Klondex Mines Ltd.: Exhibit 10.4 - 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 

AMENDMENT TO FACILITY AGREEMENT 

EXECUTED by the parties hereto as of the 31 day of
March, 2017. 

	AMONG: 	KLONDEX MINES LTD., as Borrower 
	  	
       

	  	
      (the 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 

		
      (collectively, the Guarantors and together with
      Borrower, the Obligors, and each a Obligor) 

	  	
       

	AND: 	
      INVESTEC BANK PLC, as Lender and Hedge
      Counterparty 

	  	
       

	  	
      (the Lender) 

	  	
       

	AND: 	
      INVESTEC BANK PLC, as Security Agent 

	  	
       

	  	
      (the Security Agent) 



WHEREAS the Obligors, the
Lender and the Security Agent signatory thereto have entered into a Facility
Agreement dated of March 23, 2016 (Including all annexes, exhibits and schedules
thereto, the Facility Agreement);

 AND WHEREAS Obligors, the Lender
  and the Security Agent signatory thereto have entered into an Amendment to
  Facility Agreement dated October 14, 1016 (with an effective date of October 28,
  2016) (Including all annexes, exhibits and schedules thereto, the Facility
    Amendment); 

AND WHEREAS the Obligors,
the Lender and the Security Agent signatory thereto have entered into an
Amendment to Facility Agreement dated of March 6, 2016 ( Including all annexes,
exhibits and schedules thereto, the second Facility Agreement, or collectively
with the Amendment, the Facility Amendments); 

AND WHEREAS the parties
  hereto wish to extend the time for repayment of the secured revolving facility
  and further amend certain provisions of the Facility Agreement, as set out below
  (hereinafter this Amendment); 

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. 

NOW THEREFORE for good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereby agrees as follows:

Article 1 – INTERPRETATION 

	1.1 	
      All capitalized terms used herein and not otherwise
      defined herein shall have the meanings ascribed to such terms in the
      Facility Agreement (subject to any amendments to such terms
  herein).

	 	 
	1.2 	
      This Amendment constitutes a Finance Document under the
      Facility Agreement.



Article 2 – AMENDMENTS 

	2.1 	
      Section 1.1, the definition of “Original Final
      Maturity Date” is deleted in its entirety and replaced with the
      following:



“Original Final Maturity Date
means December 31, 2019 or, if extended pursuant to clause 6.2 (Extension
option), the date which is twelve months after the then Original Final
Maturity Date.” 

	2.2 	
      Section 19.7 is deleted in its entirety and replaced with
      the following:




	 	“(a) 	The Borrower shall ensure that it maintains
  



	 	(i) 	
      a minimum of 300,000 ounces of gold in reported proven
      and probable reserves (in accordance with Ontario Securities Commission
      Instrument NI 43-101) at Fire Creek Mine, Midas Mine and Rice Lake Mine;

	 	 	 
	 	(ii) 	
      reported measured and indicated gold resources (as
      reported in accordance with Ontario Securities Commission Instrument NI
      43.101 and exclusive of reserves) in a minimum amount (such amount, the
      Minimum Resources Undertaking) of 300,000 ounces at Fire Creek
      Mine, Midas Mine and Rice Lake Mine; provided however that at all
      times, no more than 25% of the reported indicated resources may be used to
      meet the then applicable Minimum Resources Undertaking; and

	 	 	 
	 	(iii) 	
      sufficient reported measured, indicated and inferred
      resources incorporated within an economically sustainable mine plan to
      cover the following twelve (12) Months of production at Fire Creek Mine,
      Midas Mine and Rice Lake Mine 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) and (ii) above, and in respect of subparagraph (iii)
      above, shall satisfy the same with the delivery of the mine plan upon
      which each Annual Budget is based.”




	2.3 	
      This Amendment shall not be effective until the
      completion of each of the following conditions precedent, each of which is
      for the sole benefit of the Lender (and may be waived by the Lender in its
      sole discretion):




	 	(a) 	
      by March 31, 2017, the Lender shall have received an
      extension fee payable by the Borrower equal to US $[****] to the
      Lender; and



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. 

	 	(b) 	
      by March 31, 2017, the Borrower shall deliver to the
      Lender the written consent (on a form acceptable to the Lender) of
      Franco-Nevada GLW Holdings Corp, to this
Amendment,



Article 3 – MISCELLANEOUS 

	3.1 	
      Each of the Obligors (i) reaffirms its obligations under
      the Facility Agreement, the Facility Amendments and the other Finance
      Documents to which it is a party, and(ii) agrees that the Facility
      Agreement, the Facility Amendments and the other Finance Documents to
      which it is a party remain in full force and effect, except as amended
      hereby, and are hereby ratified and confirmed.

	 	
       

	3.2 	
      Each of the Obligors hereby (i) consents to and approves
      the execution and delivery of this Amendment, (ii) agrees that this
      Amendment does not and shall not limit or diminish in any manner the
      obligations of such Obligor under any guarantee granted by it in favour of
      the Lender (the Guarantee) and that such obligations would not be
      limited or diminished in any manner even if such Obligor had not executed
      this Amendment,(iii) agrees that this Amendment shall not be construed as
      requiring the consent of such Obligor in any other circumstance, (iv)
      reaffirms each of its obligations under the Guarantee and the other
      Finance Documents to which it is a party, and (v) agrees that theGuarantee
      and the other Finance Documents to which it is a party remain in full
      force and effect and are hereby ratified and confirmed.

	 	
       

	3.3 	
      Nothing contained in this Amendment or any other
      communication between the Lender and any other Obligor shall be a waiver
      of any other present or future violation, Default or Event of Default
      under the Facility Agreement or any other Finance Document (collectively,
      Violations), Similarly, nothing contained in this Amendment shall
      directly or indirectly in any way whatsoever either: (i) impair, prejudice
      or otherwise adversely affect the Lender’s right at any time to exercise
      any right, privilege or remedy in connection with the Facility Agreement
      or any other Finance Document with respect to any Violations (including,
      without limiting the generality of the foregoing, in respect to the
      non-conformity to any representation, warranty or covenant contained in
      any Finance Document), (ii) except as specifically provided in Article II
      hereof, amend or alter any provision of the Facility Agreement or any
      other Finance Document or any other contract or instrument, or (iii)
      constitute any course of dealing or other basis for altering any
      obligation of any of the Obligors under the Finance Documents or any
      right, privilege or remedy of the Lender under the Facility Agreement or
      any other Finance Document or any other contract or instrument with
      respect to Violations. Nothing in this Amendment shall be construed to be
      a consent by the Lender to any Violations.

	 	 
	3.4 	
      Save as expressly set forth in this Amendment, all other
      terms and conditions of the Facility Agreement and Facility Amendments
      remain in full force and effect. All other Finance Documents remain in
      full force and effect.



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. 

	3.5 	
      Except to the limited extent set forth herein, no
      additional amendment in respect of any other term, condition, covenant,
      agreement or any other aspect of the Facility Agreement is intended or
      implied.

	 	 
	3.6 	
      The Obligors, shall from time to time, do all acts and
      things and execute and deliver all agreements as the Lender may reasonably
      require for enabling the Lender to obtain the full benefits of this
      acknowledgment and confirmation.

	 	 
	3.7 	
      This Amendment shall be interpreted and the rights and
      liabilities of the parties hereto shall be determined in accordance with
      the laws of the Province of British Columbia and the federal laws of
      Canada applicable therein.

	 	 
	3.8 	
      This Amendment may be executed in original, facsimile
      and/or other electronic means counterparts and all such counterparts taken
      together shall be deemed to constitute one and the same
  instrument.



[Signature pages follow] 

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. 

The parties have executed this Amendment as of the date first
above written: 

BORROWER: 

	 	KLONDEX MINES LTD. 
	 	  	  	  
	 	  	  	  
	 	Per: 	s/ Barry Dahl 
	 	  	Name: 	
      Barry Dahl 

	 	  	Title: 	
      Chief Financial Officer 



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. 

GUARANTORS: 

	 	KLONDEX CANADA LTD. 
	 	  	  	  
	 	  	  	  
	 	Per: 	/s/ Barry Dahl 
	 	  	Name: 	 Barry Dahl 
	 	  	Title: 	Treasurer and Secretary 
	 	  	  	  
	 	  	  	  
	 	0985472 B.C. LTD 
	 	  	  	  
	 	  	  	  
	 	Per: 	/s/ Barry Dahl 
	 	  	Name: 	 Barry Dahl 
	 	  	Title: 	Treasurer and Secretary 
	 	  	  	  
	 	  	  	  
	 	KLONDEX HOLDINGS (USA) INC.
  
	 	  	  	  
	 	  	  	  
	 	Per: 	/s/ Barry Dahl 
	 	  	Name: 	 Barry Dahl 
	 	  	Title: 	Treasurer 
	 	  	  	  
	 	  	  	  
	 	KLONDEX MIDAS HOLDINGS LIMITED
    
	 	  	  	  
	 	  	  	  
	 	Per: 	/s/ Barry Dahl 
	 	  	Name: 	 Barry Dahl 
	 	  	Title: 	Treasurer 
	 	  	  	  
	 	  	  	  
	 	KLONDEX MIDAS OPERATIONS INC.
    
	 	  	  	  
	 	  	  	  
	 	Per: 	/s/ Barry Dahl 
	 	  	Name: 	 Barry Dahl 
	 	  	Title: 	Treasurer 
	 	  	  	  
	 	  	  	  
	 	KLONDEX GOLD & SILVER
      MINING 
	 	COMPANY 	  


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. 

	 	Per: 	s/
      Barry Dahl 
	 	  	Name:       Barry
      Dahl 
	 	  	Title:        
      Treasurer 


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. 

FINANCE PARTIES: 

	 	INVESTEC BANK PLC, 
	 	as Lender and Hedge
      Counterparty 
	 	  	  
	 	  	  
	 	Per: 	/s/
      Oliver Tagg 
	 	  	Name:      Oliver Tagg
    
	 	  	Title:        
      Authorised Signatory 
	 	  	  
	 	  	  
	 	Per: 	/s/
      Paul Geddes 
	 	  	Name:     Paul Geddes

	 	  	Title:      
      Authorised Signatory 
	 	  	  
	 	  	  
	 	  	  
	 	  	  
	 	INVESTEC BANK PLC, 
	 	as Security Agent 
	 	  	  
	 	  	  
	 	Per: 	/s/
      Steven Cowland 
	 	
       
	
      Name:      Steven
      Cowland 

	 	  	Title:      
      Authorised Signatory 
	 	  	  
	 	  	  
	 	Per: 	/s/
      Oliver Tagg 
	 	  	Name:      Oliver
      Tagg 
	 	  	Title:        Authorised
      Signatory 


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