Peninsula Energy Ltd.: Exhibit 4.12- Filed by newsfilecorp.com






EXECUTION VERSION

CONVERTIBLE BRIDGE LOAN AGREEMENT 


	DATED APRIL 22, 2016



Between 

PENINSULA ENERGY LIMITED 
as Borrower 


EACH PERSON DESCRIBED IN SCHEDULE 1 
As Guarantors



PALA INVESTMENTS LIMITED 
as Lender 

 

 











CONTENTS 

	Clause 	  	Page 
	  	  	  
	1.
      	Definitions
      and interpretation 	1
      
	2.
      	Loan
      	11
      
	3.
      	Conditions
      precedent 	12
      
	4.
      	Interest
      	16
      
	5.
      	Payment,
      repayment and prepayment 	17
      
	6.
      	Convertible
      Note 	19
      
	7.
      	Representations
      and warranties 	22
      
	8.
      	Undertakings
      	24
      
	9.
      	Events
      of Default 	30
      
	10.
      	Taxes,
      costs and expenses 	33
      
	11.
      	Indemnity
      	33
      
	12.
      	Assignment
      	34
      
	13.
      	Guarantee
      and Indemnity 	34
      
	14.
      	Confidentiality
      	37
      
	15.
      	PPSA
      exclusions 	39
      
	16.
      	General
      	39
      
	  	  	  
	Schedules 	  
	  	  	  
	1.
      	Guarantors
      	43
      
	2.
      	Notice
      details 	44
      
	3.
      	Funding
      notice 	46
      
	4.
      	Intercreditor
      Principles 	47
      
	5.
      	Verification
      certificates 	49
      
	6.
      	Form
      of Certificate 	55
      
	7.
      	form
      of conversion notice 	56
      
	  	  	  
	  	  	  
	  	  	  
	signatories
      	57
      







	THIS AGREEMENT is dated April 22, 2016 and is made 


BETWEEN: 

	(1) 	PENINSULA ENERGY LIMITED (ABN 67 062 409 303) of Unit 17, Level
      2, 100 Railway Road, Subiaco WA 6008 (the Borrower); 
	 	 
	(2) 	EACH PARTY NAMED IN SCHEDULE 1 (the Guarantors); and
  
	 	 
	(3) 	PALA INVESTMENTS LIMITED of 12 Castle Street, St Helier, Jersey
      JE2 3RT (the Lender). 


IT IS AGREED as follows: 

	1. 	DEFINITIONS AND INTERPRETATION 
	 	 
		The meanings of the terms used in this agreement are set out below.
  
	 	 
	1.1 	Definitions 
	 	 
		In this agreement; 
	 	 
		Accounting Standards means generally accepted accounting
      principles in Australia. 
	 	 
		Affiliate means, in relation to any person, a Subsidiary of
      that person or a Holding Company of that person or any other Subsidiary of
      that Holding Company, and includes (for the purposes of the Lender only)
      any partnership, limited partnership, entity or trust that is managed by
      the Lender. 
	 	 
		Annual Budget means the consolidated annual budget for the
      Group, broken down on a monthly basis, in reasonable detail for such
      financial year as customarily prepared by management of the Borrower for
      its internal use, setting out the principal assumptions upon which that
      budget is based, prepared by the Borrower and provided to the Lender, in a
      form reasonably acceptable to the Lender. 
	 	 
		Arrangement Fee Shares has the meaning given to it in clause
      2.4. 
	 	 
		ASIC means the Australian Securities and Investments
      Commission. 
	 	 
		ASX means ASX Limited or the Australian Securities Exchange, as
      the context requires. 
	 	 
		Australian Dollars or AU$ means the lawful currency of
      Australia. 
	 	 
		Authorisation means: 



	 	(a) 	any consent, registration, filing, agreement, notice of non objection,
      notarisation, certificate, licence, approval, permit, authority or
      exemption from, by or with a Regulatory Authority; or 
	 	 	 
	 	(b) 	in relation to anything which a Regulatory Authority may prohibit or
      restrict within a specific period, the expiry of that period without
      intervention or action or notice of intended intervention or action.
  


BCFM has the meaning given in
the Senior Facility Agreement. 

Beneficiary has the meaning
given to that term in the Security Trust Deed. 

1 




Bill means a bill of exchange as
defined in the Bills of Exchange Act 1909 (Cth). 

Business Day means a day (not
being a Saturday, Sunday or public holiday in that place) on which banks are
open for general banking business in each of Perth and Sydney, Australia, New
York, United States of America, and London, United Kingdom, excluding a
Saturday, Sunday or public holiday. 

Certificate means a Certificate
for a Convertible Note, substantially in the form of Schedule 6. 

Change of Control of the
Borrower means where a person who at the date of this agreement has Control of
the Borrower ceases to have Control of the Borrower or one or more persons
acquires Control of the Borrower after the date of this agreement, other than
any change in the percentage of Shares held by either the Lender or RCF. 

Condition Subsequent means the
conditions set out in clause 3.3(a) . 

Control of a corporation
includes the direct or indirect power to directly or indirectly: 

	 	(a) 	direct the management or policies of the corporation; 
	 	 	 
	 	(b) 	appoint or remove more than one half of the directors of the
      corporation; 
	 	 	 
	 	(c) 	cast or control the casting of a majority of the votes which may be
      cast at a meeting of directors of the corporation; or 
	 	 	 
	 	(d) 	cast or control the casting of 20% or more of the maximum number of
      votes which may be cast at a general meeting of members of the
      corporation. 


Conversion means the conversion
of the Lender’s participation in any principal amount outstanding under the Loan
and/or any interest accrued but unpaid thereon into Shares in accordance with
clause 6. 

Conversion Date means the
Business Day on which a Conversion is to occur, which shall be a Trading Day not
less than 5 Business Days after the date on which a Conversion Notice is given
by the Lender. 

Conversion Notice means notice
of a required Conversion, substantially in the form of Schedule 7. 

Conversion Notice Date means the
date on which a Conversion Notice is given by the Lender. 

Convertible Note means a
convertible note issued by the Borrower on, and subject to, the terms set out in
clause 6, as evidenced by a Certificate. 

Corporations Act means the
Corporations Act 2001 (Cth). 

CS Transaction Documents means:


	 	(a) 	the Intercreditor Agreement – Investec; 
	 	 	 
	 	(b) 	the Convertible Note; and 
	 	 	 
	 	(c) 	each Security Document other than the Security Trust Deed.
  


Distributions means any
dividend, distribution or other amount declared or paid by any Obligor on any
Marketable Securities issued by it. 

2 




Encumbrances means an interest
or power:


	 	(a) 	reserved in or over an interest in any asset including, but not
      limited to, any retention of title; or 
	 	 	 
	 	(b) 	created or otherwise arising in or over any interest in any asset
      under a security agreement, bill of sale, mortgage, charge, lien, pledge,
      trust or power or any other agreement having similar effect,



by way of, or having similar commercial
effect to, security for the payment of a debt, any other monetary obligation or
the performance of any other obligation, and includes, but is not limited to,
any agreement to grant or create any of the above and includes a security
interest within the meaning of section 12(1) of the PPSA. 

Event of Default means any event
specified in clause 9.2. 

Exchange Rate means the spot
rate of exchange denominated in US Dollars per Australian Dollar (AU$/US$),
taken from the Reserve Bank of Australia’s website. 

Excluded Tax means any Tax
imposed by any jurisdiction on the net income of the Lender but not a Tax: 

	 	(a) 	calculated on or by reference to the gross amount of any payment
      (without allowance for any deduction) derived by the Lender under any
      Transaction Document or any other document referred to in a Transaction
      Document; or 
	 	 	 
	 	(b) 	imposed as a result of the Lender being considered a resident of or
      organised or doing business in that jurisdiction solely as a result of it
      being a party to any Transaction Document or any transaction contemplated
      by any Transaction Document. 


Face Value means the principal
amount outstanding under the Loan. 

Financial Indebtedness means any
debt or other monetary liability in respect of moneys borrowed or raised or any
financial accommodation including under or in respect of any: 

	 	(a) 	Bill, bond, debenture, note or similar instrument; 
	 	 	 
	 	(b) 	acceptance, endorsement or discounting arrangement; 
	 	 	 
	 	(c) 	Guarantee in respect of any moneys borrowed or raised or any financial
      accommodation; 
	 	 	 
	 	(d) 	finance or capital lease; 
	 	 	 
	 	(e) 	agreement for the deferral of a purchase price or other payment in
      relation to the acquisition of any asset or service for more than 90 days;
    
	 	 	 
	 	(f) 	obligation to deliver goods or provide services paid for in advance by
      any financier; 
	 	 	 
	 	(g) 	agreement for the payment of capital or premium on the redemption of
      any preference shares; 
	 	 	 
	 	(h) 	interest or currency swap or hedge arrangement, financial option,
      futures contract or analogous transaction (the amount of such Financial
      Indebtedness being the marked to market value of the relevant
      transaction); or 


3






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


and irrespective of whether the debt or
liability:


	 	(j) 	is present or future; 
	 	 	 
	 	(k) 	is actual, prospective, contingent or otherwise; 
	 	 	 
	 	(l) 	is at any time ascertained or unascertained; 
	 	 	 
	 	(m) 	is owed or incurred alone or severally or jointly or both with any
      other person; or 
	 	 	 
	 	(n) 	comprises any combination of the above. 


Financial Reports means in
relation to an entity, the following financial statements and information in
relation to the entity, prepared for its financial half year or financial year:


	 	(a) 	a statement of financial performance; 
	 	 	 
	 	(b) 	a statement of financial position; and 
	 	 	 
	 	(c) 	a statement of cashflows, 


together with any notes to those
documents and any accompanying reports, statements, declarations and other
documents or information. 

Funding Notice means a notice
given under clause 2.2(b) . 

Government Agency any government
or any governmental, semi-governmental, administrative, fiscal or judicial body,
department, commission, authority, tribunal, agency or entity. 

Group means the Borrower and its
Subsidiaries.


GST means the goods and services
tax levied under the A New Tax System (Goods and Services Tax) Act 1999
(Cth). 

Guarantee means any guarantee,
suretyship, letter of credit, letter of comfort or any other obligation
(whatever called and of whatever nature): 

	 	(a) 	to provide funds (whether by the advance or payment of money, the
      purchase of or subscription for shares or other securities, the purchase
      of assets or services, or otherwise) for the payment or discharge of;
  
	 	 	 
	 	(b) 	to indemnify any person against the consequences of default in the
      payment of; or 
	 	 	 
	 	(c) 	to be responsible for, 


any debt or monetary liability of
another person or the assumption of any responsibility or obligation in respect
of the insolvency or the financial condition of any other person. 

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

4





Insolvent means, in relation to
an Obligor, unable to pay its debts when they are due or is or becomes unable to
pay its debts within the meaning of the Corporations Act or is presumed to be
insolvent under the Corporations Act. 

Intercreditor Agreement –
Investec means an intercreditor agreement to be entered into between,
amongst others, the Lender, RCF, the Senior Lender and the Security Trustee in
relation to the Loan, the RCF Loan, the Senior Facility and the Security, which
will be consistent with the Intercreditor Principles. 

Intercreditor Agreement –
RCF/Pala means an intercreditor agreement to be entered into between,
amongst others, the Lender and RCF in relation to the Loan, the RCF Loan and the
Security. 

Intercreditor Principles means
the principles set out in Schedule 4. 

Interest Conversion Amount means
the amount of any interest accrued but unpaid on the principal amount
outstanding under the Loan to be converted into Shares in accordance with clause
6, as specified by the Lender in a Conversion Notice. 

Interest Payment Date has the
meaning given in clause 4.1(a) . 

Interest Conversion Price has
the meaning given to it in clause 6.4(b) . 

Interest Conversion Shares means
the Shares to which the Lender is entitled on conversion of the Interest
Conversion Amount as calculated pursuant to clause 6.3. 

Life of Mine Plan has the
meaning given in the Senior Facility Agreement. 

Listing Rules means the listing
rules of the ASX.


Loan means the aggregate amount
of US$5,370,000 to be made available by the Lender to the Borrower in accordance
with this agreement or the principal amount outstanding for the time being of
that loan (as the context requires). 

Loan Conversion Amount means the
principal amount outstanding under the Loan to be converted into Shares in
accordance with clause 6, as specified by the Lender in a Conversion Notice.


Loan Conversion Price means the
price determined in accordance with clause 6.4. 

Loan Conversion Shares means the
Shares to which the Lender is entitled on conversion of the Loan Conversion
Amount, as calculated pursuant to clause 6.3. 

Marketable Securities means
marketable securities as defined in section 9 of the Corporations Act. 

Market Share Price means, in
respect of a Share, the volume weighted average market price quoted in AU$ on
the ASX for the 5 Trading Days immediately prior to: 

	 	(a) 	in respect of Clause 4.5, the relevant Interest Payment Date; or

	 	 	 
	 	(b) 	in respect of Clause 2.4(b), the date of the drawing of the Loan.
  


Maturity Date means 12 months
from the date of advance of the Loan to the Borrower. Material Adverse
Effect means a material adverse effect upon: (a) an Obligor's ability to
perform any of its obligations under any Transaction Document;


	 	(a) 	an Obligor's ability to perform any of its obligations under any
      Transaction Document;


5






	 	(b) 	the enforceability or priority of a Transaction Document or any
      Encumbrance provided for by a Transaction Document; 
	 	 	 
	 	(c) 	the assets, prospects, business, condition (financial or otherwise) or
      operations of any Obligor; or 
	 	 	 
	 	(d) 	the value of the Secured Property. 


Meeting Materials means all
materials to be provided to Shareholders for the purposes of passing the
Shareholder Resolutions, including the independent expert's report and the
notice of meeting. 

Obligor means the Borrower or a
Guarantor.


Officer means:


	 	(a) 	in relation to any member of the Group, a director or secretary, or a
      person notified to be an authorised officer, of such entity; and 
	 	 	 
	 	(b) 	in relation to the Lender, any officer or authorised person of the
      Lender. 


Outstanding Money means all
debts and monetary liabilities of any Obligor to the Lender under or in relation
to any Transaction Document and in any capacity, irrespective of whether the
debts or liabilities: 

	 	(a) 	are present or future; 
	 	 	 
	 	(b) 	are actual, prospective, contingent or otherwise; 
	 	 	 
	 	(c) 	are at any time ascertained or unascertained; 
	 	 	 
	 	(d) 	are owed or incurred by or on account of any Obligor alone, or
      severally or jointly with any other person; 
	 	 	 
	 	(e) 	are owed to or incurred for the account of the Lender alone, or
      severally or jointly with any other person; 
	 	 	 
	 	(f) 	are owed to any other person as agent (whether disclosed or not) for
      or on behalf of the Lender; 
	 	 	 
	 	(g) 	are owed or incurred as principal, interest, fees, charges, taxes,
      duties or other imposts, damages (whether for breach of contract or tort
      or incurred on any other ground), losses, costs or expenses, or on any
      other account; or 
	 	 	 
	 	(h) 	comprise any combination of the above. 


Pala Information means
information regarding the Lender provided by the Lender to the Borrower in
writing for inclusion in the Meeting Materials. 

Permitted Disposal has the
meaning given to that term in the Senior Facility Agreement. 

Permitted Encumbrances means:


	 	(a) 	the Security (as defined in the RCF Loan Agreement);



6






	 	(b) 	Encumbrances in existence and disclosed to (and accepted by) the
      Lender in writing prior to the date of this agreement to secure Financial
      Indebtedness; and 
	 	 	 
	 	(c) 	Encumbrances coming within the definition of Permitted Encumbrance in
      the Senior Facility Agreement. 


Permitted Financial
Accommodation has the meaning given to that term in the Senior Facility
Agreement.

Permitted Financial Indebtedness
means: 

	 	(a) 	the Outstanding Moneys (as defined in the RCF Loan Agreement); and
  
	 	 	 
	 	(b) 	Financial Indebtedness coming within the definition of Permitted
      Finance Debt in the Senior Facility Agreement. 


Potential Event of Default means
any event or circumstance which, with the giving of notice, lapse of time,
satisfaction of a condition or a determination (or any combination of these),
would be an Event of Default. 

Power means any right, power,
authority, discretion or remedy conferred on the Lender by any Transaction
Document or any applicable law. 

PPSA means the Personal
Property Securities Act 2009 (Cth). 

Project Document has the meaning
given to that term in the Senior Finance Documents. 

Proportionate Share means in
relation to:


	 	(a) 	RCF, at the time of advance of the Loan 64.2% and, thereafter at any
      time, the proportion that the RCF Loan outstanding at that time bears to
      the total of the RCF Loan outstanding and the Loan outstanding at that
      time; and 
	 	 	 
	 	(b) 	the Lender, at the time of advance of the Loan 35.8% and, thereafter
      at any time, the proportion that the Loan outstanding at that time bears
      to the total of the Loan and the RCF Loan outstanding at that time.
  


Quarter means a period of 3
calendar months ending on 31 March, 30 June, 30 September and 31 December in
each year. 

Related Body Corporate has the
same meaning that it has in the Corporations Act but on the basis that
Subsidiary has the meaning given in this agreement and that body corporate
includes any partnership, limited partnership, entity and trust. 

RCF means Resource Capital Fund
VI L.P. of 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202, USA. 

RCF Loan means the ‘Loan’ as
defined in the RCF Loan Agreement. 

RCF Loan Agreement means the
loan agreement dated on or about the date of this agreement between the Obligors
and RCF. 

RCF Transaction Documents means
the Transaction Documents as defined in the RCF Loan Agreement.

7





Regulatory Authority includes
ASX and any Government Agency.

Security means each Security
Document as defined in the Senior Facility Agreement, each for the purposes of
securing the Outstanding Moneys and any other obligation of any Obligor under
the Transaction Documents. 

Security Documents means each
Security, the Security Trust Accession Deed, the Security Trust Amendment Deed
and the Security Trust Deed. 

Secured Property means the
property subject to the Security. 

Security Trust Accession Deed
means an accession deed to be entered into between the Obligors, the Senior
Lender, the Security Trustee, RCF and the Lender by which RCF and the Lender are
joined as Beneficiaries to the Security Trust Deed.

Security Trust Amendment Deed
means a deed to be entered into between the Senior Lender, the Security
Trustee, the Obligors, the Lender and RCF by which the terms of the Security
Trust Deed are amended as necessary to reflect the Intercreditor Principles and
the joining of the Lender and RCF as Beneficiaries to the Security Trust Deed.


Security Trust Deed means the
security trust deed dated 11 December 2015 between the Obligors, the Senior
Lender, Investec Australia Limited and Investec Bank Plc as Original Hedge
Counterparties and the Security Trustee.

Security Trustee means the
security trustee from time to time pursuant to the Security Trust Deed, which as
at the date of this document is Investec Australia Limited (ACN 140 381 184).


Senior Facility means the
facilities made available under the Senior Facility Agreement. 

Senior Facility Agreement means
the facility agreement dated 11 December 2015 between the Obligors, the Senior
Lender and the Security Trustee, in the form it was in as at the date of this
agreement as amended with the approval of the Lender from time to time. 

Senior Finance Documents means
each Finance Document as defined in the Senior Facility Agreement. 

Senior Lender means Investec
Bank Plc.


Shareholder Meeting means a
meeting of Shareholders convened by the Borrower to consider the Shareholder
Resolutions. 

Shareholder Resolutions means
ordinary resolutions of the Shareholders for the purposes of: 

	 	(a) 	section 611, item 7 of the Corporations Act approving the maximum
      voting power pursuant to the issue of Arrangement Fee Shares, Interest
      Conversion Shares and Loan Conversion Shares, to the Lender and any
      nominee of the Lender; 
	 	 	 
	 	(b) 	ASX Listing Rule 10.11 approving the issue of Arrangement Fee Shares
      and the Convertible Note, if ASX exercises its discretion pursuant to ASX
      Listing Rule 10.11.2: 
	 	 	 
	 	(c) 	ASX Listing Rule 10.1 approving the grant of the Security in
      accordance with the Transaction Documents in favour of the Lender; and
  
	 	 	 
	 	(d) 	any other Authorisation considered necessary by the Lender for the
      implementation of the transactions contemplated under the Transaction
      Documents. 


8





Shareholders means the
shareholders of the Borrower. 

Shares means ordinary shares in
the issued share capital of the Borrower. 

Subsidiary has the meaning given
in the Corporations Act, but also includes in relation to an entity,
partnership, limited partnership or trust: 

	 	(a) 	an entity, partnership, limited partnership or trust that is
      controlled (within the meaning of the Corporations Act) by the first
      mentioned entity; 
	 	 	 
	 	(b) 	a trust, where the trust would have been a Subsidiary of the first
      mentioned entity if the unit or other beneficial interest of the trust was
      a share; and 
	 	 	 
	 	(c) 	a corporation or a trust that would have been a Subsidiary of a trust
      if that trust were a corporation. 


Tax means:


	 	(a) 	any tax, including the GST, levy, charge, impost, duty, fee,
      deduction, compulsory loan or withholding; or 
	 	 	 
	 	(b) 	any income, stamp or transaction duty, tax or charge,



which is assessed, levied, imposed or
collected by any Government Agency and includes, but is not limited to, any
interest, fine, penalty, charge, fee or other amount imposed on or in respect of
any of the above. 

Title Documents means any
original, duplicate or counterpart certificate or document of title including
any real property certificate of title, a certificate of units in a unit trust,
share certificate or certificate evidencing an Investment Instrument or
Negotiable Instrument. 

Total Convertible Amount means
the amount equal to the principal amount outstanding under the Loan plus accrued
and unpaid interest payments (calculated in accordance with clause 4).


Trading Day means a day on which
the ASX is open for business. 

Transaction Documents
means:


	 	(a) 	this agreement; 
	 	 	 
	 	(b) 	the Convertible Note; 
	 	 	 
	 	(c) 	the Intercreditor Agreement – RCF/Pala; 
	 	 	 
	 	(d) 	the Intercreditor Agreement – Investec; 
	 	 	 
	 	(e) 	each Security Document; 
	 	 	 
	 	(f) 	any other document that the Borrower and the Lender agree in writing
      is a Transaction Document; and 
	 	 	 
	 	(g) 	any document or agreement entered into or given under any of the
      above. 


US Dollars or US$ means
the lawful currency of the United States of America.

9






	1.2 	Interpretation 
	 	 
		In this agreement, headings and bold type are for convenience only and
      do not affect the interpretation of this agreement and, unless the context
      otherwise requires: 



	 	(a) 	words indicating the singular include the plural and vice versa;

	 	 	 
	 	(b) 	words indicating a gender include any gender; 
	 	 	 
	 	(c) 	other parts of speech and grammatical forms of a word or phrase
      defined in this agreement have a corresponding meaning; 
	 	 	 
	 	(d) 	an expression importing a natural person includes any company,
      partnership, joint venture, association, corporation or other body
      corporate and any Government Agency; 
	 	 	 
	 	(e) 	a reference to any thing (including, but not limited to, any right)
      includes a part of that thing but nothing in this clause 1.2(e) implies
      that performance of part of an obligation constitutes performance of the
      obligation; 
	 	 	 
	 	(f) 	a reference to a clause, party, attachment, exhibit or schedule is a
      reference to a clause of, and a party, attachment, exhibit and schedule
      to, this agreement and a reference to this agreement includes any
      attachment, exhibit and schedule; 
	 	 	 
	 	(g) 	a reference to a document includes all amendments or supplements to,
      or replacements or novations of, that document; 
	 	 	 
	 	(h) 	a reference to a party to any document includes that party’s
      successors and permitted assigns; 
	 	 	 
	 	(i) 	no provision of this agreement will be construed adversely to a party
      solely on the ground that the party was responsible for the preparation of
      this agreement or that provision; 
	 	 	 
	 	(j) 	a covenant or agreement on the part of two or more persons binds them
      jointly and severally; and 
	 	 	 
	 	(k) 	a reference to liquidation includes official management, appointment
      of an administrator, compromise, arrangement, merger, amalgamation,
      reconstruction, winding up, dissolution, assignment for the benefit of
      creditors, scheme, composition or arrangement with creditors, insolvency,
      bankruptcy, or any similar procedure or, where applicable, changes in the
      constitution of any partnership or person, or death.




	1.3 	Business Day 
	 	 
		Where the day on or by which any thing is to be done is not a Business
      Day, that thing must be done on or by the preceding Business Day. 
	 	 
	1.4 	Agreement components 
	 	 
		This agreement includes any schedule. 
	 	 
	1.5 	Security Trust Deed, Intercreditor Agreement and Intercreditor
      Principles 
	 	 
		This agreement is to be read in conjunction with the Intercreditor
      Principles and following the Lender becoming a party to the Security Trust
      Deed or the Intercreditor Agreement - Investec, each of those documents.
      Where there is any inconsistency between this agreement and the
      Intercreditor Principles, the Intercreditor Principles shall take precedence
to the extent of the inconsistency and, following the Lender becoming a party to
the Security Trust Deed or the Intercreditor Agreement – Investec, where there
is any inconsistency between this agreement and either of those documents, the
Security Trust Deed or Intercreditor Agreement-Investec, as appropriate, shall
take precedence to the extent of the inconsistency. 


10 






	1.6 	PPSA incorporated definitions 
	 	 
		The following words and phrases defined in the PPSA have the same
      meaning in this agreement: 



	 	(a) 	Chattel Paper; 
	 	 	 
	 	(b) 	Investment Instrument; and 
	 	 	 
	 	(c) 	Negotiable Instrument. 



	2. 	LOAN 
	 	 
	2.1 	Amount 
	 	 
		The Lender agrees to provide the Loan to the Borrower on the terms and
      conditions contained in this agreement. 



	2.2 	Drawing 



	 	(a) 	The Lender is only required to provide the Loan as a single drawing of
      no less than US$5,370,000. 
	 	 	 
	 	(b) 	If the Borrower wants to draw the Loan the Borrower must provide a
      Funding Notice in the form set out in Schedule 3 at least 3 Business Days
      before the nominated funding date. 
	 	 	 
	 	(c) 	If the Borrower provides a Funding Notice requesting the drawing of
      the Loan, the Borrower must also provide a Funding Notice (as defined in
      the RCF Loan Agreement) requesting the drawing of the RCF Loan.
  



	2.3 	Purpose 
	 	 
		The Borrower must apply the Loan together with the proceeds of any RCF
      Loan only for the following purposes up to the following limits:
  



	 	(a) 	for advancing by way of loan up to US$5,500,000 to Strata Energy Inc
      to be used by Strata Energy Inc for working capital expenditure; 
	 	 	 
	 	(b) 	by applying up to US$2,000,000 towards working capital expenditure of
      the Borrower; 
	 	 	 
	 	(c) 	by applying up to US$1,500,000 towards project development costs on
      the Karoo Project; and 
	 	 	 
	 	(d) 	by applying up to US$6,000,000 towards project development costs on
      the Lance Project, 


which must be applied in a manner
approved by the Lender, until the Condition Subsequent in clause 3.3(a)(v) has
been satisfied, and thereafter must be applied in accordance with the approved
BCFM (including the rolling cashflow forecast) or as otherwise approved by the
Lender, acting reasonably. 

11 





	2.4 	Arrangement Fee 



	 	(a) 	The Borrower shall pay to the Lender an arrangement fee of US$107,400
      (calculated at 2.00% of the maximum amount of the Loan (being
      US$5,370,000)) which shall be due and payable on the date of the drawing
      of the Loan (Arrangement Fee). 
	 	 	 
	 	(b) 	The Lender may by written notice to the Borrower, on or before the
      date of the drawing of the Loan, elect that the Arrangement Fee be
      satisfied by the issue and allotment to the Lender of a number of Shares
      as determined by dividing: 



	 	(i) 	the Arrangement Fee (converted from US$ into AU$ based on the Exchange
      Rate on the Conversion Notice Date); by 
	 	 	 
	 	(ii) 	an issue price equal to the lower of AU$0.80 per Share and the Market
      Share Price, 


and rounding the resulting number up
to the nearest whole number of Shares (Arrangement Fee Shares).

		(c) 	
      If the Lender makes an election in accordance with Clause
      2.4(b), then subject to satisfaction of the Conditions Subsequent in
      clause 3.3(a)(i)(C) and 3.3(a)(i)(D) if required to issue the Shares in
      accordance with this clause (Relevant Conditions Subsequent), the
      Shares must be issued and allotted under the disclosure document to be
      issued in accordance with Clause 3.5. If the Relevant Conditions
      Subsequent are required and have not been satisfied within 120 days of the
      date of the drawing of the Loan, then the Borrower must pay the
      Arrangement Fee in cash within 5 Business Days of the earlier of the end
      of that 120 day period and the Shareholders not approving the issue of the
      Shares. 

	 	 	 	 
	 	(d) 	
      The Borrower must do everything reasonably necessary to
      complete an issue and allotment of Shares in accordance with this clause
      2.4 (including, but not limited to, obtaining any required Shareholder
      approval) and to apply for listing of those Shares on ASX.
  




	3. 	CONDITIONS PRECEDENT 
	 	 
	3.1 	Documents to be provided 
	 	 
		The Lender is not obliged to provide the Loan until the Lender has
      received all of the following in form and of substance satisfactory to the
      Lender: 



	 	(a) 	Transaction Documents: each Transaction Document, other than
      the CS Transaction Documents, duly executed by all parties to them; 
	 	 	 
	 	(b) 	Information regarding Secured Property: such information in
      relation to the Senior Finance Documents and Secured Property as the
      Lender reasonably requires to ensure that the Security will become fully
      effective and perfected in a manner satisfactory to the Lender, following
      satisfaction of the Conditions Subsequent; 
	 	 	 
	 	(c) 	Corporate authorisations and other approvals: a certificate
      from 2 directors (or otherwise a director and company secretary) of each
      Obligor substantially in the form of Schedule 5 completed in accordance
      with the instructions in that schedule and with the attachments referred
      to in it; 
	 	 	 
	 	(d) 	Fees and expenses: evidence that all fees and expenses due and
      payable under or in respect of the Transaction Documents have been paid or
      will be paid from the proceeds of the Loan; 


12 





	 	(e) 	Investment Committee approval: confirmation that the Lender has
      completed its investment committee approval to its satisfaction; 
	 	 	 
	 	(f) 	Reports: copies of the BCFM and Life of Mine Plan in the form
      approved by the Senior Lender in accordance with the Senior Finance
      Documents, each in a form acceptable to the Lender; 
	 	 	 
	 	(g) 	Searches: a schedule of all registrations under the PPSA and
      similar registers in other jurisdictions in respect of each Obligor and
      its assets together with evidence to the reasonable satisfaction of the
      Lender as to the nature of the PPSA registrations and that they are
      consistent with the requirements of the Transaction Documents and the
      Senior Finance Documents; 
	 	 	 
	 	(h) 	RCF Loan: 



	 	(i) 	a copy of each of the RCF Transaction Documents other than the CS
      Transaction Documents (as defined in the RCF Loan Agreement), duly
      executed by all parties to them; and 
	 	 	 
	 	(ii) 	evidence that all conditions precedent under the RCF Loan Agreement
      have been satisfied or waived (or will be satisfied or waived upon the
      conditions precedent under this agreement having been satisfied or
      waived); and 



	 	(i) 	Other matters: any other certificates, Authorisations,
      documents, matters or things which the Lender reasonably requires.
  



	3.2 	Conditions precedent to the Loan 
	 	 
		The obligation of the Lender to provide the Loan is subject to the
      condition that, on the date on which the Funding Notice is given and on
      the date on which the Loan is to be provided: 



	 	(a) 	No default: no Event of Default or Potential Event of Default
      is continuing or would occur as a result of providing the drawing of the
      Loan; 
	 	 	 
	 	(b) 	Representations true: each representation and warranty under
      the Transaction Documents is true and correct; and 
	 	 	 
	 	(c) 	Pro rata drawings: the Lender has received evidence
      satisfactory to it that RCF will provide the RCF Loan to the Borrower on
      or before the date of the drawing of the Loan (including a copy of the
      relevant funding notice under the RCF Loan Agreement).




	3.3 	Conditions subsequent 



	 	(a) 	It is a condition subsequent to the Loan that the Obligors procure
      that the following conditions are satisfied, to the reasonable
      satisfaction of the Lender, in the case of the Conditions Subsequent in
      clauses 3.3(a)(i), (ii), (iii) and (iv) within 120 days of the date of the
      drawing of the Loan and in the case of the Condition Subsequent in clause
      3.3(a)(v) within 21 days of the date of the drawing of the Loan
      (Initial Period as applicable): 



	 	(i) 	Approvals: 



	 	(A) 	the ASX grants a waiver of Listing Rule 10.1 on terms and conditions
      acceptable to the Lender in respect of the Security; 


13 





	 	(B) 	the Borrower obtains the approval of its Shareholders for the purposes
      of Listing Rule 10.1 for the grant of the Security in favour of the Lender
      and to the extent necessary the entry into the Transaction Documents;
  



	 	(C) 	If ASX exercises its discretion pursuant to ASX Listing Rule 10.11.2:
    



	 	I. 	ASX grants a waiver of ASX Listing Rule 10.13.3 to enable Arrangement
      Fee Shares to be issued, if required, and the Interest Conversion Shares
      and Loan Conversion Shares to be issued after 1 month of the Shareholder
      Resolutions being approved; and 
	 	 	 
	 	II. 	ASX grants a waiver of ASX Listing Rule 10.13.5 to enable the Meeting
      Materials not to contain an issue price; 



	 	(D) 	the Borrower obtains the approval of its Shareholders for the
      Shareholder Resolutions; 



	 	(ii) 	CS Transaction Documents: 



	 	(A) 	each of the CS Transaction Documents is agreed by each party to the CS
      Transaction Documents; and 
	 	 	 
	 	(B) 	each CS Transaction Document is duly executed by all parties to them;
      and 
	 	 	 
	 	(C) 	evidence that each Security has been registered and is a valid and
      perfected security for the Outstanding Moneys and all other obligations of
      the Obligors under the Transaction Documents; 



	 	(iii) 	Title Documents: evidence that the Security Trustee holds each
      Title Document required to be lodged with the Senior Lender under the
      Senior Finance Documents or the Lender under any Transaction Document,
      including share certificates and duly executed blank transfers of any
      Marketable Securities forming part of the Secured Property; 
	 	 	 
	 	(iv) 	Opinions: legal opinions from lawyers acceptable to the Lender
      in each jurisdiction where an Obligor is incorporated as to the due
      incorporation of the Obligor and the due execution and enforceability of
      each of the CS Transaction Documents; and 
	 	 	 
	 	(v) 	Updated BCFM: the Borrower delivers to the Lender, in form and
      substance acceptable to the Lender, an updated BCFM including a rolling 13
      week cashflow forecast. 



	 	(b) 	The Obligors must use all reasonable endeavours to procure that the
      Conditions Subsequent are satisfied as soon as possible after the date of
      this agreement and continue to be satisfied at all times that such
      conditions are required to remain in force. Without limiting the forgoing
      the Borrower must engage with all relevant Regulatory Authorities promptly
      after the date of this agreement to confirm that the nature and extent of
      any Authorisation necessary to implement the arrangements contemplated by
      the Transaction Documents, including consulting the ASX to determine
      whether it proposes to apply its discretion under ASX Listing Rule 10.11.2
      with respect to the issue of Shares to the Lender and apply for all such
      Authorisations, including those required to satisfy the Conditions
      Subsequent. 
	 	 	 
	 	(c) 	The Borrower must: 


14 





	 	(i) 	Regulatory approval: prior to the provision of any application
      for an Authorisation to a Regulatory Authority for the purpose of
      satisfying any Condition Subsequent, provide a draft of each such
      application to the Lender and allow the Lender a reasonable opportunity to
      review and provide comments on each such application; 
	 	 	 
	 	(ii) 	Preparation of Meeting Materials: as soon as is practicable
      after the date of this agreement, prepare the Meeting Materials in
      accordance with all applicable laws, the Corporations Act, ASIC RG 74 and
      the Listing Rules; 
	 	 	 
	 	(iii) 	Pala comments on Meeting Materials and disclosure document:
      provide the Lender with a copy of the draft Meeting Materials and the
      disclosure document referred to in clause 3.5, so that the Lender has
      reasonable time to provide comments on the draft Meeting Materials and the
      disclosure document and take account of such comments in preparation of
      the Meeting Materials and the disclosure document; 
	 	 	 
	 	(iv) 	Independent Expert: promptly appoint an independent expert and
      provide all assistance and information reasonably requested by the
      independent expert in connection with the preparation of the independent
      expert’s report for inclusion in the Meeting Materials (including any
      updates to such report); 
	 	 	 
	 	(v) 	Directors’ recommendation: include in the Meeting Materials a
      statement by the board of directors of the Borrower (other than any
      director appointed by the Lender or an Affiliate of the Lender)
      recommending that the Borrower’s shareholders vote in favour of the
      Shareholder Resolutions; and 
	 	 	 
	 	(vi) 	Shareholder Meeting: convene the Shareholder Meeting to seek
      the approval by the Shareholders of the Shareholder Resolutions and
      finalise, approve and despatch the Meeting Materials, in a form approved
      by the Lender (such approval not to be unreasonably withheld or delayed),
      to Shareholders. 



	 	(d) 	If the Conditions Subsequent in clauses 3.3(a)(ii), (a)(iii) and
      (a)(iv) (CS Transaction Document Conditions Subsequent) have not
      been satisfied by the end of the Initial Period then, provided that the
      Lender reasonably determines that the CS Transaction Document Conditions
      Subsequent remain capable of satisfaction within a reasonable period, the
      Lender and the Borrower shall negotiate in good faith to agree a
      reasonable period within which to satisfy the CS Transaction Document
      Conditions Subsequent. 
	 	 	 
	 	(e) 	If: 



	 	(i) 	any of the Conditions Subsequent in clause 3.3(a) are not satisfied in
      accordance with clause 3.3(a) by the end of the applicable Initial Period;
      and 
	 	 	 
	 	(ii) 	in the case of the Conditions Subsequent in clauses 3.3(a)(ii),
      (a)(iii) and (a)(iv) the Lender and the Borrower are unable to agree to a
      reasonable further period within which the CS Transaction Document
      Conditions Subsequent must be satisfied in accordance with clause 3.3(d)
      or if, having agreed such a period, the CS Transaction Document Conditions
      Subsequent are not satisfied within that period, 


then in any such case the Lender may by notice to the Borrower
declare the Outstanding Monies and all other amounts owing under the Transaction
Documents immediately due and payable. 

15 





	3.4 	Lender's obligations 
	 	 
		The Lender must: 



	 	(a) 	Lender information: as soon as is reasonably practicable after
      the date on which the Borrower provides the Lender with a draft of the
      Meeting Materials, the Lender will prepare and provide to the Borrower the
      Pala Information for inclusion in the Meeting Materials, including all
      information required by all applicable laws, ASIC RG 74 and the ASX
      Listing Rules, and provide written consent to the Borrower for the
      inclusion of that information in the Meeting Materials; 
	 	 	 
	 	(b) 	Review of Meeting Materials: review the drafts of the Meeting
      Materials prepared by the Borrower and provide comments promptly on those
      drafts in good faith; 
	 	 	 
	 	(c) 	Independent Expert's Report: provide any assistance or
      information reasonably requested by the Borrower or by the independent
      expert in connection with the preparation of the independent expert’s
      report to be sent together with the Meeting Materials (including any
      updates to such report); 
	 	 	 
	 	(d) 	accuracy of Pala Information: confirm in writing to the
      Borrower the accuracy of the Pala Information in the Meeting Materials;
      and 
	 	 	 
	 	(e) 	update Pala Information: until the date of the Shareholder
      Meeting, provide to the Borrower any information that arises after the
      Meeting Materials have been despatched that is necessary to ensure that
      the Pala Information contained in the Meeting Materials does not contain
      any material statement that is false or misleading in a material respect,
      including because of any material omission from that statement.
  



	3.5 	Disclosure document and Convertible Note 
	 	 
		The Borrower must: 



	 	(a) 	as soon as practical and not later than 2 Business Days after
      satisfaction of the Condition Subsequent in clause 3.3(a)(i)(D), issue a
      disclosure document in accordance with the Corporations Act under which it
      will offer to the Borrower the Arrangement Fee Shares and the Convertible
      Note, provided that, if the Condition Subsequent in Clause 3.3(a)(i)(D) is
      not satisfied and Shareholder approval is not required to issue the
      Arrangement Fee Shares and the Lender issues a notice under clause 2.4(b),
      the Borrower must issue a disclosure document in respect of the
      Arrangement Fee Shares not later than 2 Business Days after the date of
      the Shareholder Meeting; and 
	 	 	 
	 	(b) 	do all things necessary to cause the issue of the Arrangement Fee
      Shares and the Convertible Note, including a Certificate, and to ensure
      that the Arrangement Fee Shares and any Shares issued under the
      Convertible Note are freely tradeable. 



	4. 	INTEREST 
	 	 
	4.1 	Interest Outstanding Moneys 



	 	(a) 	The Borrower must pay interest in arrears on the outstanding amount of
      the Loan on the last day of each Quarter and on the Maturity Date and on
      any earlier date on which the Loan (or any portion of the Loan) is repaid
      (Interest Payment Date). 


16 





	 	(b) 	Interest under this clause 4.1 is calculated on the daily balance of
      the Loan and accrues on the last day of each Quarter, on the Maturity Date
      and on any earlier date on which the Loan (or any portion of the Loan) is
      repaid. 



	4.2 	Interest rate 
	 	 
		The rate of interest payable under clause 4.1 is 8% per annum. 
	 	 
	4.3 	Interest overdue amounts 



	 	(a) 	The Borrower must pay interest on: 



	 	(i) 	any of the Outstanding Moneys due and payable, but unpaid; and 
	 	 	 
	 	(ii) 	any interest payable but unpaid under clauses 4.1 and 4.3.
  



	 	(b) 	The rate of interest payable under this clause is 15% per annum.
  



	4.4 	Accrual of Interest 
	 	 
		The interest payable under clause 4.3: 



	 	(a) 	accrues from day to day from and including the due date for payment up
      to the actual date of payment, before and, as an additional and
      independent obligation, after any judgment or other thing into which the
      liability to pay the Outstanding Moneys becomes merged; and 
	 	 	 
	 	(b) 	may be capitalised by the Lender at monthly intervals.




	4.5 	Interest payment by way of Shares 
	 	 
		The Lender may by delivering a Conversion Notice to the Borrower, on
      or before an Interest Payment Date, elect that the interest payment due on
      that Interest Payment Date (Interest Payment) be satisfied by the
      issue and allotment to the Lender of a number of Interest Conversion
      Shares in accordance with clause 6. 
	 	 
	5. 	PAYMENT, REPAYMENT AND PREPAYMENT 
	 	 
	5.1 	Time and method of payment 
	 	 
		The Borrower must repay the Outstanding Moneys to the Lender:
  



	 	(a) 	by telegraphic transfer of immediately available funds; 
	 	 	 
	 	(b) 	in US Dollars; 
	 	 	 
	 	(c) 	not later than 5:00 pm (London time) on the Maturity Date; and 
	 	 	 
	 	(d) 	to the account specified by the Lender to the Borrower, or
  


in any other manner as the Lender
directs. 

17 





	5.2 	Payments in gross 
	 	 
		The Obligors must make all payments due under the Transaction
      Documents without any set off, counterclaim or condition or any deduction
      or withholding for any Tax or any other reason (other than Excluded Tax),
      unless the required to make a deduction or withholding by applicable law.
    
	 	 
	5.3 	Additional payments 


If:

	 	(a) 	any Obligor is required to make a deduction or withholding in respect
      of Tax (other than Excluded Tax) from any payment to be made to the Lender
      under any Transaction Document; or 
	 	 	 
	 	(b) 	the Lender is required to pay any Tax (other than Excluded Tax) in
      respect of any payment it receives from any Obligor under any Transaction
      Document, 


the Borrower: 

	 	(c) 	indemnifies the Lender against that Tax; and 
	 	 	 
	 	(d) 	must pay to the Lender an additional amount which the Lender
      determines to be necessary to ensure that the Lender receives when due a
      net amount (after payment of any Tax in respect of each additional amount)
      that is equal to the full amount it would have received if a deduction or
      withholding or payment of Tax had not been made. 



	5.4 	Voluntary Prepayment 
	 	 
		The Borrower may not prepay the whole or any part of the Loan, without
      the prior written consent of the Lender and RCF, which consent is not to
      be unreasonably withheld. 
	 	 
	5.5 	Mandatory Prepayment - unlawfulness 


If, in any applicable jurisdiction, it
becomes unlawful for the Lender to perform any of its obligations as
contemplated by the Transaction Documents or to fund or maintain the Loan: 

	 	(a) 	the Lender shall promptly notify the Borrower upon becoming aware of
      that event; 
	 	 	 
	 	(b) 	upon the Lender notifying the Borrower, the obligation of the Lender
      to provide the drawing of the Loan will be immediately cancelled; and
  
	 	 	 
	 	(c) 	the Borrower shall repay the Loan on the date specified by the Lender
      in the notice delivered to the Borrower (being no earlier than the last
      day of any applicable grace period permitted by law), unless the Lender
      delivers a Conversion Notice in accordance with clause 6.




	5.6 	Pro-rata payments 



	 	(a) 	Subject to clause 5.6(b) and the terms of the Intercreditor Agreement
      - RCF/Pala, the Borrower may not pay, repay or prepay any of the
      Outstanding Moneys (as defined in the RCF Loan Agreement) unless, at the
      same time, it makes a payment, repayment or prepayment of the Outstanding
      Moneys under the Transaction Documents on the basis that the Lender and
      RCF will each receive their Proportionate Share of the total aggregate
      amount paid, repaid or prepaid under the Loan to the Lender and under the
      RCF Loan to RCF. 


18 





	 	(b) 	Nothing in clause 5.6(a) prevents either the Lender or RCF separately
      exercising their conversion rights under clause 6 of this agreement or the
      RCF Loan Agreement respectively and the portion of the Loan or the RCF
      Loan which is converted pursuant to such rights being treated as repaid
      and satisfied in accordance with those clauses. If either of the Lender or
      RCF exercises their conversion rights under clause 6 of this agreement or
      the RCF Loan Agreement respectively then their Proportionate Share of any
      further amount paid, repaid or prepaid by the Borrower shall be adjusted
      in accordance with the definition of Proportionate Share.




	6. 	CONVERTIBLE NOTE 
	 	 
	6.1 	General Terms 
	 	 
		Each Convertible Note: 



	 	(a) 	is paid for in full on issue by the Borrower; 
	 	 	 
	 	(b) 	constitutes an acknowledgement of the indebtedness of the Borrower to
      the Lender in respect of the Total Convertible Amount; and 
	 	 	 
	 	(c) 	may be converted into Shares in accordance with the terms of the
      Convertible Note and this clause 6. 



	6.2 	Conversion Right 
	 	 
		Subject to satisfaction of the Condition Subsequent in clause
      3.3(a)(i)(D): 



	 	(a) 	the Convertible Note entitles the Lender to convert at any time, and
      on one or more occasions, into Shares all or part of the Loan Conversion
      Amount and/or Interest Conversion Amount the subject of the Convertible
      Note (Conversion Right); and 
	 	 	 
	 	(b) 	at any time prior to the Maturity Date, the Lender may exercise its
      Conversion Right, in whole or in part, on one or more occasions, by
      delivering a Conversion Notice to the Borrower specifying the Loan
      Conversion Amount and/or Interest Conversion Amount, the Conversion Date,
      the Loan Conversion Price and/or Interest Conversion Price and the number
      of Loan Conversion Shares and/or Interest Conversion Shares.




	6.3 	Loan Conversion Shares 
	 	 
		The number of Loan Conversion Shares will be determined in accordance
      with the following formula: 


x =  LCA 

    LCP


where, 

x (rounded down to the nearest
whole number) is the number of Loan Conversion Shares; 

LCA is the Loan Conversion
Amount to be converted from US$ into AU$ based on the Exchange Rate on the
Conversion Notice Date; and 

LCP is the Loan Conversion Price
in effect on the Conversion Notice Date. 

19 





	6.4 	Interest Conversion Shares 
	 	 
		The number of Interest Conversion Shares will be determined by
      dividing: 



	 	(a) 	the total amount of the relevant interest payment (converted from US$
      into AU$ based on the Exchange Rate on the Conversion Notice Date); by
  
	 	 	 
	 	(b) 	an issue price equal to the Market Share Price (Interest Conversion
      Price), 


and rounding the resulting number up to
the nearest whole number of Shares. 

	6.5 	Loan Conversion Price 
	 	 
		Subject to clauses 6.6 and 6.7, the Loan Conversion Price will be the
      lower of: 



	 	(a) 	AU$0.80 per Share; and 
	 	 	 
	 	(b) 	the lowest price per Share paid in any equity raising of the Borrower
      while the Loan remains outstanding. 



	6.6 	Reconstruction 
	 	 
		If at any time after the date of this agreement there occurs any
      reconstruction of the issued capital of the Borrower including, without
      limitation: 



	 	(a) 	any reduction, repayment by way of reduction, consolidation or
      reclassification or division of the issued capital of the issuer; 
	 	 	 
	 	(b) 	an issue of shares by way of capitalisation of profits or reserves;
  
	 	 	 
	 	(c) 	an issue of shares in lieu of dividends or distributions; or 
	 	 	 
	 	(d) 	any options, warrants or further convertible instruments are issued,
    


then the basis for conversion of the
Convertible Note set out in this agreement will be reconstructed in the same
proportion and manner as the reconstruction of the issued capital of the
Borrower or otherwise in a manner that would eliminate any disadvantage to the
Lender and subject to the same provisions (if any) with respect to the rounding
of entitlements as are sanctioned by the meeting of Shareholders which approves
that reconstruction, but in all other respects the terms of the conversion of
the Loan and any amount of interest owing remain unchanged. 

	6.7 	Bonus Share issue 
	 	 
		Where the Borrower declares a bonus Share issue at any time after the
      date of this agreement, the basis for conversion of the Convertible Notes
      set out in this agreement will be adjusted by the number of bonus Shares
      that the Lender would have received if the Convertible Note had been
      exercised prior to the record date for the bonus issue. The Borrower will
      notify the Lender of any such adjustment. No change will be made to the
      Loan Conversion Price. 
	 	 
	6.8 	Conversion procedure 



	 	(a) 	On receipt of a Conversion Notice, the Borrower must, on the
      Conversion Date, issue and allot the Loan Conversion Shares and/or
      Interest Conversion Shares to the Lender in accordance with the
      constitutional documents of the Borrower and the relevant provisions of
      the Corporations Act and Listing Rules. 


20 





	 	(b) 	If required for the Loan Conversion Shares and/or Interest Conversion
      Shares to be freely tradable, the Borrower must on or within 5 Business
      Days of the Conversion Date lodge with the ASX a notice in accordance with
      section 708A of the Corporations Act in relation to the Loan Conversion
      Shares, or if the Borrower is unable to do so, the Borrower must lodge a
      disclosure document with ASIC within 5 Business Days of the Conversion
      Date. 
	 	 	 
	 	(c) 	The Borrower must make an application for official quotation by the
      ASX of all Shares issued and allotted on Conversion as soon as reasonable
      practicable after such issue and allotment. 
	 	 	 
	 	(d) 	Within 5 Business Days of an issue and allotment of Shares to the
      Lender on Conversion, the Lender must be issued with a holding statement
      from the registry of the Borrower for the Shares. 
	 	 	 
	 	(e) 	If any stamp duties, documentary, issue, transfer or registration
      taxes or duties are imposed on the Conversion, the Borrower must pay any
      such taxes or duties. 
	 	 	 
	 	(f) 	All Shares issued and allotted on Conversion will be credited as fully
      paid and carry the right to participate in full in all dividends and other
      distributions declared, paid or made on the ordinary share capital of the
      Borrower and shall rank pari passu in all other respects and form one
      class with the Shares. 



	6.9 	Exercise of Conversion Right 



	 	(a) 	The issue and allotment of: 



	 	(i) 	Loan Conversion Shares on Conversion will be in full satisfaction and
      discharge of the Loan Conversion Amount; and 
	 	 	 
	 	(ii) 	Interest Conversion Shares on Conversion will be in full satisfaction
      of the Interest Conversion Amount, 


and will not operate to discharge any
Obligor in any way from its obligations to make any other payments to the Lender
in accordance with the Transaction Documents. 

	 	(b) 	Any Convertible Note in respect of which a Conversion Right is
      exercised in accordance with this agreement will be cancelled (save that
      the Borrower will remain bound to fully perform its obligations with
      respect to any exercise of the Conversion Right) and the Borrower must
      immediately issue to the Lender a replacement Convertible Note at Face
      Value and deliver to the Lender a duly executed Certificate for that
      Convertible Note. 



	6.10 	Shares issued to the Lender 



	 	(a) 	Unless otherwise directed by the Lender, any issue and allotment of
      Shares to the Lender under the terms of this agreement is to be settled
      electronically with the Lender's custodian as follows:




	 	Citibank Melbourne 	  
	 	 	 
	 	SWIFT: 	CITIAU3X 
	 	 	 
	 	Account: 	UBS AG, Prime Brokerage Services (ldn)
    
	 	 	 
	 	SWIFT: 	UBSWGB2LPBS 
	 	 	 
	 	PID: 	20018 
	 	 	 
	 	Account Number: 	2081220001 


21 







	 	(b) 	The Borrower must also ensure that email confirmation is sent to
      martino.di-fino@ubs.com with a copy to rbrown@pala.com.
  



	7. 	REPRESENTATIONS AND WARRANTIES 
	 	 
	7.1 	Representations and warranties 
	 	 
		Each Obligor represents and warrants to and for the benefit of the
      Lender that: 



	 	(a) 	Registration: it is a corporation duly incorporated or
      registered (or taken to be registered) and validly existing under the
      applicable companies law in its jurisdiction of incorporation or
      registration; 
	 	 	 
	 	(b) 	Corporate power: it has the corporate power to own its assets
      and to carry on its business as it is now being conducted; 
	 	 	 
	 	(c) 	Authority: it has power and authority to enter into and perform
      its obligations under this agreement and subject to satisfaction of the
      Conditions Subsequent, each of the other Transaction Documents; 
	 	 	 
	 	(d) 	Authorisations: it has taken all necessary action to authorise
      the execution, delivery and performance of this agreement and, subject to
      satisfaction of the Conditions Subsequent, each of the other Transaction
      Documents; 
	 	 	 
	 	(e) 	Binding obligations: this agreement constitutes legal, valid
      and binding obligations and, subject to any necessary stamping and
      registration, is enforceable in accordance with its terms subject to laws
      generally affecting creditors’ rights and to principles of equity and,
      subject to satisfaction of the Conditions Subsequent, each of the other
      Transaction Documents will constitute legal, valid and binding obligations
      and, subject to any necessary stamping and registration, will be
      enforceable in accordance with its terms subject to laws generally
      affecting creditors’ rights and to principles of equity; 
	 	 	 
	 	(f) 	Transaction permitted: the execution, delivery and performance
      by it of this agreement and, subject to satisfaction of the Conditions
      Subsequent, each of the other Transaction Documents to which it is a party
      will not breach or result in a contravention of: 



	 	(i) 	any law, regulation or Authorisation; 
	 	 	 
	 	(ii) 	its constitution or other constituent documents; or 
	 	 	 
	 	(iii) 	any Encumbrance or agreement which is binding on it,



and will not result in: 

	 	(iv) 	the creation or imposition of any Encumbrance on any of its assets
      other than as permitted under a Transaction Document; or 
	 	 	 
	 	(v) 	the acceleration of the date for payment of any obligation under any
      agreement which is binding on it; 


22






	 	(g) 	Disclosure: all information provided to the Lender by or on its
      behalf in relation to it, its assets, business or affairs was correct and
      not misleading (by omission or otherwise) as at the time it was provided;
    
	 	 	 
	 	(h) 	No failure to disclose: it has not withheld from the Lender any
      information which a reasonable person in the Obligor's position would
      consider material to enter into this agreement or, subject to satisfaction
      of the Conditions Subsequent, any other Transaction Document; 
	 	 	 
	 	(i) 	No Event of Default: no Event of Default or Potential Event of
      Default has occurred or will occur as a result of entering into this
      agreement or, subject to satisfaction of the Conditions Subsequent, any
      other Transaction Document; 
	 	 	 
	 	(j) 	Legal and beneficial owner: it is the legal and beneficial
      owner of its Secured Property; 
	 	 	 
	 	(k) 	No other interests: other than any Permitted Encumbrance:
  



	 	(i) 	no person holds or has the benefit of an Encumbrance or other interest
      in its Secured Property; and 
	 	 	 
	 	(ii) 	there is no agreement, filing or registration that would enable
      another party to obtain priority over the Security;




	 	(l) 	Security: 



	 	(i) 	the Security includes security over all assets and undertaking of the
      Borrower and a mortgage over all of the shares in the capital of Strata
      Energy Inc held by Peninsula USA Holdings Inc; 
	 	 	 
	 	(ii) 	subject to satisfaction of the Conditions Subsequent, each Security
      creates the Encumbrance purported to be created by it over the assets
      purported to be encumbered by it; and 
	 	 	 
	 	(iii) 	each Security has the priority it is intended to have;




	 	(m) 	Commercial benefit: the entering into and performance by it of
      its obligations under this agreement and, subject to satisfaction of the
      Conditions Subsequent, each of the other Transaction Documents, is for its
      commercial benefit and is in its commercial interests; 
	 	 	 
	 	(n) 	Compliance with laws: it has complied in all material respects
      with all applicable laws and regulations where failure to comply is likely
      to have a Material Adverse Effect; 
	 	 	 
	 	(o) 	No litigation: there is no current, pending or (to its
      knowledge, having made due enquiry), threatened proceeding, investigation
      or claim affecting it or any of its Subsidiaries or any of their assets
      before a court, authority, commission or arbitrator in which a decision
      against it or the Subsidiary is likely and which (either alone or together
      with other decisions) would be likely to have a Material Adverse Effect;
      and 
	 	 	 
	 	(p) 	Senior Finance Documents: each of the representations and
      warranties set out in the Senior Finance Documents is correct and not
      misleading as if set out in full in this agreement. 


23 





	7.2 	Survival and repetition of representations and warranties
  



	 	(a) 	The representations and warranties given under this agreement survive
      the execution of each Transaction Document. 
	 	 	 
	 	(b) 	Each Obligor makes the representations and warranties under this
      agreement (other than the representation and warranty at clause 7.1(h))
      on: 



	 	(i) 	the date of this agreement; 
	 	 	 
	 	(ii) 	the date of each Transaction Document; 
	 	 	 
	 	(iii) 	the date of each Funding Notice and the date of the drawing of the
      Loan, 


by reference to the facts and
circumstances then existing. 

	7.3 	Reliance by Lender 
	 	 
		Each Obligor acknowledges that the Lender has entered into this
      agreement in reliance on the representations and warranties given under
      this agreement. 
	 	 
	8. 	UNDERTAKINGS 
	 	 
	8.1 	Provision of information and reports 
	 	 
		The Borrower must provide to the Lender the following:




	 	(a) 	Annual Financial Reports: no later than 120 days after the end
      of each financial year, copies of the annual audited Financial Report of
      the Group for that financial year; 
	 	 	 
	 	(b) 	Annual Budget: a copy of its Annual Budget promptly after it is
      prepared and after each update to the Annual Budget; 
	 	 	 
	 	(c) 	Half yearly accounts: no later than 90 days after the end of
      each half of each of its financial years the half yearly audit reviewed
      Financial Report for the Group for that financial half year; 
	 	 	 
	 	(d) 	Quarterly report: no later than 45 days after the end of each
      Quarter the consolidated unaudited Financial Report for the Group for that
      Quarter; 
	 	 	 
	 	(e) 	Monthly reports: as soon as practicable but in any event not
      later than 21 days after the end of each calendar month a report to
      include a summary description of the operations and the expenditures of
      the Group for that month together with such other information reasonably
      requested by the Lender; and 
	 	 	 
	 	(f) 	Weekly report: a weekly operational and financial report in
      form and substance acceptable to the Lender. 



	8.2 	Information: miscellaneous 
	 	 
		Each Obligor must supply to the Lender: 



	 	(a) 	copies of all documents dispatched by the Borrower to its shareholders
      (or any class of them) or its creditors generally (or any class of them)
      at the same time as they are dispatched to the extent such document and
      information is not available on the ASX website; 


24 





	 	(b) 	promptly upon becoming aware of them, the details of any litigation,
      arbitration or administrative proceedings which are current, threatened or
      pending against any Obligor and which might, if adversely determined, have
      a Material Adverse Effect; 
	 	 	 
	 	(c) 	promptly after receipt, copies of any notices of default or claims of
      breach received or sent relating to any Project Document; 
	 	 	 
	 	(d) 	promptly, notice of any change in authorised signatories of any
      Obligor signed by a director or secretary of the Obligor accompanied by
      specimen signatures of any new signatories; and 
	 	 	 
	 	(e) 	any other information which the Lender reasonably requests in relation
      to any member of the Group or any of their assets.




	8.3 	Notification of default 



	 	(a) 	Each Obligor must notify the Lender of any Event of Default or
      Potential Event of Default (and the steps, if any, being taken to remedy
      it) promptly upon becoming aware of its occurrence. 
	 	 	 
	 	(b) 	At the Lender’s request, the Borrower must provide to the Lender a
      certificate signed by at least 2 directors of the Borrower stating:
  



	 	(i) 	if an Event of Default or Potential Event of Default has occurred; and
    
	 	 	 
	 	(ii) 	if so, full details of the relevant Event of Default or Potential
      Event of Default and the remedial action being taken or proposed.
  



	8.4 	Proper accounts 
	 	 
		Each Obligor must: 



	 	(a) 	keep accounting records which give a true and fair view of its
      financial condition and state of affairs; and 
	 	 	 
	 	(b) 	ensure that the accounts it provides under clause 8.1 are prepared in
      accordance with the Accounting Standards. 



	8.5 	Notices to the Lender 
	 	 
		Each Obligor must immediately notify the Lender as soon as it becomes
      aware of any intention by it to exercise any right, power or remedy under
      any Project Document to which any Obligor is a party as a consequence of
      any default under it. 
	 	 
	8.6 	Compliance with laws and Authorisations 
	 	 
		Each Obligor must: 



	 	(a) 	comply with all laws and legal requirements, including each judgment,
      award, decision, finding or any other determination of a Government
      Agency, which applies to it or any of its assets; 
	 	 	 
	 	(b) 	obtain, maintain and comply with: 


25 





	 	(i) 	all Authorisations required for the enforceability against it of each
      Transaction Document to which it is a party, or to enable it to perform
      its obligations under each Transaction Document to which it is a party;
      and 
	 	 	 
	 	(ii) 	all material Authorisations required in relation to it or any of its
      assets; and 



	 	(c) 	not do anything which would prevent the renewal of any Authorisation
      referred to in clause 8.6(b) or cause it to be renewed on less favourable
      terms. 



	8.7 	Changes to constitution, corporate name, place of registration
    
	 	 
		Each Obligor must not: 



	 	(a) 	Amendments to constitution: amend its constitution or any other
      constituent document of it without the Lender’s prior consent which
      consent must not be unreasonably withheld; 
	 	 	 
	 	(b) 	Name change: change its name without first notifying the Lender
      of the new name not less than 21 days before the change takes effect; or
    
	 	 	 
	 	(c) 	Place of registration or incorporation: change its place of
      registration or incorporation. 



	8.8 	Negative pledge and disposal of assets 



	 	(a) 	Each Obligor must not create or allow to exist or agree to any
      Encumbrance over any of its assets other than a Permitted Encumbrance
      unless expressly permitted to do so by a Transaction Document. 
	 	 	 
	 	(b) 	Each Obligor must not acquire an asset which is, or upon its
      acquisition will be, subject to an Encumbrance other than a Permitted
      Encumbrance without the prior consent of the Lender. 
	 	 	 
	 	(c) 	Each Obligor must not sell, assign, transfer or otherwise dispose of
      or part with possession of any of its assets or allow any interest in them
      to arise or be varied (or agree, attempt or take any step to do so)
      whether in one or more voluntary transactions or not, except a Permitted
      Disposal. 
	 	 	 
	 	(d) 	Each Obligor must not deposit money with a person in circumstances
      where the money is not repayable unless the Obligor or another person
      performs obligations (including to pay money) in an amount equal to or
      greater than US$250,000 individually or in total. 
	 	 	 
	 	(e) 	Each Obligor must not enter into any arrangement which, if complied
      with, would prevent any member of the Group from complying with its
      obligations under the Transaction Documents. 



	8.9 	Financial obligations 
	 	 
		Each Obligor must not incur any Financial Indebtedness other than:
  



	 	(a) 	under the Transaction Documents; 
	 	 	 
	 	(b) 	Permitted Financial Indebtedness; or 
	 	 	 
	 	(c) 	further financial accommodation to be provided by the Senior Lender of
      up to US$2,500,000, provided that the terms of such additional financial
      accommodation are consistent with the Senior Facility Agreement or are
      otherwise approved by the Lender and RCF, each acting reasonably,
  provided that in the case of clauses 8.9(b) and 8.9(c) no such
Financial Indebtedness is incurred after the date of this agreement and prior to
satisfaction of the Conditions Subsequent in accordance with clause 3.3. 


26 






	8.10 	No change to business 
	 	 
		Each Obligor must not engage in any business other than, or do
      anything which would result in substantial changes to, its existing core
      businesses and operations. 
	 	 
	8.11 	Financial accommodation 
	 	 
		Each Obligor must not provide any financial accommodation, or give any
      Guarantee in respect of any financial accommodation, to or for the benefit
      of any person other than Permitted Financial Accommodation. 
	 	 
	8.12 	Restrictions on dealings 
	 	 
		Each Obligor must not: 



	 	(a) 	enter into an agreement; 
	 	 	 
	 	(b) 	acquire or dispose of an asset; 
	 	 	 
	 	(c) 	obtain or provide a service; 
	 	 	 
	 	(d) 	obtain a right or incur an obligation; or 
	 	 	 
	 	(e) 	implement any other transaction, 


with any person unless it does so on
terms which are no less favourable to it than arm’s length terms. 

	8.13 	Restrictions on Distributions and fees 
	 	 
		Each Obligor must not: 



	 	(a) 	make any Distribution to anyone other than another Obligor; or 
	 	 	 
	 	(b) 	pay any director fees, management fees, consultancy fees, broker fees
      or other like payments to any director or Related Body Corporate of any
      Obligor unless those fees or other payments are reasonable and are no more
      or less favourable than it is reasonable to expect would be the case if
      the relevant persons were dealing with each other at arm’s length.
  



	8.14 	Corporate structure and documents 
	 	 
		Each Obligor agrees not to: 



	 	(a) 	No transfer or reconstruction: transfer or change its
      jurisdiction of incorporation or formation or enter into any amalgamation,
      demerger, merger, consolidation or corporate reconstruction (except to
      carry out a reconstruction or amalgamation while solvent on terms approved
      by the Lender); and 
	 	 	 
	 	(b) 	Constitution: amend its constitution or constitutional
      documents, or permit it to be amended, in any way which would be likely to
      have a Material Adverse Effect; and 


27 





	 	(c) 	Documents: materially amend or agree or permit to be materially
      amended, in any way, any of the following, without the prior written
      consent of the Lender: 



	 	(i) 	any Senior Finance Document; 
	 	 	 
	 	(ii) 	any Project Document; 
	 	 	 
	 	(iii) 	any RCF Transaction Document; or 
	 	 	 
	 	(iv) 	the BCFM, the Life or Mine Plan, the Annual Budget.




	8.15 	Board 
	 	 
		The Borrower shall ensure that the number of directors appointed to
      its board of directors shall not at any time exceed seven (7) within 90
      days of the date of this agreement. 
	 	 
	8.16 	Brokers fees 
	 	 
		Each Obligor shall not, without the consent of the Lender, pay any
      broker or similar fees in connection with the completion of the
      Transaction Documents or the RCF Transaction Documents other than the
      arrangement fee under clause 2.4 and a similar fee under the RCF
      Transaction Documents. 
	 	 
	8.17 	Maintenance of Secured Property 
	 	 
		Each Obligor must: 



	 	(a) 	maintain and protect its Secured Property; 
	 	 	 
	 	(b) 	remedy every defect in its title to any part of its Secured Property;
    
	 	 	 
	 	(c) 	take or defend all legal proceedings to protect or recover any of its
      Secured Property; and 
	 	 	 
	 	(d) 	keep its Secured Property valid and subsisting and free from liability
      to forfeiture, cancellation, avoidance or loss. 



	8.18 	Further assurances 
	 	 
		Each Obligor must: 



	 	(a) 	do anything which the Lender reasonably requests to:




	 	(i) 	ensure or enable the Lender to ensure that the Security and any Power
      are fully effective, enforceable and perfected with the contemplated
      priority; 
	 	 	 
	 	(ii) 	more satisfactorily assure or secure to the Lender its Secured
      Property in a manner consistent with any provision of any Transaction
      Document; or 
	 	 	 
	 	(iii) 	aid the exercise of any Power of the Lender, 


including, executing any document,
delivering Title Documents or Chattel Paper or executing and delivering blank
transfers; and 

	 	(b) 	without limiting clause 8.18(a), when the Lender requests, execute:
  


28 





	 	(i) 	a legal or statutory mortgage in favour of the Lender over any real
      property; or 
	 	 	 
	 	(ii) 	any other form of security which the Lender considers appropriate for
      the property to be subject to that security, 


each in form and substance required by
the Lender, (but the Lender cannot require an obligation for which there is no
equivalent obligation in any Transaction Document or which is more onerous than
any equivalent obligation contained in any Transaction Document). 

	8.19 	Perfection, registration and protection of security
  



	 	(a) 	Subject to satisfaction of the Conditions Subsequent, each Obligor
      must ensure that: 



	 	(i) 	the Security is perfected in relation to all the Secured Property in
      all jurisdictions; and 
	 	 	 
	 	(ii) 	that Security is registered and filed in all registers in all
      jurisdictions, 


in which it must be perfected,
registered and filed to ensure the enforceability, validity, perfection and
priority of the Security against all persons and to be effective as a security.


	 	(b) 	Subject to satisfaction of the Conditions Subsequent, whenever the
      Lender requires that the Security be perfected in a particular way in
      relation to any part of the Secured Property, the Borrower must ensure
      that the Security is perfected in that way. 



	8.20 	Inspection 



	 	(a) 	Each Obligor must permit any representatives designated by the Lender
      from time to time, but not more often than once in any Quarter, to visit
      and inspect the property, projects and operations of the Obligors, and
      inspect and take copies of the Obligors associated books and records, at
      reasonable times and at those times to discuss the affairs, finances,
      accounts and condition of the Obligor with the officers, employees and
      advisors of the Lender (including independent accountants). 
	 	 	 
	 	(b) 	Without limiting the preceding clause, at any time following the
      occurrence of a Potential Event of Default or Event of Default, each
      Obligor must permit any representatives designated by the Lender to visit
      and inspect the financial records and the property of the Obligor, at
      reasonable times and as often as reasonably requested and to make extracts
      from and copies of the financial records, and permit any representatives
      of the Obligor to discuss the affairs, finances, accounts and condition of
      the Obligor with the officers, employees and advisors of the Lender
      (including independent accountants). 
	 	 	 
	 	(c) 	The Obligors shall pay or reimburse the Lender for all reasonable
      costs and expenses of the Lender in exercising its rights:




	 	(i) 	under clause 8.20(a) for up to one site visit by the Lender or its
      representatives per Quarter; and 
	 	 	 
	 	(ii) 	under clause 8.20(b) at any time while a Potential Event of Default or
      Event of Default is continuing. 


29 





	8.21 	Equivalent undertakings 
	 	 
		Each Obligor must (to the extent that it is so obliged under the
      Senior Finance Documents) comply with and perform each of its covenants
      and undertakings set out in clause 12 of the Senior Finance Documents as
      if that clause (and all defined terms used in that clause) were set out in
      full in this agreement, with such amendments as are necessary to reflect
      an agreement between the Lender and the Obligors including that references
      to ‘Finance Parties’ is a reference to the ‘Lender’ (and irrespective of
      whether the relevant Senior Finance Document has been terminated). 
	 	 
	8.22 	Senior Finance Documents 
	 	 
		Each Obligor must (to the extent that it is so obliged under the
      Senior Finance Documents): 



	 	(a) 	comply with the terms of the Senior Finance Documents and perform each
      of its covenants and undertakings in the Senior Finance Documents; and
  
	 	 	 
	 	(b) 	that no ‘Event of Default’ or ‘Potential Event of Default’, each as
      defined in the Senior Finance Documents, occurs under the Senior Finance
      Documents. 



	8.23 	Term of undertakings 
	 	 
		Unless the Lender otherwise agrees in writing, until:




	 	(a) 	the Loan is cancelled; and 
	 	 	 
	 	(b) 	any Outstanding Moneys are unconditionally repaid in full or have been
      converted into shares; and 
	 	 	 
	 	(c) 	each Security is discharged, 


each Obligor must, at its own cost,
comply with its undertakings in this clause 8. 

	9. 	EVENTS OF DEFAULT 
	 	 
	9.1 	Effect of Event of Default 
	 	 
		Upon the occurrence of an Event of Default the Outstanding Moneys and
      all other monies owing under any Transaction Document become immediately
      due and payable to the Lender without the need for any demand or notice to
      be given. 
	 	 
	9.2 	Event of Default 
	 	 
		It is an Event of Default if, whether or not it is within the control
      of any Obligor: 



	 	(a) 	Failure to pay: any Obligor fails to pay or repay any amount
      due under any Transaction Document when due and such default continues for
      a period of 3 Business Days; 
	 	 	 
	 	(b) 	Non remediable failure: any Obligor fails to perform or observe
      any other undertaking, obligation or agreement expressed or implied in any
      Transaction Document and that failure is not remediable; 
	 	 	 
	 	(c) 	Remediable failure: the failure described in clause 9.2(b) is
      remediable, the relevant Obligor does not commence remedial action within
      5 days of the failure and has not remedied the failure within 20 days of
      the Lender notifying the Borrower of the non- compliance, or an Obligor becoming aware of the failure to
comply (whichever is the earlier); 


30 






	 	(d) 	Authorisations: any Obligor fails to obtain any Authorisation
      necessary to enable it to comply with its obligations under any
      Transaction Document or required in relation to the Secured Property or
      any Authorisation of that kind ceases to be in full force and effect;
  
	 	 	 
	 	(e) 	Misrepresentation: a representation, warranty or statement
      made, or taken to be made, by or on behalf of the Obligor or Group member
      in a Transaction Document (or any document given by or on behalf of any
      Obligor or Group member in connection with a Transaction Document) is
      incorrect or misleading when made or taken to be made and, if the
      circumstances giving rise to the misrepresentation can be remedied, the
      Obligor does not remedy them within 10 Business Days of the Lender
      notifying the Borrower, or the Obligor or Group member becoming aware of
      the relevant circumstances (whichever is the earlier); 
	 	 	 
	 	(f) 	Senior Finance Documents: any event of default, or mandatory
      prepayment event (in each case however defined) occurs under a Senior
      Finance Document or any other event occurs which enables the acceleration
      of any payment to be made under any Senior Finance Document or the
      enforcement, termination or rescission of any Senior Finance Document;
  
	 	 	 
	 	(g) 	Cross default: 



	 	(i) 	any Event of Default (as defined in the RCF Loan Agreement) occurs;
  
	 	 	 
	 	(ii) 	any present or future, or actual, prospective or contingent,
      indebtedness of any Obligor or member of the Group in respect of any
      financial accommodation (other than under any Transaction Document) for
      amounts totalling more than US$500,000 (or its equivalent) including, but
      not limited to, moneys payable under a Guarantee: 



	 	(A) 	is or becomes due and payable or is or becomes capable of being
      declared due and payable before the due date for payment; or 
	 	 	 
	 	(B) 	is not paid when due or upon the expiration of any period of grace
      which may apply; 



	 	(h) 	Encumbrance: any Encumbrance is or becomes enforceable against
      any asset of any member of the Group for amounts totalling more than
      US$250,000 (or its equivalent); 
	 	 	 
	 	(i) 	Termination: any termination or failure, or threatened
      termination of any material licenses, permits and consents necessary for
      the operation of the business of the Group. 
	 	 	 
	 	(j) 	Judgment: a judgment in an amount exceeding US$1,000,000 is
      obtained against any Obligor or member of the Group and is not set aside
      or satisfied within 7 days or has not been stayed pending the outcome of
      an appeal to any higher court; 
	 	 	 
	 	(k) 	Execution: any distress, attachment, execution or other process
      of a Government Agency in an amount exceeding US$1,000,000 is issued
      against, levied or enforced upon any of the assets of any Obligor or
      member of the Group and is not set aside or satisfied within 7 days;

	 	 	 
	 	(l) 	Receiver: a receiver, receiver and manager, official manager,
      trustee, administrator, other controller (as defined in the Corporations
      Act) or similar official is appointed, or steps taken for such
      appointment, over any of the assets or undertaking of any Obligor or
      member of the Group; 


31 





	 	(m) 	Insolvency: any Obligor or member of the Group is or becomes
      unable to pay its debts when they are due or is or becomes unable to pay
      its debts within the meaning of the Corporations Act or is presumed to be
      insolvent under the Corporations Act; 
	 	 	 
	 	(n) 	Arrangements: any Obligor or member of the Group enters into or
      resolves to enter into any arrangement, composition or compromise with, or
      assignment for the benefit of, its creditors or any class of them; 
	 	 	 
	 	(o) 	Ceasing business: any Obligor or member of the Group ceases or
      threatens to cease to carry on business; 
	 	 	 
	 	(p) 	Administrator: an administrator is appointed or a resolution is
      passed or any steps are taken to appoint, or to pass a resolution to
      appoint, an administrator to any Obligor or member of the Group; 
	 	 	 
	 	(q) 	Winding-up: an application or order is made for the winding-up
      or dissolution of any Obligor or member of the Group or a resolution is
      passed or any steps are taken to pass a resolution for the winding-up or
      dissolution of any Obligor or member of the Group otherwise than for the
      purpose of an amalgamation or reconstruction which has the prior written
      consent of the Lender; 
	 	 	 
	 	(r) 	Analogous event: anything analogous to or having a
      substantially similar effect to any of the events specified in clauses
      9.2(l) to 9.2(q) happens in relation to any Obligor or member of the Group
      under the laws of any jurisdiction; 
	 	 	 
	 	(s) 	Vitiation of Transaction Documents: 



	 	(i) 	all or any part of any provision of any Transaction Document is or
      becomes illegal, void, voidable, unenforceable or otherwise of limited
      force or effect; 
	 	 	 
	 	(ii) 	any person becomes entitled to terminate, rescind or avoid all or any
      material part or material provision of any Transaction Document; 
	 	 	 
	 	(iii) 	the execution, delivery or performance of any Transaction Document by
      any Obligor violates, breaches or results in a contravention of any law,
      regulation or Authorisation; and 
	 	 	 
	 	(iv) 	an Encumbrance created by or purportedly created by a Security does
      not have or ceases to have the priority it is expressed to have under the
      relevant Transaction Document or becomes ineffective to secure the payment
      of the money or compliance with the obligations which it purports to
      secure, otherwise than solely due to the fraud, negligence or misconduct
      of the Lender; 



	 	(t) 	Vitiation of RCF Transaction Documents: any event or
      circumstance referred to in paragraph (s) above occurs or exists in
      relation to a RCF Transaction Document; 
	 	 	 
	 	(u) 	Delisting: any securities of the Borrower are removed from the
      official list of ASX or suspended from trading on the ASX for 15
      consecutive Trading Days, provided that the suspension in place at the
      date of this agreement shall not be an Event of Default so long as the
      suspension is lifted and the securities of the Borrower recommence trading
      within 5 days of the date of this agreement or such other period as agreed
      by the Lender; 
	 	 	 
	 	(v) 	Change of Control: without the consent of the Lender, a Change
      of Control occurs or there is a change in ownership of any Obligor (other
      than the Borrower); and 


32 





	 	(w) 	Adverse change: an event occurs which has, or is likely to have
      (or a series of events occur which, together, have or are likely to have)
      a Material Adverse Effect. 



	10. 	TAXES, COSTS AND EXPENSES 
	 	 
	10.1 	Tax 



	 	(a) 	The Obligors must pay any Tax, other than an Excluded Tax in respect
      of the Lender, in respect of the execution, delivery, performance,
      release, discharge, amendment, enforcement or attempted enforcement or
      otherwise in respect of any Transaction Document and any transaction
      contemplated under any Transaction Document. 
	 	 	 
	 	(b) 	The Obligors must pay any fine, penalty or other cost in respect of a
      failure to pay any Tax described in clause 10.1(a) except to the extent
      that the fine, penalty or other cost is caused by the Lender’s failure to
      lodge money received from the Borrower within 3 days before the due date
      for lodgement. 
	 	 	 
	 	(c) 	Each Obligor indemnifies the Lender against any amount payable under
      this clause. 



	10.2 	Costs and expenses 
	 	 
		The Obligors must pay all reasonable costs and expenses of the Lender
      and any employee, Officer, agent or contractor of the Lender in relation
      to: 



	 	(a) 	the negotiation, preparation, execution, delivery, stamping,
      registration, completion, perfection of Security, variation and discharge
      of any Transaction Document; 
	 	 	 
	 	(b) 	the enforcement, protection or waiver, or attempted or contemplated
      enforcement or protection, of any rights under any Transaction Document;
    
	 	 	 
	 	(c) 	the consent or approval of the Lender given under any Transaction
      Document; and 
	 	 	 
	 	(d) 	any enquiry by any Government Agency involving any Obligor,
  


including, but not limited to, any
administration costs of the Lender in connection with the matters referred to in
clause 10.2(b) and (d) and any legal costs and expenses and any professional
consultant’s fees for any of the above on a full indemnity basis. Each Obligor
must pay its own costs and expenses in relation to the negotiation, preparation,
execution, delivery, stamping, registration, completion, perfection of Security,
variation and discharge of any Transaction Document. 

	11. 	INDEMNITY 



	 	(a) 	Each Obligor indemnifies the Lender against any claim, action, damage,
      loss, liability, cost, charge, expense, outgoing or payment which the
      Lender pays, suffers, incurs or is liable for, in respect of any of the
      following: 



	 	(i) 	the Loan not being made for any reason including any condition
      precedent contained in clause 3.1 or 3.2 not being fulfilled, but
      excluding any default by the Lender; 
	 	 	 
	 	(ii) 	the occurrence of any Event of Default or potential Event of Default;
    
	 	 	 
	 	(iii) 	the Lender exercising its Powers consequent upon or arising out of the
      occurrence of any Event of Default or potential Event of Default; and
  
	 	 	 
	 	(iv) 	failure to pay any amount in the currency it is required to be paid.
    


33 





	 	(b) 	Without limiting the indemnity contained in clause 11(a), that
      indemnity includes the amount determined by the Lender as being incurred
      by reason of the liquidation or re- employment of deposits or other funds
      acquired or contracted for by the Lender to fund the Loan and includes,
      but is not limited to, loss of margin. 
	 	 	 
	 	(c) 	Any amount payable to the Lender under this indemnity is payable on
      demand. 



	12. 	ASSIGNMENT 
	 	 
	12.1 	Assignment by the Obligors 
	 	 
		No Obligor may transfer or assign any of its rights or obligations
      under any Transaction Document without the prior written consent of the
      Lender. 
	 	 
	12.2 	Assignment by Lender 
	 	 
		The Lender may at any time assign any of its rights or transfer by
      novation any of its rights and obligations under any Transaction Document
      to any person or combination of persons or to any bank or financial
      institution or to any combination of banks and financial institutions
      (New Lender). The Lender will promptly, after the assignment,
      transfer or novation, notify the Borrower of the new entity. 
	 	 
	13. 	GUARANTEE AND INDEMNITY 
	 	 
	13.1 	Guarantee and indemnity 
	 	 
		Each Guarantor jointly and severally and irrevocably and
      unconditionally: 



	 	(a) 	guarantees to the Lender punctual performance by each Obligor of all
      that Obligor's obligations under the Transaction Documents; 
	 	 	 
	 	(b) 	undertakes with the Lender that, whenever an Obligor does not pay any
      amount when due under or in connection with any Transaction Document (or
      anything which would have been due if the Transaction Document or the
      amount was enforceable, valid and not illegal), it must immediately on
      demand pay that amount as if it were the principal obligor in respect of
      that amount; and 
	 	 	 
	 	(c) 	indemnifies the Lender immediately on demand against any cost, loss or
      liability suffered by the Lender directly or indirectly as a result of:
  



	 	(i) 	any amount claimed by the Lender under this Clause 13.1 not being
      recoverable from the Guarantor on the basis of a guarantee (for any
      reason); or 
	 	 	 
	 	(ii) 	any obligation guaranteed by it being or becoming unenforceable,
      invalid, illegal or avoided. 


The amount of the cost, loss or
liability must be equal to the amount which the Lender would otherwise have been
entitled to recover. 

Each of paragraphs (a), (b) and (c)
above are separate obligations. None is limited by reference to the other. 

34 





	13.2 	Continuing guarantee 
	 	 
		This guarantee is a continuing guarantee and will extend to the
      ultimate balance of all sums payable by any Obligor under the Transaction
      Documents, regardless of any intermediate payment or discharge in whole or
      in part. 
	 	 
	13.3 	Reinstatement 
	 	 
		If any payment to or any discharge given by the Lender (whether in
      respect of the obligations of any Obligor or any security for those
      obligations or otherwise) is avoided or reduced for any reason (including,
      without limitation, as a result of insolvency, breach of statutory duties
      or any similar event): 



	 	(a) 	the liability of each Obligor will continue as if the payment,
      discharge, avoidance or reduction had not occurred; and 
	 	 	 
	 	(b) 	the Lender is entitled to recover the value or amount of that security
      or payment from each Obligor, as if the payment, discharge, avoidance or
      reduction had not occurred. 



	13.4 	Waiver of defences 
	 	 
		The obligations of each Guarantor under this clause will not be
      affected by any act, omission or thing (whether or not known to it or the
      Lender) which, but for this Clause 13, would reduce, release or prejudice
      any of its obligations under this Clause 13. This includes:




	 	(a) 	any time, waiver, postponement or other concession granted to, or
      composition or arrangement with, any Obligor or any other person; 
	 	 	 
	 	(b) 	any full, partial or conditional release or discharge of any Obligor
      or any other person by operation of law or under the terms of any
      composition or arrangement with any creditor of any person; 
	 	 	 
	 	(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 any other person under the
      Transaction Documents or otherwise; 
	 	 	 
	 	(d) 	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; 
	 	 	 
	 	(e) 	any incapacity or lack of power, authority or legal personality of or
      dissolution or change in the members or status of any Obligor or any other
      person; 
	 	 	 
	 	(f) 	any variation, amendment or replacement (however fundamental and
      whether or not such variation, amendment or replacement imposes any
      additional liability or disadvantages any Obligor or any other person) of
      any Transaction Document or any other document or security (in each case
      other than this agreement); 
	 	 	 
	 	(g) 	any unenforceability, illegality, invalidity, non-provability or
      frustration of any obligation of any person under any Transaction Document
      or any other document or security; 
	 	 	 
	 	(h) 	any set-off, combination of accounts or counterclaim; 
	 	 	 
	 	(i) 	any insolvency, liquidation, dissolution or similar proceedings or
      anything resulting from such proceedings which affects any obligation of
      an Obligor or any other person; 


35 





	 	(j) 	any determination, rescission, repudiation or termination of any
      Transaction Document or any obligations under any Transaction Document or
      any other document or security by any person (or the acceptance of any of
      those actions by any person); 
	 	 	 
	 	(k) 	the release or substitution of any property the subject of any
      Security; 
	 	 	 
	 	(l) 	the failure to obtain any Encumbrance or the loss or impairment of any
      Encumbrance by operation of law or otherwise, whether or not the same is
      in breach of an express or implied condition to obtain or preserve that
      Encumbrance or is in breach of any equitable duty which might otherwise
      have been imposed on the Lender; 
	 	 	 
	 	(m) 	the transfer, assignment or novation by the Lender or any other person
      of all or any of its rights or obligations under any Transaction Document;
    
	 	 	 
	 	(n) 	any failure by the Lender to disclose to the Guarantor or any other
      person any material or unusual fact, circumstance, event or thing known
      to, or which ought to have been known by, the Lender relating to or
      affecting any Obligor or any other person at any time before or during the
      currency of any Transaction Document, whether prejudicial or not to the
      rights and liabilities of any Guarantor and whether or not the Lender was
      under an obligation or duty to disclose that fact, circumstance, event or
      thing to any person; and 
	 	 	 
	 	(o) 	any person, whether named as a party or not, does not execute any
      Transaction Document or the execution of any Transaction Document by any
      person is invalid, forged or irregular in any way. 


References in clause 13.1 to any
obligations of an Obligor or amounts due will include what would have been
obligations or amounts due but for any of the above, as well as obligations and
amounts due which result from any of the above. 

	13.5 	Immediate recourse 



	 	(a) 	Each Guarantor waives any right it may have of first requiring the
      Lender (or any trustee or agent on its behalf) to proceed against or
      enforce any other right or security or claim payment from any person
      before claiming from that Guarantor under this clause 13. 
	 	 	 
	 	(b) 	This waiver applies irrespective of any law or any provision of a
      Transaction Document to the contrary. 



	13.6	Appropriations 



Until all amounts which may be or
become payable by the Obligors under or in connection with the Transaction
Documents have been irrevocably paid in full, the Lender (or any trustee or
agent on its behalf) may, without affecting the liability of any Guarantor under
this clause 13: 

		(a) 	
      (i) 
	
      refrain from applying or enforcing any other moneys,
      security or rights held or received by the Lender (or any trustee or agent
      on its behalf) against those amounts; or 

	 	  	
       
	
       

			
      (ii) 
	
      apply and enforce them in such manner and order as it
      sees fit (whether against those amounts or otherwise); and 

	 	  	
       
	
       

		(b) 	
      hold in an interest-bearing suspense account any moneys
      received from any Guarantor or on account of that Guarantor's liability
      under this clause 13. 



36 





	13.7 	Deferral of Guarantors' rights 
	 	 
		Until all amounts which may be or become payable by the Obligors under
      or in connection with the Transaction Documents have been irrevocably paid
      in full and unless the Lender otherwise directs, no Guarantor will:
  



	 	(a) 	exercise any rights which it may have by reason of performance by it
      of its obligations under the Transaction Documents:




	 	(i) 	to be indemnified by an Obligor; 
	 	 	 
	 	(ii) 	to claim any contribution from any other guarantor of, or provider of
      security for, any Obligor's obligations under the Transaction Documents;
      or 
	 	 	 
	 	(iii) 	to take the benefit (in whole or in part and whether by way of
      subrogation or otherwise) of any rights of the Lender under the
      Transaction Documents or of any other guarantee or security taken pursuant
      to, or in connection with, the Transaction Documents by the Lender;
  



	 	(b) 	institute any proceedings against any Obligor or make or join in
      making any application to any court for an administration, winding up,
      receivership or other similar order to be made in relation to any Obligor;
    
	 	 	 
	 	(c) 	unless instructed to do so by the Lender, set off any money owing by
      that Guarantor against any liability owing to that Guarantor by any other
      Obligor or permit any Obligor to set off any money owing by that Guarantor
      against any liability owing to that Obligor by that Guarantor; or 
	 	 	 
	 	(d) 	in any form of insolvency process of or in relation to an Obligor
      (including liquidation, winding up, bankruptcy, administration,
      dissolution or receivership or any analogous process) prove for or claim,
      or exercise any vote or other rights in respect of, any indebtedness of
      any nature owed to it by the Obligor. 



	13.8 	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 the Lender.
  
	 	 
	14. 	CONFIDENTIALITY 
	 	 
	14.1 	Confidential information 



	 	(a) 	Subject to clause 14.2, the parties will not disclose any confidential
      or unpublished information or documents supplied to it by or on behalf of
      any other party in connection with the Transaction Documents which are
      specifically indicated by that other party to be confidential. 
	 	 	 
	 	(b) 	Each party is entitled to disclose information:




	 	(i) 	which is publicly available, other than as a result of a breach by the
      disclosing party of this clause 14; 
	 	 	 
	 	(ii) 	in connection with any legal or arbitration proceedings; 
	 	 	 
	 	(iii) 	if required to do so under any law or regulation; 


37 





	 	(iv) 	to a governmental, banking, taxation or other regulatory authority;
  
	 	 	 
	 	(v) 	to its auditors and professional advisers; 
	 	 	 
	 	(vi) 	to its Affiliates; 
	 	 	 
	 	(vii) 	to any rating agency on a confidential basis; 
	 	 	 
	 	(viii) 	to the extent allowed under paragraph (d) below to another Obligor or
      any other member of the Group; 
	 	 	 
	 	(ix) 	to the extent permitted under any other Transaction Document; or
  


with the agreement or prior consent of
the non-disclosing party to which the information being disclosed relates, such
consent not to be unreasonably withheld or delayed. 

	 	(c) 	The Lender may, for the purpose of exercising any Power, disclose to
      any person any document or record of, or information about, any
      Transaction Document, or the assets, business or affairs of any member of
      the Group, whether or not confidential, and whether or not the disclosure
      would be in breach of any law or of any duty owed to any member of the
      Group. 
	 	 	 
	 	(d) 	The Lender may disclose to any person (a third party) with (or
      through) whom the Lender enters into (or may enter into) any kind of
      transfer, participation or hedge agreement (in each case, so long as that
      person is a New Lender and not a competitor of any Obligor) in relation to
      any Transaction Document or any other transaction under which payments are
      to be made by reference to any Transaction Document or any Obligor:
  



	 	(i) 	a copy of any Transaction Document; and 
	 	 	 
	 	(ii) 	any information which the Lender has acquired under or in connection
      with any Transaction Document. 


However, before a third party may
receive any confidential information, it must agree with the Lender to keep that
information confidential on the terms of this clause 14 as if it were the
Lender. 

	 	(e) 	Notwithstanding any other provision of any Transaction Document, each
      party agrees that no party will disclose any information of the kind
      referred to in section 275(1) of the PPSA in response to a request of the
      type referred to in that section in relation to any Transaction Document
      unless section 275(7) of the PPSA applies. No Obligor will authorise
      disclosure of any such information under section 275(7)(c) of the PPSA
      unless the Lender expressly agrees to the disclosure. 
	 	 	 
	 	(f) 	This Clause 14 supersedes any previous confidentiality undertaking
      given by the Lender in connection with a Transaction Documents prior to it
      becoming a party to that Transaction Document. 



	14.2 	Announcements 
	 	 
		Neither party will, without the other party's prior written consent,
      reveal to any person (other than in accordance with the terms of the
      Transaction Documents) or otherwise announce the existence of the
      Transaction Documents, their terms, subject matter and contents of related
      negotiations or discussions. The restrictions in this clause will not
      apply if, and to the extent that, an announcement is required by law, rule, regulation or any judicial,
governmental or competent supervisory or regulatory authority (including without
limitation, any securities exchange) provided that, to the extent reasonably
practicable, the announcing party shall consult in advance with the other party
first on the proposed form, timing, nature and purpose of the announcement. 


38 






	15. 	PPSA EXCLUSIONS 



	 	(a) 	No Lender need give any notice under the PPSA (including a notice of a
      verification statement) unless the notice is required by the PPSA and
      cannot be excluded. 
	 	 	 
	 	(b) 	To the extent the law permits: 



	 	(i) 	for the purposes of sections 115(1) and 115(7) of the PPSA:
  



	 	(A) 	the Security Trustee need not comply with sections 95, 118, 121(4),
      125, 130, 132(3)(d) or 132(4); and 
	 	 	 
	 	(B) 	sections 142 and 143 are excluded; 



	 	(ii) 	for the purposes of section 115(7) of the PPSA, the Lender need not
      comply with sections 132 and 137(3); 
	 	 	 
	 	(iii) 	if the PPSA is amended after the date of this document to permit a
      grantor and a secured party to agree to not comply with or to exclude
      other provisions of the PPSA, the Lender may notify the grantor of a
      security interest that any of these provisions is excluded, or that the
      Lender need not comply with any of these provisions as notified to the
      grantor by the Lender; and 
	 	 	 
	 	(iv) 	the grantor of a security interest agrees not to exercise its rights
      to make any request of the Lender under section 275 of the PPSA, or to
      authorise the disclosure of any information under that section or to waive
      any duty of confidence that would otherwise permit non-disclosure under
      that section. 



	16. 	GENERAL 
	 	 
	16.1 	Performance by Lender of the Obligors’ obligations 
	 	 
		If any Obligor defaults in fully and punctually performing any
      obligation contained or implied in any Transaction Document, the Lender
      may, without prejudice to any Power, do all things necessary or desirable,
      in the opinion of the Lender, to make good or attempt to make good that
      default to the satisfaction of the Lender. 
	 	 
	16.2 	Set-off 
	 	 
		If an Event of Default is continuing, the Lender may set off any
      amount owing by the Lender to an Obligor (whether or not due for payment)
      against any amount due for payment by the Obligor to the Lender in
      connection with a Transaction Document. 
	 	 
	16.3 	Notices 



	 	(a) 	Any notice or other communication under the Transaction Documents
      (Notice) must be in legible writing and in English and delivered by
      hand or sent by prepaid post or fax to a party at the address or the fax
      number for that party in Schedule 2 or as otherwise specified by a party
      by Notice. 


39 





	 	(b) 	Email or similar electronic means of communication must not be used to
      give Notices under any Transaction Document. 
	 	 	 
	 	(c) 	A Notice sent by post is regarded as given and received on the second
      Business Day following the date of postage. 
	 	 	 
	 	(d) 	A fax is regarded as given and received on production of a
      transmission report by the machine from which the fax was sent that
      indicates that the fax was sent in its entirety to the recipient’s fax
      number, unless the recipient informs the sender that the Notice is
      illegible or incomplete within 4 hours of it being transmitted. 
	 	 	 
	 	(e) 	A Notice delivered or received other than on a Business Day or after
      4.00pm (recipient’s time) is regarded as received at 9.00am on the
      following Business Day and a Notice delivered or received before 9.00am
      (recipient’s time) is regarded as received at 9.00am. 
	 	 	 
	 	(f) 	Each Obligor irrevocably authorises the Borrower to give and receive
      communications on its behalf. Each other party may rely on any such
      communication as if it was made by an Obligor, and the Obligor is bound by
      it. 



	16.4 	Governing law and jurisdiction 
	 	 
		This agreement is governed by the law of Western Australia and each
      party irrevocably and unconditionally submits to the non-exclusive
      jurisdiction of the courts of Western Australia. 
	 	 
	16.5 	Appointment of Process Agent 



	 	(a) 	Without prejudice to any mode of service allowed under any relevant
      law, each Obligor (other than an Obligor incorporated, formed, or
      registered as a foreign company, in Australia): 



	 	(i) 	irrevocably appoints the Borrower as its process agent to receive any
      document in an action in connection with any Transaction Document; and
  
	 	 	 
	 	(ii) 	agrees that failure by a process agent to notify the relevant Obligor
      of any document in an action in connection with any Transaction Document
      will not invalidate the action concerned. 



	 	(b) 	If for any reason the Borrower ceases to be able to act as process
      agent, each relevant Obligor must appoint another person acceptable to the
      Lender (acting reasonably) and ensure that the replacement process agent
      accepts its appointment and confirms its appointment to the Lender. 
	 	 	 
	 	(c) 	The Borrower accepts its appointment as the process agent. 
	 	 	 
	 	(d) 	Each relevant Obligor agrees that service of documents on its process
      agent is sufficient service on it. 



	16.6 	Prohibition and enforceability 



	 	(a) 	Any provision of, or the application of any provision of, any
      Transaction Document or any Power which is prohibited in any jurisdiction
      is, in that jurisdiction, ineffective only to the extent of that
      prohibition. 


40 





	 	(b) 	Any provision of, or the application of any provision of, any
      Transaction Document which is void, illegal or unenforceable in any
      jurisdiction does not affect the validity, legality or enforceability of
      that provision in any other jurisdiction or of the remaining provisions in
      that or any other jurisdiction. 



	16.7 	Waivers 



	 	(a) 	Waiver of any right arising from a breach of any Transaction Document
      or of any Power arising upon default under any Transaction Document or
      upon the occurrence of an Event of Default must be in writing and signed
      by the party granting the waiver. 
	 	 	 
	 	(b) 	A failure or delay in exercise, or partial exercise, of:




	 	(i) 	a right arising from a breach of any Transaction Document or the
      occurrence of an Event of Default; or 
	 	 	 
	 	(ii) 	a Power created or arising upon default under any Transaction Document
      or upon the occurrence of an Event of Default, 


does not result in a waiver of that
right or Power. 

	 	(c) 	A party is not entitled to rely on a delay in the exercise or non
      exercise of a right or Power arising from a breach of any Transaction
      Document or on a default under any Transaction Document or on the
      occurrence of an Event of Default as constituting a waiver of that right
      or Power. 
	 	 	 
	 	(d) 	A party may not rely on any conduct of another party as a defence to
      exercise of a right or Power by that other party. 
	 	 	 
	 	(e) 	This clause may not itself be waived except by writing.




	16.8 	Variation 
	 	 
		A variation of any term of any Transaction Document must be in writing
      and signed by the parties. 
	 	 
	16.9 	Cumulative rights 
	 	 
		The Powers are cumulative and do not exclude any other right, power,
      authority, discretion or remedy of the Lender. 
	 	 
	16.10 	Certificates of Lender 



	 	(a) 	A certificate under the hand of an Officer of the Lender detailing the
      amount of the Outstanding Moneys due and payable under any Transaction
      Document whether currently due and payable or not is sufficient evidence
      unless the contrary is proved. 
	 	 	 
	 	(b) 	A certificate under the hand of an Officer of the Lender stating the
      opinion of the Lender as to any thing is sufficient evidence of that
      opinion at the date stated on the certificate or failing that as at the
      date of that certificate unless the contrary is proved.




	16.11	Set-off authorised 



If any Obligor has not paid any amount
(including, but not limited to, principal, interest, fees, costs, expenses or
taxes, whether contingent or otherwise) at any time due and payable by it to the
Lender in respect of any Transaction Document, the Borrower authorises the
Lender to apply any credit balance in any currency in any account
of the Borrower with any branch or office of the Lender in and towards
satisfaction of that amount. 

41 






	16.12 	Counterparts 



	 	(a) 	This agreement may be executed in any number of counterparts. 
	 	 	 
	 	(b) 	All counterparts, taken together, constitute one instrument. 
	 	 	 
	 	(c) 	A party may execute this agreement by signing any counterpart.
      Signatures to this agreement transmitted by facsimile transmission, by
      electronic mail in ‘portable document format’ (‘pdf’) form, or by any
      other electronic means intended to preserve the original graphic and
      pictorial appearance of a document, will have the same effect as physical
      delivery of the paper document bearing the original signature.
  



	16.13 	Attorneys 
	 	 
		Each of the attorneys executing this agreement states that the
      attorney has no notice of the revocation of the power of attorney
      appointing that attorney. 


42 




SCHEDULE 1 

GUARANTORS 


	Name 	Address details 	Jurisdiction 
	P.M. Prospecting Pty Ltd 
ABN 22 116 293 184 	Unit 17, 100 Railway Road, Subiaco, WA, 6008
	Western Australia 
	P.M. Energy Pty Ltd 
ACN 120 462 919 	Unit 17, 100 Railway Road, Subiaco, WA, 6008
	Western Australia 
	Peninsula USA Holdings Inc 	Unit 17, 100 Railway Road, Subiaco, WA,
      6008 	Delaware 
	Strata Energy Inc. 	Unit 17, 100 Railway Road, Subiaco, WA,
      6008 	Delaware 
	Peninsula Uranium Limited 	Unit 17, 100 Railway Road, Subiaco, WA,
      6008 	United Kingdom




43 




SCHEDULE 2 

NOTICE DETAILS 

	 	Borrower 	Peninsula Energy Limited 
	 	 	 
	 	Address 	Unit 17, Level 2, 100 Railway Road,
      Subiaco WA 6008 
	 	 	 
	 	Attention 	The Company Secretary 
	 	 	 
	 	Fax 	+61 8 9381 5064 
	 	 	 
	 	Guarantor 	P.M. Prospecting Pty Ltd ABN 22 116
      293 184 
	 	 	 
	 	Address 	Unit 17, Level 2, 100 Railway Road,
      Subiaco WA 6008 
	 	 	 
	 	Attention 	The Company Secretary 
	 	 	 
	 	Fax 	+61 8 9381 5064 
	 	 	 
	 	Guarantor 	P.M. Energy Pty Ltd ACN 120 462
      919 
	 	 	 
	 	Address 	Unit 17, Level 2, 100 Railway Road,
      Subiaco WA 6008 
	 	 	 
	 	Attention 	The Company Secretary 
	 	 	 
	 	Fax 	+61 8 9381 5064 
	 	 	 
	 	Guarantor 	Peninsula USA Holdings Inc 
	 	 	 
	 	Address 	Unit 17, Level 2, 100 Railway Road,
      Subiaco WA 6008 
	 	 	 
	 	Attention 	The Company Secretary 
	 	 	 
	 	Fax 	+61 8 9381 5064 
	 	 	 
	 	Guarantor 	Strata Energy Inc 
	 	 	 
	 	Address 	Unit 17, Level 2, 100 Railway Road,
      Subiaco WA 6008 
	 	 	 
	 	Attention 	The Company Secretary 
	 	 	 
	 	Fax 	+61 8 9381 5064 
	 	 	 
	 	Guarantor 	Peninsula Uranium Limited 
	 	 	 
	 	Address 	Unit 17, Level 2, 100 Railway Road,
      Subiaco WA 6008 
	 	 	 
	 	Attention 	The Company Secretary 
	 	 	 
	 	Fax 	+61 8 9381 5064 
	 	 	 
	 	Lender 	Pala Investments Limited 
	 	 	 
	 	Address 	12 Castle St, Jersey, JE2 3RT 
	 	 	 
	 	Attention 	General Counsel 
	 	 	 
	 	Fax 	+44 15 34 63 98 70 


44







45





SCHEDULE 3 

FUNDING NOTICE 

	Funding Notice 	  
	 	 
	To: 	[Name of Lender] (Lender) 
	 	 
	Attention: 	General Counsel 


We refer to the convertible bridge loan agreement between
Peninsula Energy Limited and Pala Investments Limited dated on or about
[          ](Convertible Bridge
Loan Agreement). Expressions defined in the Convertible Bridge Loan
Agreement have the same meaning when used in this Funding Notice. 

Under the Convertible Bridge Loan Agreement:

	(a) 	we give you notice that we wish to draw under the Loan
      on [          
    ]; 
	 	 
	(b) 	the aggregate amount to be drawn is US$5,370,000 and paid into the
      following account: 
	 	 
		[Insert bank account details of Borrower, including swift code and
      BSB] 
	 	 
	(c) 	the proceeds of the Loan are to be used in accordance with clause 2.3
      of the Convertible Bridge Loan Agreement; 
	 	 
	(d) 	we represent and warrant that no Event of Default is subsisting or
      will result from the provision of the Loan; and 
	 	 
	(e) 	as at the date of this certificate, each representation and warranty
      in the Convertible Bridge Loan Agreement is true, correct and not
      misleading. 




	Signature of
      Officer 
	 
	 
	Name of Officer 



46





SCHEDULE 4 

INTERCREDITOR PRINCIPLES 

The Intercreditor Agreement – Investec will be consistent with
the following principles:

	1. 	There will be no repayment of principal amounts owing under this
      agreement or the RCF Loan Agreement (collectively referred to as the
      Bridge Loan) for so long as any amounts remain outstanding under
      the Senior Facility Agreement, and until the Senior Lender has confirmed
      to the Security Trustee acting on behalf of the Lender and RCF
      (collectively the Junior Lenders) that all amounts owing under the
      Senior Facility Agreement have been fully and finally received, provided
      that if the Junior Lenders can demonstrate to the satisfaction of the
      Senior Lender (acting reasonably) that the repayment of any or all of the
      Bridge Loan would not be reasonably likely to have a Material Adverse
      Effect (as defined in the Senior Facility Agreement) then the Senior
      Lender will consent to the Borrower making that repayment of the Bridge
      Loan. 
	 	 
	2. 	Notwithstanding paragraph 1, the Bridge Loan may be reduced and/or
      repaid in full by the issue of Shares in favour of the Junior Lenders,
      provided the Senior Lender is notified of the amount which is taken to be
      repaid by the issue of Shares. 
	 	 
	3. 	Scheduled interest under the Bridge Loan may be paid to the Junior
      Lenders, provided that before each interest payment is made, the Senior
      Lender confirms to the Security Trustee that: 



	 	(a) 	all amounts which are owing to the Senior Lender and have fallen due
      for payment under the Senior Facility have been fully and finally received
      by the Senior Lender, and 
	 	 	 
	 	(b) 	there is no outstanding Event of Default, Potential Event of Default
      or Review Event (however defined) under the Senior Finance Documents.
  



	4. 	The Junior Lenders cannot take any steps to enforce the Security,
      accelerate repayment of moneys owing under the Bridge Loan, or issue any
      proceedings with a view to winding up the Borrower or appointing an
      administrator, receiver and manager or similar officer, in each case while
      any amounts remain outstanding to the Senior Lender under the Senior
      Facility, without the prior written consent of Senior Lender. For the
      avoidance of doubt, the Junior Lender may call (but not enforce) an Event
      of Default and accrue (but not receive) default interest, and may exercise
      other rights including inspection of assets and records and obtaining,
      reviewing and receiving information and notices. Notwithstanding the
      preceding sentences, the Junior Lenders can enforce their security at any
      time if the Senior Lender has confirmed to the Security Trustee acting on
      behalf of the Junior Lenders that all amounts payable to the Senior Lender
      under the Senior Facility have been fully and finally received by the
      Senior Lender. 
	 	 
	5. 	If the Senior Lender enforces its security package and identifies one
      or more purchasers for the assets which are the subject of the security
      forming part of the Senior Finance Documents, the Junior Lenders rights
      under the Security Documents and the Security Trust Deed will be
      disregarded to the extent required to enable the Senior Lender to complete
      the sale of the relevant assets. If the Security Trustee enforces its
      security package and recovers amounts in excess of the aggregate amount
      owing to the Senior Lender under the Senior Facility, the Security Trustee
      will pay such excess amount to the Junior Lenders. As and when all amounts
      have been fully and finally paid to the Senior Lender in full under the
      Senior Facility, the Senior Lender will resign as security trustee and a
      new security trustee nominated by the Lenders will be appointed. 
	 	 
	6. 	If an event of default has occurred under the Senior Facility or the
      Bridge Loan, then either the Senior Lender or the Junior Lenders (in their
      Proportionate Share or either of them if only one wishes to do so) shall be entitled to purchase each other's debt at
      par, provided the purchase is completed within 5 Business Days (or such
      other period as the parties may agree) of the Senior Lender and/or the
      Security Trustee acting on behalf of the Junior Lenders notifying the
  other of the existence of such event of default. 


47






	7. 	Neither the Senior Lender nor the Junior Lenders can assign or
      transfer any interest in their loans to a third party (other than, in the
      case of the Senior Lender, other members of the Senior Lender Group)
      without providing each other a first right of refusal to match such
      proposed assignment on the same terms. 
	 	 
	8. 	Notwithstanding the restrictions on incurring Financial Indebtedness
      in the Senior Facility Agreement, this agreement and the RCF Loan
      Agreement, the Junior Lenders consent to the Senior Lender providing
      further financial accommodation to the Borrower; provided that:
  



	 	(a) 	the amount of such further financial accommodation does not exceed
      US$2,500,000; 
	 	 	 
	 	(b) 	the terms of such further financial accommodation are consistent with
      the Senior Facility Agreement or are otherwise approved by the Lender and
      RCF, each acting reasonably; and 
	 	 	 
	 	(c) 	such additional financial accommodation is not provided after the date
      of this agreement and prior to satisfaction of the Conditions Subsequent
      in accordance with clause 3.3 of this agreement. 


For the avoidance of doubt, this does
not prevent the Senior Lender from incurring or recovering from the Borrower and
the Guarantors, any costs or expenses which are incurred by the Senior Lender
under the Senior Facility, including an enforcement scenario. 

	9. 	The Junior Lenders cannot make any material change to the Bridge Loan
      (including without limitation in respect of the principal amount of the
      Bridge Loan, the maturity date and the amount of interest payable on the
      Bridge Loan) without the prior written consent of the Senior Lender not to
      be unreasonably withheld or delayed. 


48





SCHEDULE 5 

VERIFICATION CERTIFICATES 

PART A: AUSTRALIAN OBLIGORS 

	To: 	[Name and address of the Financier]
      (“Financier”) 
	 	 
	Attention: 	[Insert] 


[Date] 
[Note: Must be a date no earlier than 5 Business
Days before the drawing of the Loan.] 


Verification Certificate – Convertible Bridge Loan
Agreement between Peninsula Energy Limited and Pala Investments Limited dated
[           ]
(“Facility Agreement”)

We, #insert names# are #directors / a director and company
secretary# of each Australian Obligor. We refer to the Facility Agreement. 

The “Definitions and interpretation” clause of the Facility
Agreement applies to this certificate as if it was fully set out in the
certificate. 

We certify as follows: 

	1 	Attached to this certificate are complete copies of the following
      documents: 



	 	(a) 	The certificate of registration of each Australian Obligor and the
      constitution of each Australian Obligor. 
	 	 	 
	 	(b) 	An extract of the minutes of a properly convened and held meeting of
      the board of directors of each Obligor held on #insert date#, showing
      properly passed resolutions: 



	 	(i) 	authorising the Obligor to enter into and deliver the Transaction
      Documents to which it is a party, to comply with its obligations under
      them and to allow them to be enforced; and 
	 	 	 
	 	(ii) 	appointing authorised Officers of the Obligor; and 
	 	 	 
	 	(iii) 	which acknowledge that the Obligor benefits by entering into the
      Transaction Documents to which it is a party; and 
	 	 	 
	 	(iv) 	which acknowledge that the directors are acting for a proper purpose;
      and 
	 	 	 
	 	(v) 	which acknowledge that the Obligor was solvent and there were
      reasonable grounds to expect that the Obligor would continue to be solvent
      after executing, and complying with its obligations under, the Transaction
      Documents. 



	2 	Each document attached to this certificate is correct and not
      misleading in any material respect (including by omission) and is in full
      force and effect as at a date no earlier than the date of this
      certificate. 


49 





	4 	No Authorisations (other than those attached to this certificate) are
      required for the Obligor to enter into the Transaction Documents to which
      it is a party, to comply with its obligations under them and to allow them
      to be enforced. 
	 	 
	5 	The Obligor is not Insolvent. Entry into the Transaction Documents and
      compliance with obligations under them has not contravened and will not
      contravene Chapter 2E or Part 2J.3 of the Corporations Act. 
	 	 
	6 	There has been no change in its financial position (or if it is
      required to prepare consolidated financial statements, that there has been
      no change in the financial position of the consolidated entity constituted
      by it and the entities it is required to include in the consolidated
      financial statements) since the date to which its Financial Report last
      given to the Finance Parties was prepared which has had, or is likely to
      have, a Material Adverse Effect 
	 	 
	7 	Below are the signatures of each authorised Officer of the Obligor and
      of each other person who is authorised to sign and deliver a Transaction
      Document for the Obligor: 



	 	Name 	Position Held 	Signature 
	 	 	 	 
	 	[insert name] 	[insert position] 	  


__________________________
[Name of person] being 
a
Director of
[Name of Obligor] 


__________________________
[Name of person] being 
a
[Director/Company Secretary] of
[Name of Obligor] 


50





PART B – UK GUARANTOR


	To: 	[Name and address of the Financier]
      (“Financier”) 
	 	 
	Attention: 	[Insert] 


[Date]


[Note: Must be a date no earlier than 5 Business Days before
the drawing of the Loan.]

Verification Certificate – Convertible Bridge Loan Agreement
between Peninsula Energy Limited and Pala Investments Limited dated [ ]
(“Facility Agreement”)

We, [#insert names#] are #directors / a director and company
secretary# of Peninsula Uranium Limited ("PUL"). We refer to the Facility
Agreement. 

The “Definitions and interpretation” clause of the Facility
Agreement applies to this certificate as if it was fully set out in the
certificate. 

We certify as follows:


	1 	Attached to this certificate are true, complete and up-to date copies
      of the following documents: 



	 	(a) 	the certificate of incorporation (and any certificate of incorporation
      on change of name) of PUL and the memorandum of association and articles
      of incorporation of PUL; 
	 	 	 
	 	(b) 	the minutes of a properly convened and held meeting of the board of
      directors of PUL held on [#insert date#] (including the resolutions passed
      at that meeting): 



	 	(i) 	approving and authorising the execution, delivery and performance of
      each Transaction Document to which it is to be a party on the terms and
      conditions of those documents; 
	 	 	 
	 	(ii) 	showing that the relevant board meeting was quorate, that due
      consideration was given by all the relevant directors present of PUL's
      liabilities arising under those documents and that all declarations of
      interest required in connection with any Transaction Document to which it
      is to be a party were made; 
	 	 	 
	 	(iii) 	showing that in considering the transactions contemplated by the
      Transaction Documents to which PUL is party, the relevant meeting had
      regard (among other matters) to the factors referred to in section 172(1)
      of the Companies Act 2006 in each case insofar as they considered such
      factors likely to be affected by or otherwise relevant to those
      transactions; 
	 	 	 
	 	(d) 	resolving that the transactions contemplated by the Transaction
      Documents to which PUL is party would be most likely to promote the
      success of PUL for the benefit of its members as a whole; and 
	 	 	 
	 	(e) 	authorising any director whose name and specimen signature is set out
      in those minutes and below in paragraph 6 to sign or otherwise attest the
      execution of those documents and any other documents to be executed or
      delivered pursuant to those documents; 



	 	(d) 	a resolution signed by the Borrower, as the holder of the entire
      issued shares in PUL, approving the terms of, and the transactions
      contemplated by, the Transaction Documents to which PUL is a party;
  


51 





	 	(e) 	each other Authorisation necessary for PUL to enter into the
      Transaction Documents to which it is a party, to comply with its
      obligations under them and to allow them to be enforced; [and]
  



	 	(#) 	[Each power of attorney under which a person signs a Transaction
      Document for PUL showing evidence of stamping and registration].
  



	2 	Each document attached to this certificate is correct and not
      misleading in any material respect (including by omission) and is in full
      force and effect as at a date no earlier than the date of this
      certificate. 
	 	 
	3 	No Authorisations (other than those attached to this certificate) are
      required for PUL to enter into the Transaction Documents to which it is a
      party, to comply with its obligations under them and to allow them to be
      enforced. 
	 	 
	4 	PUL is not Insolvent. 
	 	 
	5 	There has been no change in its financial position (or if it is
      required to prepare consolidated financial statements, that there has been
      no change in the financial position of the consolidated entity constituted
      by it and the entities it is required to include in the consolidated
      financial statements) since the date to which its Financial Report last
      given to the Finance Parties was prepared which has had, or is likely to
      have, a Material Adverse Effect 
	 	 
	6 	Below are the signatures of each authorised Officer of PUL and of each
      other person who is authorised to sign and deliver a Transaction Document
      PUL: 



	 	Name 	Position Held 	Signature 
	 	 	 	 
	 	[insert name] 	[insert position] 	  


__________________________
[Name of person] being 
a
Director of
Peninsula Uranium Limited


__________________________
[Name of person] being 
a
[Director/Company Secretary] of
Peninsula Uranium Limited 


52





PART C - US GUARANTORS


	To: 	[Name and address of the Financier]
      (“Financier”) 
	 	 
	Attention: 	[Insert] 


[Date]
[Note: Must be a date no earlier than 5 Business
Days before the drawing of the Loan.]

Verification Certificate – Convertible Bridge Loan Agreement
between Peninsula Energy Limited and Pala Investments Limited dated [ ]
(“Facility Agreement”)

I, ______________, am the Secretary of [Peninsula USA Holdings
Inc. / Strata Energy, Inc.] (the “Company”). We refer to the Facility Agreement.


The “Definitions and interpretation” clause of the Facility
Agreement applies to this certificate as if it was fully set out in the
certificate. 

I certify as follows:


	1. 	A properly noticed and convened meeting of the board of directors of
      the Company was held on December __, 2015 (including the resolutions
      passed at that meeting) during which the board of directors:




	 	(a) 	approved and authored the execution, delivery and performance of each
      Transaction Document to which it is to be a party on the terms and
      conditions of those documents; 
	 	 	 
	 	(b) 	with a quorum present, gave due consideration (by all directors
      present) of the Company’s liabilities arising under any Transaction
      Document and that all declarations of interest required in connection with
      any Transaction Document to which it is to be a party were made; 
	 	 	 
	 	(c) 	considered the transactions contemplated by the Transaction Documents
      to which the Company is party in the relevant meeting of the board of
      directors, pursuant to Delaware General Corporations Law, Title 8, Section
      142(a) (8 Del. C. § 142(a)), and considered such factors likely to be
      affected by or otherwise relevant to those transactions with due care, in
      good faith and without of conflicts of interest; 
	 	 	 
	 	(d) 	resolved that the transactions contemplated by the Transaction
      Documents to which the Company is party would be most likely to promote
      the success of the Company for the benefit of its members as a whole; and
    
	 	 	 
	 	(e) 	authorized any director whose name and specimen signature is set out
      below in paragraph 7 to sign or otherwise attest the execution of those
      documents and any other documents to be executed or delivered pursuant to
      those documents. 



	2 	Attached to this certificate are true, complete and up-to date copies
      of the following documents: 



	 	(a) 	the certificate of incorporation (and any amendments thereto) of the
      Company and the bylaws of the Company; 


53






	 	(b) 	a resolution signed by the Borrower, as the holder of the entire
      issued shares in the Company, approving the terms of, and the transactions
      contemplated by, the Transaction Documents to which the Company is a
      party; and 
	 	 	 
	 	(c) 	each other Authorisation necessary for the Company to enter into the
      Transaction Documents to which it is a party, to comply with its
      obligations under them and to allow them to be enforced.




	2 	Each document attached to this certificate is correct and not
      misleading in any material respect (including by omission) and is in full
      force and effect as at a date no earlier than the date of this
      certificate. 
	 	 
	3 	No Authorisations (other than those attached to this certificate) are
      required for the Company to enter into the Transaction Documents to which
      it is a party, to comply with its obligations under them and to allow them
      to be enforced. 
	 	 
	4 	The Company is not Insolvent. 
	 	 
	5 	There has been no change in its financial position (or if it is
      required to prepare consolidated financial statements, that there has been
      no change in the financial position of the consolidated entity constituted
      by it and the entities it is required to include in the consolidated
      financial statements) since the date to which its Financial Report last
      given to the Finance Parties was prepared which has had, or is likely to
      have, a Material Adverse Effect. 
	 	 
	6 	Below are the signatures of each authorised Officer of the Company and
      of each other person who is authorised to sign and deliver a Transaction
      Document for the Company: 




	Name 	Position Held 	Signature 
	[insert name] 	[insert position] 	 






	[Name of
      person] 
	Being the Secretary of 
	[Peninsula USA Holdings Inc. 
	/ Strata Energy Inc.] 



ATTEST:



	[Name of
      person] 
	Being a Director of 
	[Peninsula USA Holdings Inc. / 
	Strata Energy Inc.] 



54





SCHEDULE 6


FORM OF CERTIFICATE


The Convertible Notes covered hereby have not been registered
under the United States Securities Act of 1933, as amended and may not be
offered or sold within the United States or to or for the benefit of United
States persons, except pursuant to an applicable exemption from registration.


PENINSULA ENERGY LIMITED ACN: 062 409
303 


	Certificate number:[  • ] 
	Issue Date:[  • ] 
Maturity
      Date:[  • ] 	Face Value:[  • ] 





We refer to the Convertible Bridge Loan Agreement between
Peninsula Energy Limited (the Company) and Pala Investments Limited
(Pala) dated[  • ] (Convertible Bridge Loan Agreement).
Capitalised terms used but not defined in this notice have the meanings given in
the Convertible Bridge Loan Agreement. 

This is to certify that Pala is the registered holder of a
Convertible Note with a Face Value set out above plus interest accruing in
accordance with the Convertible Bridge Loan Agreement. The Convertible Note is
convertible into Shares in the Company in accordance with the Convertible Bridge
Loan Agreement. The terms of the Convertible Note as set out in clause 6 of the
Convertible Bridge Loan Agreement are deemed to be included or endorsed on this
certificate. 

The Convertible Note is issued with the benefit of, and
subject to the terms and conditions set out in, the Convertible Bridge Loan
Agreement. The Convertible Note is fully transferable in accordance with the
provisions of the Convertible Bridge Loan Agreement providing for assignment of
the Loan by the Lender. 

This Certificate must be returned to the Company for
cancellation on conversion in accordance with the Convertible Bridge Loan
Agreement and in the case of a conversion of less than the Total Convertible
Amount the Company must issue a replacement Certificate for the portion not
converted. If the Certificate is not cancelled on or before the Maturity Date,
it must be returned to the Company on the Maturity Date. 

This certificate and the Convertible Note is governed by the
laws of Western Australia, Australia. 

	DATED:[  • ] 	  
	  	  
	EXECUTED by PENINSULA ENERGY 	) 
	LIMITED in accordance with section 127 of 	) 
	the Corporations Act 2001 (Cth): 	) 



	Signature of director 	 	Signature of director/company secretary 
	 	 	 
	 	 	 
	Name of director 	 	Name of director/company secretary
  


55





SCHEDULE 7 

FORM OF CONVERSION NOTICE 

	TO: 	PENINSULA ENERGY LIMITED (the
      Company) 
	FROM:
      [           ], as Lender
    
	 
	Date:
      [            ], the
      Conversion Notice Date 



	PENINSULA ENERGY LIMITED – US$5,370,000 Convertible
      Bridge Loan Agreement dated [ ] (the Convertible Bridge Loan
      Agreement) 



	1. 	We refer to the Convertible Bridge Loan Agreement and the Convertible
      Note. This is a Conversion Notice. 
	 	 
	2. 	Terms defined in the Convertible Bridge Loan Agreement have the same
      meaning when used in this Conversion Notice. 
	 	 
	3. 	We wish to discharge [all / part of] our entitlement to an interest
      payment [and/or] participation in the principal amount outstanding under
      the Loan in exchange for Shares on the following terms:




	 	(a) 	Loan Conversion Amount: 	[ 	] 
	 	 	 	 	 
	 	(b) 	Interest Conversion Amount: 	[ 	] 
	 	 	 	 	 
	 	(c) 	Conversion Date: 	[ 	] 
	 	 	 	 	 
	 	(d) 	Loan Conversion Price: 	[ 	] 
	 	 	 	 	 
	 	(e) 	Interest Conversion Price: 	[ 	] 
	 	 	 	 	 
	 	(f) 	Loan Conversion Shares: 	[ 	] 
	 	 	 	 	 
	 	(g) 	Interest Conversion Shares: 	[ 	] 
	 	 	 	 	 
	 	(h) 	Transferee: 	[ 	] 



	Date[  • ] 
	 
	 
	Name: 
	Authorised signatory for the Lender



56 




SIGNATORIES 

	Borrower 	 	 
	 	 	 
	EXECUTED by PENINSULA ENERGY 	) 	
	LIMITED in accordance with section 127 of 	) 	
	the Corporations Act 2001 (Cth): 	) 	 
	  	 	 
	Signature of director 	 	Signature of director/company secretary
    
	 	 	 
	 	 	 
	Name of director 	 	Name of director/company secretary

	 	 	 
	Guarantors 	 	 
	 	 	 
	EXECUTED by PM PROSPECTING PTY 	) 	
	LTD in accordance with section 127 of the 	) 	
	  	 	 
	Corporations Act 2001 (Cth): 	) 	
	  	 	 
	Signature of director 	 	Signature of director/company secretary
    
	 	 	 
	 	 	 
	Name of director 	 	Name of director/company secretary

	EXECUTED by PM ENERGY PTY LTD in 	) 	
	accordance with section 127 of the Corporations 	) 	
	Act 2001 (Cth): 	) 	
	  	 	 
	Signature of director 	 	Signature of director/company secretary
    
	 	 	 
	 	 	 
	Name of director 	 	Name of director/company secretary
  


57 






	STRATA ENERGY, INC., 
	a Delaware Corporation 
	 	  
	By: 	
	Its  	
	 	  
	 	  
	 	  
	 	  
	PENINSULA USA HOLDINGS, INC.,

	a Delaware Corporation 
	 	  
	By: 	
	 	





	Executed by PENINSULA URANIUM
      LIMITED 
	acting by and 	 
	  	Director 
	  	 
	  	 
	  	Director / Secretary
  



  58





Lender


Signed by
Pala Investments
Limited
 by


	sign here 	 
	➔	 
	                       	Authorised
    signatory  
	  	 
	print 	 
	name 	 



59