<PAGE>


                           CONVERTIBLE LOAN AGREEMENT



                                     between





PHEMEX ESTABLISHMENT, Altenbach 8, P.O. Box 339, FL-9490 Vaduz
                   

                              (hereinafter referred to as "Lender")

                                    and

SOLV-EX CORPORATION , 500 Marquette N.W. Suite 300, Albuquerque, New Mexico
87102

                                   (hereinafter referred to as "Solv-Ex.")

                                                                


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                                    I N D E X


PREAMBLE

Article                                                            Page No.
-------                                                            --------
1                  DEFINITIONS                                         4
2                  LOAN AMOUNT AND USE OF FUNDS                        6
3                  INTEREST                                            7
4                  REPRESENTATIONS AND WARRANTIES                      7
5                  DRAW DOWN NOTICE AND DISBURSEMENT PROCEDURE        10
6                  CONVERSION AND SHARE CERTIFICATES                  10
7                  COVENANTS                                          11
8                  FEES                                               15
9                  REPAYMENT                                          15
10                 PAYMENTS                                           16
11                 DELAYED PAYMENTS                                   16
12                 SECURITY                                           17
13                 PROTECTION OF ENVIRONMENT                          17
14                 OTHER OBLIGATIONS OF SOLV-EX                       18
15                 CONDITIONS PRECEDENT                               19
16                 COSTS, CHARGES AND EXPENSES                        20
17                 EVENTS OF DEFAULT                                  20
18                 MISCELLANEOUS                                      22


                                                              

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                                    PREAMBLE



A    WHEREAS the Lender is a company incorporated in 1995 under Liechtenstein
     law with its registered office in Liechtenstein; and

B.   WHEREAS Solv-Ex is a company incorporated in New Mexico with one class of
     approximately 23,000,000 Common Shares outstanding which are quoted and
     publicly traded on the NASDAQ Small Cap Market with a total of 30,000,000
     of Common Shares authorized; and

C.   WHEREAS Solv-Ex was formed in 1980 to develop a second generation
     technology to efficiently extract oil from oil sands with small units and
     to co-produce metal and mineral products from fine clays which were in the
     past considered as waste tailings; and

D.   WHEREAS Solv-Ex holds the Bituminous Lease near Fort Murray and the
     management of Solv-Ex has decided to exploit the Bituminous Lease to apply
     its technology and expertise for construction and operation of a production
     facility to initially produce 14,000 barrels of oil and a substantial
     amount of Alumina per day; and

E.   WHEREAS Solv-Ex has successfully completed a significant amount of
     research, development and pilot plant work to develop its process which is
     protected by various patents to extract and upgrade oil from oil sands and
     to market the oil under the registered trademark "PCO"; and

F.   WHEREAS pursuant to the terms and conditions of an Offshore Distribution
     and Sale Agreement dated March 21, 1996, the Lender has exercised its
     rights to provide a loan to Solv-Ex in the amount of USD 33,000,000.-- for
     the construction of a plant to extract and to upgrade the oil from the oil
     sands to be mined from the Lease, thereby allowing Solv-Ex to commence the
     construction of the Project; and

G.   WHEREAS Solv-Ex will secure the Loan in the amount of USD 33,000,000.-- by
     delivering 1,O16,000 restricted Common Shares in Solv-Ex with a share
     transfer form duly signed by

                                                                 3

<PAGE>

     Solvex as a collateral to the Lender and by consenting that the Lender may
     sell said shares if Solv-Ex is in an unremediable default at his
     discretion; and

H.   WHEREAS Solv-Ex and the Lender shall agree that the Loan of USD shall be
     granted at a fixed interest rate of 12% per annum and that the Lender may
     charge the first annual interest payable of USD 3,960,000.-- of the
     Principal and whereas the interest in the second and the third year of the
     Loan shall be paid on a quarterly basis in four equal installments of USD
     990,000 on April 30, July 31, September 30 and December 31 of the
     respective year; and

1.   WHEREAS Solv-Ex and the Lender shall agree that the Principal of USD
     33,000,000.-- shall be convertible into shares in Solv-Ex in whole or in
     part at the option of the Lender on a conversion price of USD 32.50 per
     share at any time until the Principal and all interest shall be repaid in
     full by Solv-Ex to the Lender; and

K.   WHEREAS Solv-Ex shall only be permitted to spend USD 26,400,000.-- of USD
     33,000,000.-- on the financing of the construction of the oil sands co-
     production facility on the Bitumount Lease to commence with the oil
     production under the trademark PCO in early 1997 to generate 14,000 barrels
     of oil per calendar day as well as a substantial amount of alumina;

NOW, THEREFORE, in consideration of the  mutual  promises  and  covenants 
herein  contained,  the Lender and Solv-Ex hereby agree as follows:

                                    ARTICLE 1

                                  DEFINITIONS:


In the context of this Agreement the following terms shall mean:


"Agreement" shall mean this Convertible Loan Agreement.

"Appendices" shall mean Annexes to this Agreement, which shall form an integral
part of this Agreement.

"Business Day" shall mean each day on which banks and foreign exchange markets
are open for business in such places contemplated for the transactions required
by this Agreement.

"Commitment" shall mean USD 33,000,000.-- (thirty three million).

"Common Shares" shall mean fully paid and non assessable Common Shares in 
Solv-Ex, including the Common Shares issued or to be issued hereunder.

                                                                 4


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"Current Assets" shall mean the aggregate of Solv-Ex's cash, marketable
securities, trade and other receivables realizable within one year, inventories
and prepaid expenses which are to be charged to income within one year.

"Current Liabilities" shall mean the aggregate of all liabilities of Solv-Ex
falling due on demand or within one year, including dividends to be disbursed
and the portion of long-term debt falling due within one year, but excluding
liabilities for property, plant and equipment to the extent of the amount of
funds therefore excluded from the calculation of Current Assets.  

"Current Ratio" shall mean the result obtained by dividing Current Assets by
Current Liabilities.  

"Debt" shall mean the aggregate of all obligations of Solv-Ex then outstanding
for the payment or repayment of money, also including:

-    any amounts payable by Solv-Ex under leases or similar arrangements with
     respect to vehicles, plant and equipment over their respective periods; 

-    any credit to Solv-Ex from a supplier of goods or under any instalment
     purchase or other similar arrangement; and

-    the aggregate amount at that time outstanding liabilities and obligations
     of third parties to the extent that they are guaranteed by Solv-Ex.

"Drawdown Date" shall mean the date upon which the Commitment is made available
to Solv-Ex.  

"Equity" shall mean shareholders' equity, effectuated in accordance
with the GAAP of the United States certified by the Auditors and approved by
Solv-Ex.

"Exercise Price" shall mean USD 32.50 for each Common Share in Solv-Ex which are
held in escrow by the Escrow Agent on behalf of Solv-Ex and the Lender.

"Expiry Date" shall mean April 15,1999, 4 pm.

"GAAP" shall mean the American Generally Accepted Accounting Principles,
consistently applied.  

"Interest Payment Date" shall mean on the same day as the Drawdown was presented
in each year.  Should this date not fall on a Business Day, the Interest Payment
Date will be the first Business Day thereafter.

"Interest Rate" shall mean 12% per annum on the Principal of USD 33,000,000.--
throughout the Loan Period calculated from the Drawdown Date.

"Interest Period" shall mean the period from, and including, the day of
disbursement and ending on the day immediately and including, subsequent
Interest Payment Dates and ending on the day immediately before the Interest
Payment Dates thereafter.

"Interest Payment Date" shall mean that the interest for the first year of USD
3,960,000.-- shall be paid in advance and may be deducted from the Principal of
USD 33,000,000.-- by the Lender and whereas the interest in the second and the
third year of the Loan shall be paid on a quarterly basis in four equal
installments of USD 990,000.-- on April 30, July 31, September 39 and December
31.  

"Loan" shall mean the funds made available to Solv-Ex under this Agreement and
any portion thereof.
                                                                 5


<PAGE>

"Net Worth" shall mean the difference between net assets and net liabilities.

"Pledge over Shares" shall mean that the 1,O16,000 Common Shares which will be
granted by Solv-Ex as a collateral to the Lender shall, with all dividends and
bonuses and all rights and benefits attached, thereon constitute a continuing
security to the Lender for the Repayment of the principal and all interest on
the Loan.

"Principal" shall mean USD 33,000,000.--.

"Project" shall mean the investment as set out in the Business Plan of Solv-Ex
which describes a plant to extract 14,000 barrels of oil to be upgraded into
marketable heavy crude oil and whose estimated cost shall amount to USD
125,000,000.--.

"Project Completion Date" shall mean September 30,1997.

"Repayment Date" shall mean the date prior to which the Lender converts the
Principal or the repayment of USD 33,000,000.-- on April 30, 1999 into shares in
Solv-Ex.

"Right of Conversion" shall mean the right of the Lender to convert a part or 
all of USD 33,000,000.- into 1,O16,000 Common Shares in Solv-Ex which are 
held by the Lender by submitting a written statement that he is converting 
the Loan into 1,O16,000 Common Shares in Solv-Ex and by sending the 
certificate of 1,O16,000 of the Common Shares in Solv-Ex for reregistration 
to the transfer agent of Solv-Ex in order that a new certificate shall be 
issued to an entity to be identified by the Lender.  

"Security Documents" shall mean the transfer form duly executed by Solv-Ex that
the certificate of 1,O16,000 shares of Common Shares in Solv-Ex may be
transferred and are to be reregistered by the transfer agent of Solv-Ex.

"Securities Exchange Act" shall mean the Securities Exchange Act of the United
States of 1934.  

"Securities and Exchange Commission" shall mean the Securities
and Exchange Commission of the United States.

"USD and US Dollars" shall mean the lawful currency of the United States of
America.

                                    ARTICLE 2

                          LOAN AMOUNT AND USE OF FUNDS

The Lender undertakes to provide Solv-Ex with a loan of USD 33,000,000.--
(thirty three million United States Dollars) and Solv-Ex shall accept this Loan
on the following terms and conditions.  The Lender will disburse 26,400,000.--
to Solv-Ex.  Solv-Ex hereby approves that the commission of 7 % of Fiba Nordic
Securities (UK) Ltd., the cost for setting. up this Loan Agreement of 1 % and
the interest for the first year may be deducted and paid by the Lender directly.

                                                                 6


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                                    ARTICLE 3

                                    INTEREST

3.1  Solv-Ex shall pay interest at the rate of 12% p.a. (twelve per cent per
     annum) on loan balances outstanding after the signing of this Agreement.

3.2  Interest will be owed from the day of disbursement of the Loan and is
     debited until the day immediately before repayments are credited to the
     Lendees account.

3.3  Interest for the first year of USD 3,960,000.-- shall be paid in advance
     and may be deducted from the Principal of USD 33,000,000.-- by the Lender,
     in the second and the third year the interest shall be paid on a quarterly
     basis in four equal instalments of USD 990,000.-- on April 30, July 31,
     September 39 and December 31.  For the purpose of calculating interest
     payable, a year shall comprise 360 days and a month shall comprise 30 days.
     Interest payable in respect of each calendar day shall be calculated by
     dividing annual interest due by 360.

3.4  Interest shall be payable by Solv-Ex without deduction or retention of any
     present or future tax liabilities, charges or official payments whatsoever,
     except where such deduction or retention is prescribed by law.  In such
     cases, Solv-Ex shall make an additional payment to the effect to fully
     compensate the deducted or retained amount.

                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

4.1  Solv-Ex is a corporation duly incorporated and in good standing under the
     laws of the jurisdiction of New Mexico, is duly authorized to transact
     business in each jurisdiction in which its business is conducted, and is
     duly authorized and empowered by its corporate bodies to complete the
     transactions herein.  Solv-Ex hereby assures that all corporate action
     required on its part to complete the transactions herein contemplated have
     been duly and effectively taken.

4.2  Solv-Ex has by proper corporate action authorized and reserved the number
     of unissued shares of Common Stock of the Company required for the
     conversion of the the Debt into Common Shares in Solv-Ex.  This Convertible
     Loan Agreement will be a valid and enforceable obligation of Solv-Ex and
     Solv-Ex warranties that it is in accordance with its Corporate Charter,
     Bylaws, or any other agreement entered by Solv-Ex and that the terms of
     this Agreement do not violate any provision of Law.

                                                                 7


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4.3  Solv-Ex has furnished to the Lender Financial Statements of 1993, 1994,
     1995 and other disclosure information contained in the documents referred
     to hereinafter.  Solv-Ex hereby represents and warrants that the Annual
     Financial Statements which were established by consistently applying the
     GAAP and the documents hereinafter referred to are true, complete and
     accurate as at the date thereof:

     (a)  Annual report on Form 1O-K for the year ending June 30, 1995:

     (b)  Quarterly reports on Form 1O-Q for the quarters ending September 30,
          1995 and December 31, 1995;

     (c)  Current reports on Form 8-K and press releases dated subsequent to
          June 30, 1995;

     (d)  Business Plan describing the Project and containing certain forward-
          looking information which is subject to the qualifications stated
          therein.

4.4  Solv-Ex hereby warrants, that there has been no material adverse change in
     the condition, financial or otherwise, of the Company and its subsidiaries
     taken as a whole since December 31, 1995.

4.5  Solv-Ex hereby warrants, directly or indirectly through related parties,
     that it has good title, free and clear of all liens and encumbrances to all
     material real estate, plants, fixed property and to all other properties
     and assets reflected on Solv-Ex's financial statements other than as
     disposed of in the ordinary course of business since the date of such
     financial statements.

4.6  Further Solv-Ex warranties that it is not in material default under any
     indenture, mortgage, deed of trust, agreement or other instrument to which
     it is a party or by which it may be bound.  Neither the execution and
     delivery of this Agreement or any instrument or document to be delivered
     under this Agreement, the completion of the transactions contemplated
     herein or therein, nor compliance with the provisions hereof and thereof,
     will: violate any law, regulation, order, or decree; nor will they conflict
     with, or result in the breach of, or constitute a default under, any
     indenture, mortgage, deed of trust, agreement, or other instrument to which
     Solv-Ex is a party or by which it is bound; nor will they result in the
     creation or imposition of any lien, charge, or encumbrance upon any of the
     Company's
                                                                 8


<PAGE>

     property thereunder; or violate any provision of the Company's
     Articles, Certificate of Incorporation, or Bylaws.

4.7  Solv-Ex holds valid leases covering the use or occupancy of all
     property or assets used in its respective businesses and none of said
     leases is in default.  Solv-Ex warranties that it shall not encumber
     or dispose in any kind of the Bituminous Lease 7276120TO5 without the
     previous written consent of the Lender.  The Lender shall only
     withhold such a consent with proper cause if Solv-Ex wants to encumber
     said lease to set up the rest financing to finalize the Project.

4.8  Solv-Ex warranties that it is not a party to any agreement or
     instrument or subject to any corporate restriction (including any
     restriction set forth in its Articles or Certificate of Incorporation)
     materially and adversely affecting its operations, business,
     properties, or financial conditions.

4.9  Solv-Ex possesses all the material trademarks, trade names,
     copyrights, patents, licenses, permits (including those for
     environmental compliance) or rights, adequate for the conduct of its
     respective business, in particular, extraction of minerals and other
     resources in the United States and any other country, as now conducted
     and presently proposed to be conducted, without conflict with the
     rights or claimed rights of others.

4.10 Solv-Ex hereby warranties that there is no litigation, legal or
     administrative proceedings, investigation or other action of any
     nature pending or, to its knowledge, threatened against or affecting
     it which involves the possibility of any judgment or liability not
     fully covered by insurance or which may materially and adversely
     affect any of the assets of Solv-Ex or its respective rights to carry
     on business as now conducted.  Solv-Ex has disclosed to the Lender
     certain documents regarding an ongoing investigation of the Securities
     and Exchange Commission about the trading or issuance of Common Shares
     in Solv-Ex.

4.11 No action of, or filing with, any governmental or public body or
     authority is required to authorize, or is otherwise required, in
     connection with the execution, delivery, and performance of this
     Agreement or any instrument or document to be delivered pursuant to
     the Agreement, except that the filing with respect to the capital
     structure must be reported to the Securities and Exchange Commission
     of the United States and Nasdaq immediately after having executed this
     Agreement.  Solv-Ex shall document the Lender with a certified copy of
     its filing of this Agreement to the Lender within five business days
     after compilation of such filing.
                                                                 9


<PAGE>

4.12  All federal, state and other tax returns and reports of Solv-Ex
      required by United States law to be filed, have been duly filed and
      all federal, state and other taxes, assessments, fees and other
      governmental charges (other than those presently payable without
      penalty) imposed upon Solv-Ex or the properties or assets of Solv-Ex
      which are due and payable have been paid.

4.13  Neither Solv-Ex nor any agent acting on its behalf has offered the
      common stock underlying this Convertible Loan Agreement to any person
      or persons other than the Lender.

4.14  Solv-Ex shall inform the Lender promptly and in writing of any change
      in the aforementioned representations.


                                ARTICLE 5

               DRAW DOWN NOTICE AND DISBURSEMENT PROCEDURE

5.1.  The Loan of USD 33,000,000.-- will be disbursed in one payment of USD
      26,400,000.-- as described in Article 2 of this Agreement upon
      presentation of a draw down notice by Solv-Ex.  The Commitment shall
      be made available to Solv-Ex in one amount five days after the
      presentation of a Drawdown Notice to an account specified by the
      Lender.

5.2.  A drawdown notice shall only be valid if it corresponds to the
      contents of Appendix 2 of this Agreement and its submission to the
      Lender represents the last condition precedent to disbursement.

                                    ARTICLE 6

                        CONVERSION AND SHARE CERTIFICATES

6.1  The Principal shall be convertible at the option of the Lender into Common
     Shares of Solvex based on an exercise price of USD 32.50 per share at any
     time until the termination of this Agreement.

6.2  Solv-Ex warrants that by proper action of its Board of Directors it has
     appropriated and reserved the number of the now authorized and unissued
     shares in Solv-Ex's Common Stock to allow the conversion of the Convertible
     Debt of USD 33,000,000.-- upon a written statement into 1,016,000 Common
     Shares in Solv-Ex.  Solv-Ex shall irrevocably instruct its transfer agent
     to reregister the certificate of 1,O16,000 of the Common Shares in Solv-Ex
     to 

                                                               10


<PAGE>

     issue and send a new certificate to an entity to be identified by the
     Lender within seven business days after having received the certificate
     provided as a collateral for this Loan of 1,O16,000 Common Shares in 
     Solv-Ex for exchange.

6.3  Whenever Solv-Ex will issue shares of its common stock for no consideration
     (such as in the case of a stock split or stock dividend) or whenever 
     Solv-Ex will reclassify the shares into a smaller number of shares (such
     as in the case of a reverse stock split), then, upon such issue or
     reclassification, the conversion price shall be reduced (or increased in
     the case of a reverse stock split or similar actions which result in a
     lesser number of shares outstanding) by multiplying the conversion price
     immediately prior to the transaction requiring the adjustment by a fraction
     of which the numerator shall be the number of Common Shares outstanding
     immediately prior to such transaction and the denominator shall be the
     total number of Common Shares outstanding immediately after such
     transaction.  For the purpose of this provision, the Common Shares
     outstanding shall include shares held by Solv-Ex if such dividend,
     distribution, combination or subdivision is made with respect to, or
     affects, such shares.  The certificate of any firm of independent public
     accountants of recognized standing selected by the Board of Directors of
     Solv-Ex shall be conclusive evidence of the correctness of any computation
     made.

6.4  If Solv-Ex shall consolidate or merge with or into any other corporation or
     shall sell all or substantially all of its property as an entirety, lawful
     provision shall be made a part of the terms of such transaction that the
     Lender may then or thereafter, upon exercise thereof, receive in lieu of
     each Common Share issuable to them upon such exercise and with the same
     protection against dilution (all as herein provided) the same kind and
     amount of stock (and other securities and assets, if any) as may be
     issuable or distributable upon such transaction with respect to each
     outstanding Common Share, and after such transaction the conversion rights
     of the Lender shall be merely to receive upon exercise thereof such stock
     (and other securities and assets, if any).  Upon the conversion of the
     Convertible Debt, Solv-Ex shall not issue a fractional share but shall 
     issue the largest number of full shares obtainable upon such conversion 
     and no account shall be taken of any right in respect of a fractional 
     share.


                                   ARTICLE 7

                                   COVENANTS

7.1  Solv-Ex will duly and punctually pay the principal and interest on the
     dates and in the manner provided in this Loan Agreement.

                                                                 11



<PAGE>

7.2  Solv-Ex will provide to the Lender financial and other material information
     concerning operations, especially all information and documents regarding
     the Investigation with the Securities and Exchange Commission and any other
     investigating governmental authorities to which it has access or to which
     it will have access.

     (a)  as soon as practicable, two copies of each annual and interim
          financial and other report or communication sent by the Company to its
          shareholders or filed with the Securities and Exchange Commission;

     (b)  as soon as practicable, two copies of every press release and every
          material news item and article in respect of the corporate affairs of
          the Company which is released for publication by the Company; and

     (c)  such additional non-confidential and readily available documents and
          information with respect to Solv-Ex and its business affairs and the
          business affairs of any Subsidiaries as the Lender may request from
          time to time in writing.

7.3  Solv-Ex will pay promptly and discharge all taxes lawfully levied or
     imposed, pay when due all lawful claims for liabilities which if unpaid
     would by law be a lien or charge upon the property of Solv-Ex or lead to
     the suspension of the business of Solv-Ex; provided, however, that nothing
     herein shall require it to make any such payment or compliance so long as
     it is in good faith and by appropriate proceedings diligently conducts
     contests of its obligation to do so, if such reserve as shall be required
     by Generally Accepted Accounting Principles shall have been made therefore,
     and if such contest will not result in the forfeiture or loss of any
     property of Solv-Ex.

7.4  Solv-Ex will maintain insurance with financially sound and reputable
     insurers, with respect to its properties and business against such
     casualties and contingencies, and in such types and amounts as may be
     required by the Lender from time to time.  Schedules of all insurance of
     Solv-Ex and each Subsidiary will be submitted to the Lender within 30 days
     after signing of this Agreement.  Such schedules will contain a description
     of the risks covered, the amounts of insurance carried on each risk, the
     name of the insurer and the cost of such insurance to Solv-Ex.  Solv-Ex
     shall be obliged to insure the production plant reflecting its cost.

                                                                 12

<PAGE>

7.5  Solv-Ex will, at all times, keep, and will cause each of its subsidiaries
     to keep true and complete books and records in connection with its assets
     and operations, in accordance with GAAP.

7.6  Solv-Ex will maintain in good repair, working order and condition all
     properties used and useful in the business of Solv-Ex and make all such
     repairs, renewals, replacements, additions and improvements thereto as may
     be needed and appropriate.

7.7  Solv-Ex will maintain its status as a reporting company and will continue
     to file reports as required by Sections 12 and 13 of the Securities
     Exchange Act of 1934.  Solv-Ex will furnish to the Lender a copy of any
     report filed with the Securities and Exchange Commission pursuant to said
     Sections within 5 business days after filing such reports with the
     Securities Exchange Commission.  Solv-Ex undertakes to furnish the Lender
     with all the relevant information and documents regarding all
     communications with the Securities and Exchange Commission.

7.8  Solv-Ex shall maintain the following ratios and tangible net worth:

     (a)  Current assets divided by current liabilities (as reflected in the
          financial statements contained in any report filed with the Securities
          and Exchange Commission) shall not be less than 1.2.

     (b)  Net Worth (shareholders equity) divided by total indebtedness (not
          including contingent indebtedness) (as reflected in the financial
          statements contained in any report filed with the Securities and
          Exchange Commission) shall not be less than 1.

     (c)  Tangible Net Worth (shareholders' equity) as reflected in the
          financial statements contained in any report filed with the Securities
          Exchange Commission shall not be less than USD 5,000,000.

7.9       Solv-Ex shall conduct, directly or indirectly through any subsidiary,
          only those businesses and activities in which Solv-Ex is presently
          actively engaged, or which are disclosed in the Business Plan referred
          to in Section 4.2(d) hereof.

7.10      Solv-Ex will promptly furnish on request of the Lender such
          information as may be reasonably necessary to determine whether (a) it
          is complying with its covenants and
                                                                 13


<PAGE>

          agreements contained in the Loan Agreement, (b) an event of default
          has occurred hereunder at any time.

7.11      Solv-Ex will permit, at such reasonable times as will not unreasonably
          interfere with the conduct of the business, the Lender or any of the
          Lender officers, employees or designated representatives to visit and
          inspect any property of Solv-Ex and make available for inspection or
          copying to any such officer, employee or designated representative any
          of Solv-Ex's books and records.  A designated officer of Solv-Ex will
          discuss with the Lender, or any of the Lender's officers, employees
          or designated representatives, any of the affairs, finances and
          accounts at such reasonable times and as often as the Lender may
          reasonably request.

7.12      No default exists with respect to any indebtedness of Solv-Ex or its
          subsidiaries for borrowed money or any agreement or indenture relating
          thereto.

7.13      Solv-Ex shall make full and timely payment of the principal and
          interest and duly comply with all terms and covenants contained
          pursuant to this Agreement.

7.14      Solv-Ex shall, at its own expense, upon Lender's request, duly execute
          and deliver to the Lender all further instruments and do, and cause to
          be done, all further acts necessary and proper, in the Lender's
          opinion, to carry out more efficiently the provisions and purposes of
          this Agreement.

7.15      Solv-Ex undertakes with the Lender as from the date hereof and for so
          long as any amounts are owned by Solv-Ex to the Lender hereunder that
          it will and shall procure that:

a)        Solv-Ex shall not make any advances except in the ordinary course of
          business or make any loan other than to a subsidiary (if any) without
          the previous written consent of the Lender.  The Lender shall only
          withhold such approval with proper cause.

b)        Solv-Ex shall not raise a Loan except with the previous written
          consent of the Lender.  The Lender approves by consenting to a further
          debt financing of Solv-Ex to finalize the Project that his claim shall
          be subordinated thereto.  The Lender may shall only withhold such
          approval with proper cause.

                                                           14


<PAGE>

c)   Solv-Ex or its subsidiaries shall not, without the previous written consent
     of the Lender, incur or secure by way of any of its assets any
     indebtedness; the Lender may not withhold such approval unreasonably.

d)   Solv-Ex shall not directly or indirectly purchase, acquire, redeem or
     retire any shares of its Common Shares outstanding other than to accept
     shares in payment of the exercise price for stock options granted by 
     Solv-Ex in accordance with the terms of such options.

e)   Solv-Ex shall not pay any dividends in any fiscal year, including the
     current year (other than dividends payable solely in its shares) except
     with the written consent of Lender.  The Lender may shall only withhold
     such approval with proper cause.

f)   Solv-Ex shall not consolidate or merge with, or purchase, all or a
     substantial part of the assets of any corporation, firm, association or
     enterprise, or sell, lease or otherwise transfer any assets or other than
     in the normal course of its business, except that this restriction shall
     not prevent any subsidiary of Solv-Ex (now existing or hereafter formed)
     from liquidation into or merger with Solv-Ex or with another subsidiary
     provided that in any merger involving Solv-Ex, Solv-Ex shall be the
     surviving corporation.  This restriction shall not be deemed to preclude
     Solv-Ex for entering into a joint venture or similar arrangement to obtain
     financing of the Project provided it has received the previous written
     consent of the Lender.  Such consent shall not be withheld without proper
     cause.

                                    ARTICLE 8

                                      FEES

     Solv-Ex shall pay a one time commitment fee on the aggregate Loan of 1%
     p.a., after signing of this Agreement and it hereby approves that USD
     330,000.-- are charged by the Lender on the disbursement of the Loan.


                                    ARTICLE 9

                                    REPAYMENT


9.1  Solv-Ex shall repay the Loan of USD 33,000,000.-- in one instalment on
     April 15, 1999, if the Lender has not previously exercised his right to
     convert the Principal into shares in Solv-Ex at the Exercise Price.

                                                                 15


<PAGE>

9.2.      Provided that the Lender has made use of his Right of Conversion no
          repayment shall become due under this Agreement.

                                   ARTICLE 10

                                    PAYMENTS

10.1      Payment obligations of Solv-Ex arising from this Agreement are
          satisfied only if and in so far as, after deduction of all costs and
          expenses, the respective amounts are credited not later than 9:00 a.m.
          local time on their due dates to the Lender's bank account in United
          States Dollars which shall be nominated to Solv-Ex not later than 7
          days prior to the respective obligation falling due.

10.2      The setting off of counterclaims against the Lender's claims arising
          from this Agreement as well as Solv-Ex's right to withhold payments
          shall not be permitted.  This shall not apply to the setting off of
          Solv-Ex's claims that are undisputed or that have been adjudicated
          upon without recourse.

10.3      In so far as Solv-Ex's payments do not satisfy all due obligations,
          the Lender may determine to which obligations they shall be applied.

10.4      Should Solv-Ex be compelled by legal regulations to make lesser
          payments than are due or payments in a currency other than that
          contracted, it shall be obliged to make further payments until the
          contracted sum has been reached and, in the case of payment in a
          currency not specified in this Agreement, shall be obliged to pay the
          difference between the contracted amount and the equivalent in United
          States Dollars of the amount paid converted at the same time.


                                    ARTICLE 11

                                DELAYED PAYMENTS

11.1       For repayments which are not made on their due dates, additional 
           interest of 5% p.a.,calculated from such due date to the date of 
           payment, shall be payable.  The payment has to be effected on the 
           next Interest Payment Date.

                                                                 16


<PAGE>

11.2      ln the event that interest due to the Lender is not paid, Solv-Ex 
          shall be obliged to make a penalty payment to the Lender.  By way 
          of penalty payment, Solv-Ex shall pay the Lender an amount 
          equalling interest on the delayed payments for the period of their 
          delay at a rate being five percentage points above the interest 
          agreed.
          
                                   ARTICLE 12

                                    SECURITY


12.1      Solv-Ex assures that its assets as specified in the afore-mentioned
          financial statements which form Appendix 3 hereto are not pledged by 
          any other charges than those mentioned in such financial statements 
          provided to the Lender.

12.2      Solv-Ex shall not pledge its assets or part thereof without the
          Lender's prior consent in writing.  The Lender may not withhold such 
          consent unreasonably.

12.3.     Solv-Ex shall provide certificates of 1,016,000 Common Shares in 
          Solv-Ex as a collateral of the Loan of the Lender.  The Lender and 
          Solv-Ex hereby agree that the l,Ol6,000 Common Shares in Solv-Ex may
          be sold by the Lender in accordance with the applicable laws if 
          Solv-Ex will not remove the occurrence of a default within 30 days and
          Solv-Ex hereby approves that the Lender may compensate the returns of
          such sale against the principal and the interest due.

12.4      At the Lender's request, Solv-Ex shall, at any time during the
          effectiveness of this Agreement, create and register in favour of 
          the Lender securities over such of its assets as the Lender will 
          specify to cover the balance then outstanding of the Loan plus 
          interest and other claims as stipulated in this Agreement.  If the 
          Lender has asked for more security, Solv-Ex shall have the right to 
          prepay the Loan in one instalment to the Lender within 30 days after 
          such request was received.

                                   ARTICLE 13

                            PROTECTION OF ENVIRONMENT


Solv-Ex undertakes to put in place at any time measures necessary to ensure
environmental protection and occupational health and safety in accordance with
the specific Environmental Regulations of the Province of Alberta and Canada in
particular to ensure that

                                                          17


<PAGE>

a)   the special protection measures mentioned in the Project Description are
     properly implemented and maintained;

b)   plans as set out in the Project Description are developed and implemented
     for the environmental improvement of the existing installations;

c)   the necessary measures are promptly taken to protect against environmental
     dangers which arise or become known at a later date;

d)   the Lender receives annual reports on the performance of Solv-Ex's plant
     concerning environmental protection on occupational health and safety and
     containing such detailed information as set out in the Project Description;

e)   the Lender is notified forthwith of unusual events concerning the
     environment or occupational health and safety and special measures taken.

                                   ARTICLE 14

                          OTHER OBLIGATIONS OF SOLV-EX

14.1      Solv-Ex undertakes:

          a)   to implement the Project in strict conformity with the Project
               Description, to carry out its business activities in general in
               accordance with accepted principles of care, prudence and
               commercial practice as well as in conformity with commercial,
               financial and technical standards in force, and to retain
               sufficient qualified personnel;

          b)   to obtain all consents, permissions, approvals, licences and
               authorizations from, among others, authorities, shareholders and
               creditors, and, where necessary to keep them in force and to
               renew them as required by the applicable laws, statutes,
               regulations and agreements in order to fulfil this Agreement and
               not to breach the terms of such consents, permissions, approvals,
               licences and authorizations;

          c)   to provide the Lender at any time upon request with any
               information about itself and its business activities and to
               provide copies of requested documents and papers (including
               correspondence, contracts, minutes of meetings);

          d)   to permit access for the Lendees authorized representatives to
               its business and works premises at any time during normal working
               hours as well as inspection and
                                                                 18


<PAGE>

               examination of its financial records and all business papers and
               documents, if Solv-Ex does not comply with an obligation under 
               this Agreement;

          e)   to ensure that its obligations under this Agreement are always
               given at least equal treatment to those of other creditors as set
               out in the Project Description with respect to their fulfilment
               and security, in particular not to undertake early repayment of
               other loan or credit liabilities without the prior written
               consent of the Lender.

          f)   to sign a Registration Rights Agreement if the Lender will have
               used his right to convert this Loan into 1,016,000 Common Shares
               in Solv-Ex.  Provided, however, that no such Registration Right
               Agreement shall be required the Lender shall receive a legal
               opinion of a legal counsel admitted to practicefin the United
               States paid by Solv-Ex that the shares are otherwise marketable 
               in an equal manner in the United States under Regulation S
               promulgated under the Securities Act of 1933 within 90 days
               following transfer of the Common Shares of the Lender or another
               exception for registration requirements to be available under
               said act.

14.2      If Solv-Ex decides to market the technology in Europe Solv-Ex shall
          provide the exclusive right to the Lender to market the technology 
          used within the Project in Europe.  Solv-Ex shall provide a complete 
          list of all patents and a full decription of the technology used to
          the Lender within 30 days after the signing of this Agreement.

                                   ARTICLE 15

                              CONDITIONS PRECEDENT

15.1      The obligation of the Lender to make the Loan available is 
          conditional upon the Lender having received in form and substance 
          satisfactory to itself and its legal advisers:

          a)   Execution of this Agreement and and all Appendices hereto

          b)   Delivery of a Certificate of 1,016,000 Common Shares in Solv-Ex
               as well as a Stock Transfer form, duly executed by Solv-Ex
               together as a Collateral to the Lender.

          c)   Drawdown Notice of Solv-Ex

                                                                 19

<PAGE>

15.2      Solv-Ex shall deliver the Certificate of 1,016,000 Common Shares in
          Solv-Ex as well as a Stock Transfer form, duly executed by Solv-Ex to
          the Lender on April 15, 1996.  The Lender shall duly sign this
          Agreement on April 18, 1996.


                                   ARTICLE 16

                           COSTS, CHARGES AND EXPENSES

     Solv-Ex shall bear the costs, taxes, fees and other charges and expenses
     incurred in connection with the conclusion and implementation of this
     Agreement, and the Registration Right Agreement, in particular those with
     respect to the issue, the creation registration, enforcement and, if
     necessary, the cancellation of securities, with the disbursement of the
     Loan, the transfer and remittance of all payments to be made under this
     Agreement and with pursuance and enforcement of rights in connection with
     this Agreement.

                                   ARTICLE 17

                                EVENTS OF DEFAULT

17.1      Each of the following events shall be an Event of Default:

(a)       any principal of, or interest on, the Loan or any other amount due
          under this Agreement is not paid upon the due date for payment
          thereof;

(b)       there is a material (in the sole opinion of the Lender) default on the
          part of Solv-Ex under any of the provisions of this Agreement (other
          than a) above) which (if in the sole opinion of the Lender it would be
          capable of being remedied) is not remedied within 30 days after notice
          to Solv-Ex requesting action to remedy such default;

c)        any representation made by Solv-Ex in this Agreement or any notice,
          certificate, or written statement delivered or made pursuant hereto
          proves to be misleading or materially incorrect or inaccurate when
          made;

d)        the Lender's funding is declared due for repayment prior to the stated
          maturity thereof as a result of the occurrence of an event of default
          under the Loan Agreement;

e)        a distress or other execution is levied upon or against any
          substantial part of the property of Solv-Ex and is not discharged
          within 30 days, unless such distress or execution is contested

                                                                 20


<PAGE>

          in good faith by Solv-Ex in appropriate proceedings diligently pursued
          which protect Solv-Ex's interest in such property;

f)        an order of a competent court or an event analogous thereto shall be
          made, or any effective resolution shall be passed, with a view to the
          bankruptcy, composition proceedings, liquidation or winding-up of
          Solv-Ex;

g)        Solv-Ex is unable or admits its inability in writing to pay its lawful
          debts as they mature, or makes a general assignment for the benefit of
          its creditors;

h)        Solv-Ex ceases or threatens to cease to carry on its business or
          dispose or threatens to dispose of a substantial part of its business,
          properties or assets or of any portion of the Lendees share holding to
          any acquiror other than the Lender, or the same are seized or
          appropriated for any reason;

i)        the Articles of Incorporation and/or Bylaws (if any) of Solv-Ex are
          modified in any material way (in the sole opinion of the Lender)
          without the prior consent in writing from the Lender;

k)        any license, consent, permission or approval required in connection
          with the implementation, maintenance and performance of this Agreement
          is revoked, terminated of modified in a manner unacceptable to the
          Lender;

l)        two or more of the 5 key employees of Solv-Ex should resign their
          positions during the Loan Period and their positions are not filled by
          persons of a comparable competence acceptable to the Lender (such
          approval must not be withheld unreasonably) within 3 months of the
          date of the relevant resignation.

m)        a material adverse change occurs in the financial condition of 
          Solv-Ex, by way of the operation, equity or result of Solv-Ex 
          deteriorating to such extent that more than 50 % of Solv-Ex's Equity
          has been lost at any time during the Loan Period and provided that 
          the earnings of Solv-Ex at that time, in the reasonable opinion of 
          the Lenders and Solv-Ex's auditors, make it unlikely that such equity
          will be regained within a period of six months.

17.2      Upon the occurrence of any Event of Default referred to in this Clause
          and so long as such Event of Default continues, the Lender may, and in
          case of default as set forth in Subclause of this Agreement, shall
          accelerate the Loan and the Lender shall forthwith notify Solv-Ex in
          writing that the entire amount of the Loan outstanding together with
          interest and all other

                                                                 21

<PAGE>

     amounts outstanding under this Agreement shall become immediately due and
     payable, and failing full repayment of all amounts then outstanding to the
     Lender the Certificate of 1,016,000 of Common Shares in Solv-Ex may be sold
     by the Lender at his discretion and compensated towards the Principal of
     Solv-Ex.

                                   ARTICLE 18

                                  MISCELLANEOUS


18.1      All communications in connection with this Agreement shall be sent in
          writing in English to the following addresses:

          SOLV-EX Corporation:
          500 Marquette NW, Suite 300
          Albuquerque
          New Mexico 87102

          Phemex Est.
          Altenbach 8
          Postfach 339
          FL-9490 Vaduz

          Each party hereto undertakes to notify the other party of any change
          of address.


18.2      Solv-Ex shall not assign or transfer, pledge or mortgage any rights
          under this Agreement.


18.3      Any modification or amendment of this Agreement must be in writing.


18.4      Should any of the provisions of this Agreement be void for whatsoever
          reason, the validity of the remaining provisions shall thereby not be
          affected.  In such case the parties to this Agreement shall, without
          any delay, replace the ineffective provision by a legally effective
          one which in its consequences shall approximate the ineffective
          provision as closely as possible.


18.5      In case the Lender does not exercise any right to which it is entitled
          under this Agreement, such an omission shall not be considered to
          constitute a waiver of such right.


18.6      This Agreement shall be effective upon the date first above written
          and shall remain binding as long as any amount is due to the Lender.


18.7      This Agreement shall be governed by, and construed in accordance with,
          the laws of the United Kingdom.

                                                               22


<PAGE>

18.8      Exclusive jurisdiction in connection with this Agreement lies with the
          competent courts of the City of London.  Notwithstanding anything to
          the contrary, the Lender may have recourse to any competent court or a
          court of arbitration established in accordance with the rules and
          regulations of the International Chamber of Commerce, Paris, whose
          award shall be final and binding.

IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized
representatives, have caused this Agreement to be signed in their respective
names as of the day and year first above written.


The LENDER: Phemex Est.

[Signature illegible]
-----------------------------------------



SOLV-Ex Corporation

Herbert M. Campbell II
-----------------------------------------

                                                                        23

<PAGE>


From:      Solvex Corporation

To:        Phemex Establishment





Dear Sirs,

We refer to the Convertible Loan Agreement (the "Loan Agreement") dated April
16, 1996 and made between ourselves as Borrower and yourselves as Lender.  Terms
defined in the Loan Agreement shall have the same meaning in this notice.

We hereby give you notice that pursuant to the Loan Agreement and on (date of
drawing), we wish to drawdown the Loan upon the terms and subject to the
conditions contained therein.

We confirm that at the Drawdown Date all statements of the Loan Agreement are
true and that no event which is or may become (with the lapse of time or the
giving of notice or both) one of those Events of Default specified in the Loan
Agreement has occurred.

Payment instructions:

                            NORWEST BANK ALBUQUERQUE
                               ABA NO. 107002192
                             ACCOUNT NO. 1060172364



                               Yours faithfully,

                              Solv-Ex Corporation


                                 [Name illegible]
                         -------------------------------
                               authorised officer

                                 April 16, 1996