Exhibit 4.8


 


 


LOAN AGREEMENT


 


No. 3 


 


 


between


 








 


Ekidos Minerals LLP


 





 


as Debtor





 


 


and


 





 


ARRAS MINERALS CORP.





 


 


as Creditor


 


 


 






    	  





    	 



    

 


 


 


THIS LOAN AGREEMENT No.3 (the “Agreement”)
is made on 30 June 2021 between:


 


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



 


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



 





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


 


NOW IT IS HEREBY
AGREED AS FOLLOWS:


 


		1.	Interpretation



 


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



 


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


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


Loan: has the
meaning stipulated in Clause 2.1.


 


1.2   Any reference in this Agreement to:




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


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


 


 






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


 


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


 


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


 


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


 


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


 


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


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


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


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


 



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


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


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


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


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


2.  Loan


2.1  Subject to the terms and conditions herein, the Creditor has
agreed to make available to the Debtor an interest free loan in the amount of USD 480,000 (four hundred eighty thousand US Dollars) (the
“Loan”). The Creditor will make the Loan available to the Debtor in full or in part and at dated and time determined at the
sole discretion of the Creditor.


2.2  The Loan shall be provided to the Debtor exclusively
for the purposes agreed by the Creditor in writing prior to Debtor’s transfer of any amount to third parties.


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


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


3.  Repayment


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


4.  Taxes


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


 


 



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5.  Partial Invalidity


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


6.  Representations and Warranties


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


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


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


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


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


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


 



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7.  Counterparts


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


8.  Law


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


9.  Jurisdiction


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


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


 10.  Further Assurance


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





 



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11.  Entire Agreement


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


12.  Assignment


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


13.  Waiver


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


14.  Modification


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


15. Severability


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


 






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16.  Ekidos Minerals Bank Account


 


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


 


Bank:                                  


 


Bank Address:                                   


 


Account:                                  


 


SWIFT:                                  


 


 


17.  Arras Minerals Corp. Bank Account


 


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


 


Bank:                                  


 


Bank Address:                                  


 


Account:                                  


 


SWIFT:                                  


 


18.  Notices


 


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


 


If to Creditor, at:


Arras Minerals Corp.


777 Dunsmuir Street, Suite 1610


Vancouver, British Columbia


V7Y 1K4


 


Attention: Christopher Richards


Email: crichards@arrasminerals.com


and


Attention: Timothy Barry


Email: tbarry@arrasminerals.com


 


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


Blake, Cassels & Graydon LLP


595 Burrard Street


Suite 2600, Three Bentall Centre


Vancouver, British Columbia


V7X 1L3


Attention: Susan Tomaine


Email: susan.tomaine@blakes.com


 


 



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(b)  If to Debtor,
at:


 


Ekidos
Minerals Limited Liability Partnership


Apt. 1,
158 Panfilov Street


Almalinsky
District, Almaty 050000


Republic
of Kazakhstan


 


Attention:
Irma Nuss


Email:
irina.dostyk@gmail.com


 


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


 


 



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


 


Debtor


Ekidos Minerals LLP


 


/s/ Irma Nuss           


Name:Irma Nuss


Title:Director


 


Creditor


Arras Minerals Corp.


 


 


/s/ Christopher Richards        


Name:Christopher Richards


Title:Chief Financial Officer


 


 


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