. 4565458/1, Mortgage No. 4636307/1; Debenture from KLONDEX
CANADA LTD. in favour of 7097914 MANITOBA LTD. dated January 21, 2016 and
registered as Mortgage No. 4695095/1 and Mortgage No. 4696415/1. 

	(16) 	
      Title No. 2827795/1



Legal Description: 

LOT 16 PLAN 10968 WLTO 
EXC ALL MINES AND MINERALS AS SET
FORTH IN 
INSTRUMENT NO. K47226/1 WLTO 
IN UNSURVEYED 24-13 EPM. 

189



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Encumbrances: Caveat No. 261741/1; Mortgage No.
4465085/1; Personal Property Security Notice No. 4465086/1; Mortgage No.
4565457/1, Personal Property Security Notice No. 456458/1, Mortgage No.
4636307/1; Debenture from KLONDEX CANADA LTD. in favour of 7097914 MANITOBA LTD.
dated January 21, 2016 and registered as Mortgage No. 4695095/1 and Mortgage No.
4696415/1. 

	(17) 	
      Title No. 2827800/1



Legal Description: 

LOT 10 BLOCK 5 PLAN 15331 WLTO 
EXC ALL MINES AND MINERALS
AND OTHER MATTERS AS SET FORTH IN 
THE CROWN LANDS ACT, 
IN UNSURVEYED
24-13 EPM. 

Encumbrances: Mortgage No. 4465085/1, Personal Property
Security Notice No. 4465086/1, Mortgage No. 4565457/1, Personal Property
Security Notice No. 4565458/1, Mortgage No. 4636307/1; Debenture from KLONDEX
CANADA LTD. in favour of 7097914 MANITOBA LTD. dated January 21, 2016 and
registered as Mortgage No. 4695095/1 and Mortgage No. 4696415/1. 

	(18) 	
      Title No. 2827802/1



Legal Description: 

LOT 11 BLOCK 5 PLAN 15331 WLTO 
EXC ALL MINES AND MINERALS
AND OTHER MATTERS AS SET FORTH IN 
THE CROWN LANDS ACT, 
IN UNSURVEYED
24-13 EPM. 

Encumbrances: Mortgage No. 4465085/1, Personal Property
Security Notice No. 4465086/1, Mortgage No. 4565457/1, Personal Property
Security Notice No. 4565458/1, Mortgage No. 4636307/1; Debenture from KLONDEX
CANADA LTD. in favour of 7097914 MANITOBA LTD. dated January 21, 2016 and
registered as Mortgage No. 4695095/1 and Mortgage No. 4696415/1. 

	 	1. 	
      MANITOBA MINES AND
  MINERALS



HOLDER: (100% Interest) 


	TYPE 	CLAIM NAME 	CLAIM NUMBER 
	 
	Mineral Lease 	[No claim name] 	ML63 
	  	  	  
	Patent 	Emma 	P10_8 
	  	Gabrielle 	P12_227 
	  	Goldcup 	P15_64 
	  	Gold Cup No. 2 Fr. 	P16_65 
	  	Goldfield 	P20_7 
	  	Jumping Cat 	P26_15 
	  	Annex 	P2_11 
	  	Mite Fr. 	P32_14 
	  	Rachel 	P35_47 
	  	Ross Fr. 	P38_951 
	  	Ross Fr. (N200) 	P39_12A 
	  	Big Four Fr. 	P3_66 
	  	San Antonio 	P41_46 
	  	Scarabe 	P42_9 



190



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	TYPE 	CLAIM NAME 	CLAIM NUMBER 
	  	West Scarabe 	P47_10 
	  	Island Fr. 	P48_45 
	  	Cartwright 	P4_6 
	  	Deluxe 	P9_13 
	  	 	  
	  
	Claim 	RICE NO 4 	CB11704 
	Claim 	GOLD HORSE 3 	MB1296 
	Claim 	GOLD HORSE 1 	MB1327 
	Claim 	GOLD HORSE 2 	MB1328 
	Claim 	GOLD HORSE 4 	MB1354 
	Claim 	JADE 3 	MB1846 
	Claim 	JADE 4 	MB1847 
	Claim 	SANANTONIO JR 4 	MB1928 
	Claim 	GEO5 	MB1932 
	Claim 	BUB 1 	MB2101 
	Claim 	BUB 2 	MB2102 
	Claim 	BUB 3 	MB2103 
	Claim 	BUB 4 	MB2104 
	Claim 	BUB 5 	MB2105 
	Claim 	BUB 6 	MB2106 
	Claim 	BERE 6 	MB3433 
	Claim 	BILL 100 	MB3737 
	Claim 	HURON #1 	MB3949 
	Claim 	BILL 90 	MB3950 
	Claim 	BILL 91 	MB3951 
	Claim 	BILL 92 	MB3952 
	Claim 	BILL 93 	MB3953 
	Claim 	BILL 94 	MB3954 
	Claim 	BILL 95 	MB3955 
	Claim 	BILL 96 	MB3956 
	Claim 	BILL 97 	MB3957 
	Claim 	BILL 98 	MB3960 
	Claim 	BILL 99 	MB3961 
	Claim 	SAN 6 	MB4423 
	Claim 	SAN 8 	MB4425 
	Claim 	SAN 9 	MB4498 
	Claim 	VAN 	MB4563 
	Claim 	SAN 16 	MB4942 
	Claim 	GOLDRIDGE 1 	MB5035 
	Claim 	GOLDRIDGE 2 	MB5036 
	Claim 	GOLDRIDGE 3 	MB5037 
	Claim 	GOLDRIDGE 4 	MB5038 
	Claim 	GOLDRIDGE 5 	MB5039 
	Claim 	GOLDRIDGE 6 	MB5040 
	Claim 	GOLDRIDGE 15 	MB5455 
	Claim 	GOLDRIDGE 14 	MB5457 
	Claim 	AAA 	MB5465 
	Claim 	CONTACT 1 	MB5589 
	Claim 	CONTACT 2 	MB5590 
	Claim 	ROSS FR 	MB5931 
	Claim 	JILL FRACTION 	MB5932 



191



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	TYPE 	CLAIM NAME 	CLAIM NUMBER 
	Claim 	SAN 18 	MB5935 
	Claim 	SAN 21 	MB6134 
	Claim 	SAN 20 	MB6135 
	Claim 	SAN 22 FR 	MB6136 
	Claim 	RICK FR. 	MB6645 
	Claim 	SAN 31 	MB6646 
	Claim 	SAN 40 FR 	MB6647 
	Claim 	BBB 	MB7168 
	Claim 	ULTRA 24 	MB7506 
	Claim 	ULTRA 26 	MB7507 
	Claim 	ULTRA 25 	MB7508 
	Claim 	ULTRA 21 	MB7509 
	Claim 	CUD 3 	MB8111 
	Claim 	SAN 22 	MB8377 
	Claim 	SAN 23 	MB8378 
	Claim 	SAN 24 	MB8379 
	Claim 	SAN 25 	MB8380 
	Claim 	SAN 26 	MB8381 
	Claim 	SAN 27 	MB8382 
	Claim 	SAN 28 	MB9383 
	Claim 	ROSS 1 FR. 	MB8384 
	Claim 	TOM 4 	MB9150 
	Claim 	TOM 3 	MB9151 
	Claim 	TOM 5 	MB9152 
	Claim 	TOM 6 	MB9154 
	Claim 	TOM 7 	MB9155 
	Claim 	TOM 8 	MB9162 
	Claim 	ROSS 2 	MB9379 
	Claim 	SAN 29 	MB9433 
	Claim 	SAN 30 	MB9434 
	Claim 	GOLD HORSE 7 	MB9521 
	Claim 	GOLD HORSE 10 	MB9522 
	Claim 	GOLD HORSE 6 	MB9523 
	Claim 	GOLD HORSE 9 	MB9524 
	Claim 	GOLD HORSE 11 	MB9525 
	Claim 	GOLD HORSE 5 	MB9526 
	Claim 	GOLD HORSE 8 	MB9527 
	Claim 	SAN 54 	MB9538 
	Claim 	SAN 50 	MB9540 
	Claim 	BILL 31 FR 	MB9575 
	Claim 	SGR 	MB9600 
	Claim 	SAN 2 FR 	MB9732 
	Claim 	SAN 11 	P2169F 
	Claim 	SAN 12 	P2170F 
	Claim 	NUPIC 1 FR. 	W44496 
	Claim 	NUPIC 2 FR. 	W44497 
	Claim 	NUPIC 3 	W44498 
	Claim 	NUPIC 4 	W44499 
	Claim 	NUPIC 5 	W44500 
	Claim 	NUPIC 6 	W44501 
	Claim 	NUPIC 7 	W44502 
	Claim 	NUPIC 14 	W44509 



192



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	TYPE 	CLAIM NAME 	CLAIM NUMBER 
	Claim 	NUPIC 17 FR. 	W44512 
	Claim 	NUPIC 18 	W44513 
	Claim 	NUPIC 19 	W44514 
	Claim 	NUPIC 20 	W44515 
	Claim 	RICE NO 5 	W46385 
	Claim 	GOLD CREEK #5 	W47000 
	Claim 	ALIX 	W48116 
	Claim 	KAREN 	W48245 
	Claim 	ZORRO 	W48247 
	Claim 	LUANA # EXT 	W48337 
	Claim 	LUANA 	W48442 
	Claim 	BISSETT 1 	W48765 
	Claim 	BISSETT 	W48796 
	Claim 	RICE 45 	W48797 
	Claim 	ODESSA 	W49083 
	Claim 	JADE 	W49440 
	Claim 	JADE 2 	W49441 
	Claim 	SHARON 	W49444 
	Claim 	WAWA 	W49445 
	Claim 	BISSETT 3 FR 	W49484 
	Claim 	NUG 1 	W49605 
	Claim 	JADE #1 	W50355 
	Claim 	DANCER 	W51793 
	Claim 	LUANA FR. 	W51799 
	Claim 	FLORA 	W52076 
	Claim 	LODE 	W52077 
	Claim 	ERIC 	W52779 
	Claim 	HENRIKSON 	W52780 
	Claim 	SCUD 	W52781 
	Claim 	FLASH 	W52840 
	Claim 	FRUM 	W52841 
	Claim 	BEAR 	W52842 
	Claim 	SPIDER 	W52843 
	Claim 	FLY 	W52844 
	Claim 	WEB FRACTION 	W52845 
	Claim 	PATRIOT 	W53116 
	Claim 	SAN 1 	W53314 
	Claim 	ORE 1 	W53340 
	Claim 	NUG 2 	W53341 
	Claim 	BEA 	W53391 
	Claim 	ORO 	W53447 
	Claim 	SAN 4 	W53803 
	Claim 	SAN 2 	W53846 
	Claim 	SAN 3 	W53847 
	Claim 	BERE 5 	W53930 
	Claim 	BERE 1 	W54255 
	Claim 	MALIBU FR. 	MB2118 
	Claim 	[No claim name] 	W45949 
	Claim 	[No claim name] 	CB8043 
	Claim 	GEO 3 	MB1357 
	Claim 	GEO 4 	MB1915 
	Claim 	GOLD PERCULATOR 1 	MB1922 



193



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	TYPE 	CLAIM NAME 	CLAIM NUMBER 
	Claim 	SANANTONIO JR 1 	MB1924 
	Claim 	SANANTONIO JR 2 	MB1925 
	Claim 	SANANTONIO JR 3 	MB1926 
	Claim 	GOLDEN CANYONS 1 	MB1927 
	Claim 	GOLD CANYON 3 	MB1930 
	Claim 	GOLD CANYON 4 	MB1931 
	Claim 	GOLD CANYON 5 	MB1934 
	Claim 	GOLDEN CANYONS 2 	MB1935 
	Claim 	GOLDEN CANYONS 3 	MB1936 
	Claim 	GOLD PERCULATOR 2 	MB1937 
	Claim 	GOLD CANYON 1 	MB1943 
	Claim 	GOLD CANYON 6 	MB1944 
	Claim 	MOTHERLOAD 1 	MB1945 
	Claim 	GOLD TWINS 1 	MB1946 
	Claim 	GOLD TWINS 2 	MB1947 
	Claim 	GOLD TWINS 3 	MB1948 
	Claim 	GOLD TWINS 4 	MB1949 
	Claim 	GOLD TWINS 5 	MB1950 
	Claim 	OLD PROSPECTOR 2 	MB1951 
	Claim 	OLD PROSPECTOR 3 	MB1979 
	Claim 	GEO 7 	MB2002 
	Claim 	GEO 9 	MB2004 
	Claim 	GEO 10 	MB2005 
	Claim 	MARLEEN 	MB2067 
	Claim 	MALIBU 1 	MB2115 
	Claim 	MALIBU 2 	MB2116 
	Claim 	JADE 	MB2120 
	Claim 	PAULA 5 	MB2175 
	Claim 	KIM 10 	MB2180 
	Claim 	KIM 1 	MB2181 
	Claim 	PAULA 2378 	MB2378 
	Claim 	PAULA 2379 	MB2379 
	Claim 	PAULA 2380 	MB2380 
	Claim 	PAULA 2381 	MB2381 
	Claim 	KIM 8 	MB2707 
	Claim 	PAULA 10 	MB2710 
	Claim 	PAULA 12 	MB2712 
	Claim 	LOOK OUT 	MB2753 
	Claim 	PAULA 13 	MB2755 
	Claim 	SABINA 5 	MB2787 
	Claim 	SABINA 1 	MB2791 
	Claim 	SABINA 2 	MB2792 
	Claim 	LAURALEE 8 	MB2798 
	Claim 	KIM 9 	MB2799 
	Claim 	LAURALEE 1 	MB2801 
	Claim 	LAURALEE 2 	MB2802 
	Claim 	MONA 2945 	MB2945 
	Claim 	MONA 2949 	MB2949 
	Claim 	KIM 2975 	MB2975 
	Claim 	LAURALEE 	MB2978 
	Claim 	LAURALEE 2979 	MB2979 
	Claim 	LAURALEE 2980 	MB2980 



194



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	TYPE 	CLAIM NAME 	CLAIM NUMBER 
	Claim 	LAURALEE 2981 	MB2981 
	Claim 	LAURALEE 2982 	MB2982 
	Claim 	LAURALEE 2983 	MB2983 
	Claim 	LAURALEE 2984 	MB2984 
	Claim 	OX 2987 	MB2987 
	Claim 	YORK 	MB2991 
	Claim 	MONA 2998 	MB2998 
	Claim 	MONA 3000 	MB3000 
	Claim 	MONA 3001 	MB3001 
	Claim 	MONA 3028 	MB3028 
	Claim 	MONA 3029 	MB3029 
	Claim 	RACHELLE 3030 	MB3030 
	Claim 	MONA 3031 	MB3031 
	Claim 	RACHELLE 3032 	MB3032 
	Claim 	RACHELLE 3033 	MB3033 
	Claim 	LAURALEE 3035 	MB3035 
	Claim 	DEB 36 	MB3036 
	Claim 	MONA 3037 	MB3037 
	Claim 	JACQUIE 3038 	MB3038 
	Claim 	KIM 3227 	MB3227 
	Claim 	DEB 3229 	MB3229 
	Claim 	SABINA 3 	MB3261 
	Claim 	KIM 3593 	MB3593 
	Claim 	REO 3596 	MB3596 
	Claim 	REO 3893 	MB3893 
	Claim 	REO 3895 	MB3895 
	Claim 	REO 3897 	MB3897 
	Claim 	OLD EDKE 	MB4604 
	Claim 	OLD EDKE 1 	MB4605 
	Claim 	OLD EDKE 3 	MB4606 
	Claim 	OLD EDKE 4 	MB4607 
	Claim 	JARY 1 	MB4611 
	Claim 	JARY 2 	MB4612 
	Claim 	SABINA 7 	MB4781 
	Claim 	SABINA 6 	MB4782 
	Claim 	SABINA 4 	MB4783 
	Claim 	JARY 5 F 	MB5005 
	Claim 	ROBERT PETER 	MB5006 
	Claim 	TATONGA 1 	MB5007 
	Claim 	WANI 1 	MB5568 
	Claim 	WANI 2 	MB5569 
	Claim 	MARA 	MB5694 
	Claim 	JARY 6112 	MB6112 
	Claim 	JARY 6113 	MB6113 
	Claim 	RIO 5F 	MB6115 
	Claim 	RIO 4 	MB6116 
	Claim 	RIO 3 	MB6117 
	Claim 	RIO 2 	MB6118 
	Claim 	RIO 1 	MB6119 
	Claim 	AUDREY 6122 	MB6122 
	Claim 	AUDREY 6123 	MB6123 
	Claim 	PAULA 632 	MB632 



195



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	TYPE 	CLAIM NAME 	CLAIM NUMBER 
	Claim 	PAULA 633 	MB633 
	Claim 	JONA 	MB2109 
	Claim 	DREW 	MB3260 
	Claim 	PFG 	MB5272 
	Claim 	PFG 1 	MB5273 
	Claim 	PFG 2 	MB5274 
	Claim 	PFG 3 	MB5275 
	Claim 	PFG 4 	MB5276 
	Claim 	PFG 5 	MB5277 
	Claim 	PFG 6 	MB5278 
	Claim 	PFG 7 	MB5279 
	Claim 	PFG 8 	MB5280 
	Claim 	PFG 9 	MB5281 
	Claim 	BILL 31 	MB9231 
	Claim 	BILL 32 	MB9232 
	Claim 	BILL 33 	MB9233 
	Claim 	BILL 34 	MB9378 
	Claim 	BILL 35 	MB9380 
	Claim 	PFG 10 	MB9382 
	Claim 	CHCALA 1 	W53405 
	Claim 	GLORIA 	W53619 
	Claim 	REX 4 	MB1756 
	Claim 	SAN 70 	MB11576 
	Claim 	SAN 71 	MB11577 
	Claim 	SAN 73 	MB11579 
	Claim 	SAN 74 	MB11580 



HOLDER: (50% Interest) and GREENBELT GOLD MINES INC. (50%
Interest) 


	TYPE 	CLAIM NAME 	CLAIM NUMBER 
	 
	Claim 	GOLDSTONE 	15876 
	Claim 	FOX 	15922 
	Claim 	WOLF 	25885 
	Claim 	FISHER 	25896 
	Claim 	GOLDEN STAR 1 	27506 
	Claim 	MARIGOLD 	27508 
	Claim 	GOLD FLY 	27510 
	Claim 	WOLVERINE FRACTIONAL 	28950 
	Claim 	LISGAR 	29940 
	Claim 	GOLDEN TRUTH FR 	31682 
	Claim 	I.X.L. 	W1097 
	Claim 	A.B. NO 1 	W14003 
	Claim 	A.B. NO 2 	W14004 
	Claim 	A.B. NO 3 	W14005 
	Claim 	A.B. NO 4 	W14006 
	Claim 	A.B. NO 5 	W14007 
	Claim 	A.B. NO 6 	W14008 
	Claim 	SOUTH SIDE #1 	W232 
	Claim 	SOUTH SIDE 	W233 
	Claim 	PAYUK 	W44240 
	Claim 	MARQUIS 	W44242 



196



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	TYPE 	CLAIM NAME 	CLAIM NUMBER 
	Claim 	PRIME 	W44243 
	Claim 	GOLDZONE NO 12 	W4464 
	Claim 	GOLDZONE FRAC 	W46424 
	Claim 	I.X.L. FR. 	W5856 
	Claim 	LOON 	W89 
	Claim 	WHITE 	W90 




	 	2. 	
      ONTARIO MINES AND
MINERALS



PORCUPINE MINING CLAIMS 
PART ONE HOLDER: (100%
INTEREST) 


	No. 	Claim Number 	Mining Division 	Township/Area 	Status 	Due Date 
	 1. 	817604 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	 2. 	817605 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	 3. 	817608 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	 4. 	833192 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	 5. 	833195 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	 6. 	947837 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 7. 	947838 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 8. 	947839 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 9. 	947840 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 10. 	947841 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 11. 	947842 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 12. 	947843 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 13. 	947844 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 14. 	947845 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 15. 	947846 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 16. 	947847 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 17. 	947848 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 18. 	947849 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	 19. 	947850 	PORCUPINE 	DENTON 	Active 	2016-JUN-28




197



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	No. 	Claim Number 	Mining Division 	Township/Area 	Status 	Due Date 
	20. 	947851 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	21. 	947852 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	22. 	947853 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	23. 	947854 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	24. 	947858 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	25. 	947863 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	26. 	947864 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	27. 	947865 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	28. 	947866 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	29. 	947867 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	30. 	947869 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	31. 	947870 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	32. 	947871 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	33. 	947872 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	34. 	947873 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	35. 	947874 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	36. 	947875 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	37. 	947876 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	38. 	947877 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	39. 	947878 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	40. 	947879 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	41. 	947880 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	42. 	947881 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	43. 	947882 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	44. 	947885 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	45. 	947886 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28




198



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	No. 	Claim Number 	Mining Division 	Township/Area 	Status 	Due Date 
	46.
    	947887 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	47.
    	947888 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	48.
    	947889 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	49.
    	949074 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	50.
    	949904 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	51.
    	949905 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	52.
    	949906 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	53.
    	949907 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	54.
    	949908 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	55.
    	949909 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	56.
    	949910 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	57.
    	949911 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	58.
    	949912 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	59.
    	949913 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	60.
    	949914 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	61.
    	949915 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	62.
    	949921 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	63.
    	949922 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	64.
    	949923 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	65.
    	949924 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	66.
    	949925 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	67.
    	949928 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	68.
    	982288 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	69.
    	982289 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	70.
    	982290 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	71.
    	982291 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 



199



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	No. 	Claim Number 	Mining Division 	Township/Area 	Status 	Due Date 
	72.
    	982292 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	73.
    	996605 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	74.
    	996609 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	75.
    	997233 	PORCUPINE 	DENTON 	Active 	2016-JUN-28 
	76.
    	1087474 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	77.
    	1087475 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	78.
    	1087476 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	79.
    	1087477 	PORCUPINE 	KEEFER 	Active 	2016-JUN-28 
	80.
    	4241345 	PORCUPINE 	KEEFER 	Active 	2017-APR-14 
	81.
    	4241346 	PORCUPINE 	KEEFER 	Active 	2017-APR-14 
	82.
    	4241347 	PORCUPINE 	DENTON 	Active 	2017-APR-14 
	83.
    	3002972 	PORCUPINE 	CARSCALLEN 	Active 	2016-NOV-29 
	84.
    	3002999 	PORCUPINE 	CARSCALLEN 	Active 	2016-NOV-29 
	85.
    	3010654 	PORCUPINE 	WHITESIDES 	Active 	2016-APR-22 



PORCUPINE MINING CLAIMS 
PART TWO HOLDER: (50%
INTEREST) 


	No. 	Claim Number 	Mining Division 	Township/Area 	Status 	Due Date 
	1.
    	3010236 	PORCUPINE 	TULLY 	Active 	2018-JUL-14 
	2.
    	3010237 	PORCUPINE 	TULLY 	Active 	2018-JUL-14 



MINING LEASE 
HOLDER: (50% INTEREST) 

PIN 65330−0016 (LT), being PCL 469 SEC LC; LT 10 CON 1 TULLY;
MINING CLAIM P. 57471 TULLY; MINING CLAIM P. 57472 TULLY; MINING CLAIM P. 57473
TULLY; MINING CLAIM P. 57474 TULLY; MINING CLAIM P. 57475 TULLY; MINING CLAIM P.
57476 TULLY; MINING CLAIM P. 102250 TULLY; MINING CLAIM P. 102251 TULLY; S 1/2
OF S 1/2 LT 11 CON 2 TULLY; MINING CLAIM P. 57463 TULLY; MINING CLAIM P. 57464
TULLY; PT LT 11 CON 1 TULLY BEING N 1/2 & N 1/2 OF S 1/2; MINING CLAIM P.
57479 TULLY; MINING CLAIM P. 57480 TULLY; MINING CLAIM P. 57467 TULLY; MINING
CLAIM P. 57468 TULLY; MINING CLAIM P. 57485 TULLY; MINING CLAIM P. 57486 TULLY;
DISTRICT OF COCHRANE 

COCHRANE PATENTED CLAIMS 

200




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

PIN 65473−0179 (LT), being MINING RIGHTS ONLY PCL 6966 SEC CST;
MINING CLAIM P22841 
KEEFER; DISTRICT OF COCHRANE; TOWN OF COCHRANE 

PIN 65473−0181 (LT), being MINING RIGHTS ONLY PCL 7311 SEC CST;
MINING CLAIM P27877 
KEEFER BEING LAND AND LAND COVERED WITH THE WATER OF
PART OF AN UNNAMED LAKE 
WITHIN THE LIMITS OF THIS MINING CLAIM; DISTRICT OF
COCHRANE; CITY OF TIMMINS 

PIN 65473−0183 (LT), being MINING RIGHTS ONLY PCL 7864 SEC CST;
MINING CLAIM P26782 
KEEFER; DISTRICT OF COCHRANE; CITY OF TIMMINS 

PIN 65473−0185 (LT), being MINING RIGHTS ONLY PCL 7281 SEC CST;
MINING CLAIM P25078 
KEEFER; DISTRICT OF COCHRANE; CITY OF TIMMINS 

PIN 65473−0187 (LT), being MINING RIGHTS ONLY PCL 7943 SEC CST;
MINING CLAIM P26781 
KEEFER; DISTRICT OF COCHRANE; CITY OF TIMMINS 

PIN 65473−0189 (LT), being MINING RIGHTS ONLY PCL 7362 SEC CST;
MINING CLAIM P25079 
KEEFER; DISTRICT OF COCHRANE; CITY OF TIMMINS 

KENORA MINING CLAIMS 
HOLDER: KLONDEX CANADA LTD.
(100% INTEREST) 


	No. 	Claim Number 	Mining Division 	Township/Area 	Status 	Due Date 
	1. 	4208700 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-FEB-07 
	2. 	4208701 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-FEB-07 
	3. 	4208702 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-FEB-07 
	4. 	4208703 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-FEB-07 
	5. 	4208704 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-FEB-07 
	6. 	4208705 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-FEB-07 
	7. 	4208706 	KENORA 	ATIKWA LAKE AREA 	Active 	2017-FEB-07 
	8. 	4208707 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-FEB-07 
	9. 	4208708 	KENORA 	ATIKWA LAKE AREA 	Active - Hold 	2016-FEB-07 
	10. 	4208709 	KENORA 	ATIKWA LAKE AREA 	Active - Work 
Report Pending
    	2017-FEB-07 
	11. 	4212129 	KENORA 	ATIKWA LAKE AREA 	Active 	2016-AUG-24 
	12. 	4212130 	KENORA 	ATIKWA LAKE AREA 	Active 	2016-AUG-24 
	13. 	4212131 	KENORA 	ATIKWA LAKE AREA 	Active 	2016-AUG-24 
	14. 	4212132 	KENORA 	ATIKWA LAKE AREA 	Active 	2016-AUG-24 
	15. 	4212133 	KENORA 	ATIKWA LAKE AREA 	Active - Work 	2016-AUG-24




201



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	No. 	Claim Number 	Mining Division 	Township/Area 	Status 	Due Date 
	  	  	  	 	Report Pending 	  
	16. 	4213420 	KENORA 	ATIKWA LAKE AREA 	Active 	2016-MAY-04 
	17. 	4213421 	KENORA 	ATIKWA LAKE AREA 	Active 	2016-MAY-04 
	18. 	4213422 	KENORA 	ATIKWA LAKE AREA 	Active 	2016-APR-23 
	19. 	4213423 	KENORA 	ATIKWA LAKE AREA 	Active 	2016-APR-23 
	20. 	4213424 	KENORA 	ATIKWA LAKE AREA 	Active 	2016-MAY-04 
	21. 	4213425 	KENORA 	ATIKWA LAKE AREA 	Active 	2016-MAY-04 
	22. 	4214238 	KENORA 	ATIKWA LAKE AREA 	Active 	2017-APR-03 
	23. 	4219064 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-MAR-03 
	24. 	4219065 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-MAR-03 
	25. 	4219066 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-MAR-03 
	26. 	4219067 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-MAR-03 
	27. 	4219068 	KENORA 	ATIKWA LAKE AREA 	Active-Hold 	2016-MAR-03 
	28. 	4228981 	KENORA 	ATIKWA LAKE AREA 	Active 	2016-APR-02 
	29. 	1247471 	KENORA 	TURTLEPOND LAKE AREA 	Active 	2017-FEB-03 
	30. 	1247472 	KENORA 	TURTLEPOND LAKE AREA 	Active 	2017-MAY-29 
	31. 	3012581 	KENORA 	TURTLEPOND LAKE AREA 	Active 	2016-DEC-06 
	32. 	4219025 	KENORA 	TURTLEPOND LAKE AREA 	Active 	2016-DEC-19 
	33. 	4219026 	KENORA 	TURTLEPOND LAKE AREA 	Active 	2016-DEC-19 
	34. 	4219027 	KENORA 	TURTLEPOND LAKE AREA 	Active 	2016-DEC-19 
	35. 	4219028 	KENORA 	TURTLEPOND LAKE AREA 	Active 	2016-DEC-19 
	36. 	4219029 	KENORA 	TURTLEPOND LAKE AREA 	Active 	2016-DEC-19 



202



NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	No. 	Claim
    Number  	Mining Division 	Township/Area 	Status 	Due Date 
	37. 	4219030 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	38. 	4219031 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	39. 	4219032 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	40. 	4219033 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	41. 	4219034 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	42. 	4219035 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	43. 	4219036 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	44. 	4219037 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	45. 	4219038 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	46. 	4219039 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	47. 	4219040 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	48. 	4219041 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 
	49. 	4219042 	KENORA 	TURTLEPOND LAKE  AREA 	Active 	2016-DEC-19 



203




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SCHEDULE I 

Litigation 

	 	1. 	
      Civil Litigation Matters



William J. Solloway v. Klondex Mines Ltd. / Ontario Superior
Court of Justice / Court File No CV-13-488349 

On September 9, 2013, Willliam J. Solloway ("Solloway")
commenced an application against Klondex Mines Ltd. ("Klondex") in the
Ontario Superior Court of Justice seeking a declaration to reinstate 1.85
million options to acquire common shares of Klondex, which he obtained as a
former director and officer of Klondex. On January 9, 2014, Klondex successfully
moved for a stay of this proceeding before Mr. Justice Perell on the grounds
that Ontario was not the appropriate forum for this dispute. The proceedings
were moved to Nevada. Klondex was awarded CDN$42,000 in costs by the Ontario
Superior Court of Justice and on appeal an additional CDN$10,000 in costs by the
Ontario Court of Appeal.

Rick Magness v. Klondex Gold & Silver Mining Company /
Second Judicial District Court, Washoe County, Nevada, Case No.
CV13-02482 

In July 2013, Rick Magness ("Magness") filed a claim
against Klondex for one year of salary plus accrued paid time-off (~$83,000
total) in the Nevada District Court (the "Magness litigation").

In February 2014, Klondex added Solloway, Blane Wilson
("Wilson"), and Doug Carter ("Carter") as third party-defendants
in the Magness litigation under claims based in contract and fraud. Solloway
filed a counterclaim for $8000 in expenses, $225,000 in severance (1 year of
base salary) and 1.85 million cancelled stock options. Wilson filed a
counterclaim for $600,000 (3 years of base salary) plus 504,000 cancelled stock
options. Carter did not file a counterclaim. The case is in discovery and is
scheduled for a two-week jury trial beginning September 12, 2016.

204




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SCHEDULE J 

Environmental Compliance

•     Sage grouse mitigation as set forth
in the Bureau of Land Management Decision Record DOI-BLM-E020-2013-0014-EA,
NVN-088898. No disturbance activities have occurred under this plan
(NVN-088898). When disturbance activities occur, sage grouse protection measures
as outlined in DOI-BLM-NV-E020-2013-0014-EA, NVN-088898 will be followed. 

•     Cultural resource issues as set forth
in the Memorandum of Agreement (Undertaking #2011-1495) with the Bureau of Land
Management and the Nevada Historic Preservation Officer (SHPO). Klondex is
following the cultural resource treatment plan as outlined in the Memorandum of
Agreement (Undertaking #2011-1495). 

•     Cultural resource issues as set forth
in the in Bureau of Land Management Decision Record DOI-BLM-E020-2013-0014-EA,
NVN-088898. Klondex is following the cultural resource treatment plan as
outlined in the Memorandum of Agreement (Undertaking #2011-1495) as required by
DOI-BLM-NV-E020-2013-0014-EA, NVN-088898; 

•     Nominal costs of not more than
$10,000 for the removal of oil from soil. 

•     Asbestos was found on the walls of an
assay lab building. The building was shut down 2 years ago and the asbestos
contained. 

205




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SCHEDULE K 

Employee Matters 

		• 	
      Medical, health savings account, dental, vision, basic
      life insurance and accidental death and dismemberment, short term
      disability and long term disability. There is also a supplemental health
      plan for executives. 

	 	 	 
	 	• 	
      Paid vacation and leave 

	 	 	 
	 	• 	
      Paid time off 

	 	 	 
		• 	
      401-K plan established in 2014. Employees may contribute
      to the plan as per US regulations and the employees' contributions will be
      matched as follows: 100% of the first 3% and 50% of the next 2%. The match
      is 100% vested. The matching may change from time to time as elected by
      management and this plan is reviewed at least annually. 

	 	 	 
		• 	
      Incentive compensation including cash-based compensation
      and share incentive plan governing the grant of options under the share
      option plan and the grant of common shares under the share compensation
      plan, in each case to eligible participants, which can include directors,
      officers, employees and service providers 

	 	 	 
	 	• 	
      Change of control payments for officers




206




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SCHEDULE L 

Capitalized Leases 

	 	1. 	
      Klondex Mines
Ltd.




	Creditor: Champion Chevrolet, 800 Lietzke Lane,
      Reno, NV 89502 
	Initial balance (Oct 22, 2013): $46,757.40. 
	Interest: 0.0% 
	Payment schedule: Sixty payments of $779.29 starting
      11/21/2013 
	Status: Current 



	 	2. 	
      Klondex Gold & Silver Mining
    Company




	Creditor: Sandvik Customer Finance LLC, 300
      Technology Court, Smyrna, GA 30082 
	Initial balance (December 18, 2015): US$656,016
  
	Interest: N/A 
	Payment schedule: An initial payment of $20,003.62
      due 1/15/2016 followed by 35 monthly payments of $19,353.62 
	Status: Current 



	 	3. 	Klondex Midas Operations Inc.
  



	Creditor: Sandvik Customer Finance LLC, 300
      Technology Court, Smyrna, GA 30082 
	Initial balance (December 16, 2015): US$357,572
  
	Interest: N/A 
	Payment schedule: An initial payment of $11,199.00
      due 1/15/2016 followed by 35 monthly payments of $10,549.00 
	Status: Current 
	  
	Creditor: Sandvik Customer Finance LLC, 300
      Technology Court, Smyrna, GA 30082 
	Initial balance (December 16, 2015) US$357,572

	Interest: N/A 
	Payment schedule: An initial payment of $11,199.00
      due 1/15/2016 followed by 35 monthly payments of $10,549.00 
	Status: Current 


207




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Schedule 21.40 

Guarantee 

Debenture 

Such other security documents required to effect the grant by
Klondex Canada of a security interest that is pari passu with the
security granted to Franco-Nevada. 

208




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

Schedule 33.2(C) 

209




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

SIGNATURES 

LENDER 

INVESTEC BANK PLC 


	By: 	/s/
      “Anthony Rowe” 
	  	Name: Anthony Rowe 
	  	Title: Authorized Signatory 
	  	  
	 	 
	By: 	/s/
      “Oliver Tagg” 
		Name: Oliver Tagg 
	  	Title: Authorized Signatory




HEDGE COUNTERPARTY 

INVESTEC BANK PLC 


	By: 	/s/
      “Andrew Lillywhite” 
	  	Name: Andrew Lillywhite 
	  	Title: Authorized Signatory 
	  	  
	 	 
	By: 	/s/
      “Paul Geddes” 
		Name: Paul Geddes 
	  	Title: Authorized Signatory




BORROWER 

KLONDEX MINES LTD 


	By: 	/s/
      “Barry Dahl” 
	  	Barry Dahl 



Address:     Suite 2200, 1055 West Hastings
Street, Vancouver, BC, V6E 2E9, Canada 

GUARANTORS 

0985472 B.C. LTD

210




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 


	By: 	/s/
      “Barry Dahl” 
	  	Barry Dahl 



Address:     Suite 2200, 1055 West Hastings
Street, Vancouver, BC, V6E 2E9, Canada 

KLONDEX HOLDINGS (USA) INC. 


	By: 	/s/
      “Barry Dahl” 
	  	Barry Dahl 



Address:     360 Western Road, Suite 1,
Reno, Nevada, USA 89506 

KLONDEX MIDAS HOLDINGS LIMITED 


	By: 	/s/
      “Barry Dahl” 
	  	Barry Dahl 



Address:     360 Western Road, Suite 1,
Reno, Nevada, USA 89506 

KLONDEX MIDAS OPERATIONS INC. 


	By: 	/s/
      “Barry Dahl” 
	  	Barry Dahl 



Address:     360 Western Road, Suite 1,
Reno, Nevada, USA 89506 

KLONDEX GOLD & SILVER MINING COMPANY 


	By: 	/s/
      “Barry Dahl” 
	  	Barry Dahl 



Address:     360 Western Road, Suite 1,
Reno, Nevada, USA 89506 

211




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE
SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE,
UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST. 

KLONDEX CANADA LTD. 


	By: 	/s/
      “Barry Dahl” 
	  	Barry Dahl 



Address:     Suite 2200, 1055 West Hastings
Street, Vancouver, BC, V6E 2E9, Canada 

212