Exhibit 10.2


 


THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL
SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


STAR MOUNTAIN RESOURCES,
INC.


 


SENIOR SECURED, CONVERTIBLE,
REDEEMABLE DEBENTURE


 


	Dated as of: March 31, 2016	 	Principal Amount: $3,000,000.00
	Effective Date: June 28, 2016	 	 
	Maturity Date: June 28, 2017	 	 


 


This
SENIOR SECURED, CONVERTIBLE REDEEMABLE DEBENTURE (the “Debenture”) is issued, dated as of March 31, 2016 and
effective as of June 28, 2016 (the “Effective Date”), by STAR MOUNTAIN RESOURCES, INC., a corporation incorporated
under the laws of the State of Nevada (the “Company”), to TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership
organized and existing under the laws of the Cayman Islands (together with its permitted successors and assigns, the “Holder”)
pursuant to exemptions from registration under the Securities Act of 1933, as amended. This Debenture is issued in connection with
that certain Securities Purchase Agreement, dated as of the date hereof, by and between the Company and the Holder (the “Purchase
Agreement”). All capitalized terms used in this Debenture and not otherwise defined herein shall have the meanings assigned
to them in the Purchase Agreement.


 


ARTICLE I


 


Section
1.01Principal and Interest. For value received, the Company hereby promises to pay to the order of the Holder, by no
later than June 28, 2017 (the “Maturity Date”), in immediately available and lawful money of the United States
of America, Three Million and No/100 United States Dollars ($3,000,000.00), together with interest on the outstanding principal
amount under this Debenture, at the rate of eighteen percent (18%) per annum simple interest (the “Interest Rate”)
from the Effective Date, until paid, as more specifically provided below.


 




    	 	1	 



    	 	 	 



    


 


Section
1.02 Optional Redemption Prior to Maturity. The Company, at its option, shall have the right to redeem this Debenture in
full and for cash, at any time prior to the Maturity Date, with three (3) business days advance written notice (the “Redemption
Notice”) to the Holder. The amount required
to redeem this Debenture in full pursuant to this Section 1.02 shall be equal to: (i) the aggregate principal amount then outstanding
under this Debenture; plus all accrued and unpaid interest due under this Debenture as of the redemption date; plus (ii) all other
costs, fees and charges due and payable hereunder or under any other “Transaction Documents” (as hereinafter defined),
including, but not limited to, any prepayment penalties provided for in the Purchase Agreement (collectively, the “Redemption
Amount”). The Company shall deliver the Redemption Amount to the Holder on the third (3rd) business day after the date
of the Redemption Notice.


 


Section
1.03 Mandatory Redemption at Maturity. On the Maturity Date, the Company shall redeem this Debenture for the Redemption
Amount, which Redemption Amount shall be due and payable to the Holder by no later than 2:00 P.M., EST, on the Maturity Date.


 


Section 1.04Payments.


 


(1)Monthly
Payments. The Company shall make monthly payments of principal and interest to the Holder provided the first two monthly payments
shall consist of interest only but no principal, while this Debenture is outstanding, until
the Maturity Date, based on the payment and amortization schedule attached hereto as Schedule A. In the event such day is
not a Business Day, then said payment shall be due on the first Business Day thereafter occurring.



 


(2)Interest
Calculations; Payment Application. Interest shall be calculated on the basis of a 360-day year, and shall accrue daily on the
outstanding principal amount outstanding from time to time for the actual number of days elapsed, commencing on the Effective Date
until payment in full of the outstanding principal, together with all accrued and unpaid interest and other amounts which may become
due hereunder or under any Transaction Documents, has been made. All payments received and actually collected by Holder hereunder
shall be applied first to any costs and expenses due or incurred hereunder or under any other Transaction Documents, second to
accrued and unpaid interest hereunder, and last to reduce the outstanding principal balance of this Debenture.


 


(3)Late
Fee. If all or any portion of the payments of principal, interest or other charges due hereunder are not received by the Holder
within five (5) days of the date such payment is due, then the Company shall pay to the Holder a late charge (in addition to any
other remedies that Holder may have) equal to five percent (5%) of each such unpaid payment or sum. Any payments returned to Holder
for any reason must be covered by wire transfer of immediately available funds to an account designated by Holder, plus a $100.00
administrative fee charge. Holder shall have no responsibility or liability for payments purportedly made hereunder but not actually
received by Holder; and the Company shall not be discharged from the obligation to make such payments due to loss of same in the
mails or due to any other excuse or justification ultimately involving facts where such payments were not actually received by
Holder.


 




    	 	2	 



    	 	 	 



    


 


Section
1.05. Manner of Payments. All sums payable to the order of Holder hereunder shall be payable by ACH transfer of lawful dollars
of the United States of America to the ACH instructions set forth below, or at such place as Holder, from time to time, may designate
in writing. ACH Instructions for all sums due and payable hereunder are as follows:


 





	Bank Name: 	Bank of America
	Bank Address: 	100 W. 33rd Street, New York, NY 10001
	Beneficiary Account Name: 	TCA Fund Mgmt Group
	Beneficiary Account Number: 	898052439174
	ACH Transfer/Routing Number: 	063100277
	SWIFT: 	BOFAUS3N







 


ARTICLE II


 


Section
2.01Secured Nature of Debenture. This Debenture is being issued in connection with the Purchase Agreement. The indebtedness
evidenced by this Debenture is also secured by all of the assets and property of the Credit Parties and various other instruments
and documents referred to in the Purchase Agreement as the “Transaction Documents”. All of the agreements, conditions,
covenants, provisions, representations,
warranties and stipulations contained in any of the Transaction Documents which are to be kept
and performed by the Credit Parties are hereby made a part of this Debenture to the same extent and with the same force and effect
as if they were fully set forth herein, and the Company covenants and agrees to keep and perform them, or cause them to be kept
or performed, strictly in accordance with their terms.


 


ARTICLE III


 


Section
3.01Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”
hereunder: (i) the Company shall fail to pay any interest, principal
or other charges due under this Debenture or any other Transaction Documents on the date when any such payment shall be due and
payable; (ii) the Company makes an assignment for the benefit of creditors; (iii) any order or decree is rendered by a court which
appoints or requires the appointment of a receiver, liquidator or trustee for the Company, and the order or decree is not vacated
within thirty (30) days from the date of entry thereof; (iv) any order or decree is rendered by a court adjudicating the Company
insolvent, and the order or decree is not vacated within thirty (30) days from the date of entry thereof; (v) the Company files
a petition in bankruptcy under the provisions of any bankruptcy law or any insolvency act; (vi) the Company admits, in writing,
its inability to pay its debts as they become due; (vii) a proceeding or petition in bankruptcy is filed against the Company and
such proceeding or petition is not dismissed within thirty (30) days from the date it is filed; (viii) the Company files a petition
or answer seeking reorganization or arrangement under the bankruptcy laws or any law or statute of the United States or any other
foreign country or state; (ix) any written warranty, representation, certificate or statement of the Company and/or Guarantors
in this Debenture, the Purchase Agreement or any other Transaction Document or any other agreement with Holder shall be false or
misleading in any material respect when made or deemed made; and (x) the Company shall fail to perform,
comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained in this Debenture, the Purchase
Agreement or any of the other Transaction Documents on the part of the Company to be performed complied with or abided by, and
such failure continues or remains uncured for ten (10) days following written notice from the Holder to the Company.


 




    	 	3	 



    	 	 	 



    


 


Section
3.02Remedies. Upon the occurrence of an Event of Default that is not timely cured within an applicable cure period hereunder,
the interest on this Debenture shall immediately accrue at an interest rate equal to the lesser of (i) twenty-two percent (22%)
per annum or (ii) the maximum interest rate allowable by law, and, in addition to all other
rights or remedies the Holder may have, at law or in equity, the Holder may, in its sole discretion, accelerate full repayment
of all principal amounts outstanding hereunder, together with accrued interest thereon, together with all attorneys’ fees,
paralegals’ fees and costs and expenses incurred by the Holder in collecting or enforcing payment hereof (whether such fees,
costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings
or otherwise), and together with all other sums due by the Company hereunder and under the Transaction Documents, all without any
relief whatsoever from any valuation or appraisement laws, and payment thereof may be enforced and recovered in whole or in part
at any time by one or more of the remedies provided to the Holder at law, in equity, or under this Debenture or any of the other
Transaction Documents. In connection with the Holder’s rights hereunder upon an Event of Default, the Holder need not provide,
and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately enforce
any and all of its rights and remedies hereunder and all other remedies available to it in equity or under applicable law.


 


ARTICLE IV


 


Section
4.01 Usury Savings Clause. Notwithstanding any provision in this Debenture or the other Transaction Documents to the contrary,
the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges,
fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury
laws of the jurisdiction governing this Debenture or any other applicable law. In the event the total liability of payments of
interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which
may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for
any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Debenture,
all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice
by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance due hereunder immediately
upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company had specifically designated
such excess sums to be so applied to the reduction of the principal balance then outstanding, and the Holder hereof had agreed
to accept such sums as a penalty-free payment of principal; provided, however, that the Holder may, at any time and from time to
time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess of those lawfully
collectible as interest, rather than accept such sums as a prepayment of the principal balance then outstanding. It is the intention
of the parties that the Company does not intend or expect to pay, nor does the Holder intend or expect to charge or collect any
interest under this Debenture greater than the highest non-usurious rate of interest which may be charged under applicable law.


 




    	 	4	 



    	 	 	 



    


 


ARTICLE V


 


Section
5.01No Exemption. The Company hereby waives and releases all benefit that might accrue to the Company by virtue of any
present or future laws exempting any property that may serve as security for this Debenture, or any other property, real or personal,
or any part of the proceeds arising from any sale of any such property, from attachment, levy, or sale under execution,
exemption from civil process, or extension of time for payment; and the Company agrees that any property that may be levied upon
pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ in whole
or in part in any order or manner desired by Holder.


 


Section
5.02 Exercise of Remedies. The remedies of the Holder as provided herein and in any of the other Transaction Documents shall
be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder, and may
be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event
be construed as a waiver or release thereof.


 


Section
5.03 Waivers. The Company and all others who are, or may become liable for the payment hereof: (i) severally waive presentment
for payment, demand, notice of nonpayment or dishonor, protest and notice of protest of this Debenture or any other Transaction
Documents, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment
of this Debenture and the other Transaction Documents, except as specifically provided in this Debenture or any other Transaction
Document; (ii) expressly consent to all extensions of time, renewals or postponements of time of payment of this Debenture and
any other Transaction Documents from time to time prior to or after the maturity of this Debenture without notice, consent or further
consideration to any of the foregoing; (iii) expressly agree that the Holder shall not be required first to institute any suit,
or to exhaust its remedies against the Company or any other person or party to become liable hereunder or against any collateral
that may secure this Debenture in order to enforce the payment of this Debenture; and (iv) expressly agree that, notwithstanding
the occurrence of any of the foregoing (except the express written release by the Holder of any such person), the undersigned shall
be and remain, directly and primarily liable for all sums due under this Debenture.


 


Section
5.04 No Waiver. Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies
hereunder unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing.
A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.


 




    	 	5	 



    	 	 	 



    


 


ARTICLE VI


 


Section
6.01 Notice. Any notices, consents, waivers, or other communications required or permitted to be given under the terms of
this Debenture must be in writing and in each case properly addressed to the party to receive the same in accordance with the information
below, and will be deemed to have been delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and
properly addressed to the address below, then three (3) business days after deposit of same in a regularly maintained U.S. Mail
receptacle; or (ii) if mailed by Federal Express, UPS or other nationally recognized overnight courier service, next business morning
delivery, then one (1) business day after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii)
if hand delivered, then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m .,
EST, on a business day. Any notice hand delivered after 5:00 p.m., EST, shall be deemed delivered
on the following business day. Notwithstanding the foregoing, notice, consents, waivers or other communications referred to in
this Debenture may be sent by facsimile, e-mail, or other method of delivery, but shall be
deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written confirmation
from the receiving party) that the notice has been received by the other party. The addresses and facsimile numbers for such communications
shall be as set forth below, unless such address or information is changed by a notice conforming to the requirements hereof.


 


	If to the Company:	Star Mountain Resources, Inc.
	 	8307 Shaffer Parkway, Suite 201
	 	Littleton, CO 80127
	 	Attention: Wayne Rich
	 	E-Mail: wrich@starmountainresources.com
	 	 
	With a copy to:	Legal & Compliance LLC
	(which shall not constitute notice)	330 Clematis Street, Suite 217
	 	West Palm Beach, FL 33401
	 	Attention: Lazarus Rothstein, Esq. 
	 	E-Mail: lrothstein@legalandcompliance.com
	 	 
	If to the Holder:	TCA Global Credit Master Fund, LP 
	 	3960 Howard Hughes Parkway, Suite 500
	 	Las Vegas, NV 89196
	 	Attn: Mr. Robert Press
	 	E-Mail: bpress@tcaglobalfund.com
	 	 
	With a copy to:	Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor 
	(which shall not constitute notice)	Woodbridge, NJ 08830
	 	Attn: Seth A. Brookman, Esq. 
	 	E-Mail: sbrookman@lucbro.com


 




    	 	6	 



    	 	 	 



    


 


Section
6.02 Governing Law and Venue. The Company and Holder each irrevocably agrees that any dispute arising under, relating to,
or in connection with, directly or indirectly, this Debenture or related to any matter which is the subject of or incidental to
this Debenture (whether or not such claim is based upon breach of contract or tort) shall be subject to the exclusive jurisdiction
and venue of the state and/or federal courts located in Broward County, Florida; provided, however, Holder may, at the Holder’s
sole option, elect to bring any action in any other jurisdiction. This provision is intended to be a “mandatory” forum
selection clause and governed by and interpreted consistent with Florida law. The Company and Holder each hereby consents to the
exclusive jurisdiction and venue of any state or federal court having its situs in said county, and each waives any objection based
on forum non conveniens. The Company hereby waives personal service of any and all process and consent that all such service of
process may be made by certified mail, return receipt requested, directed to the Company, as set forth herein in the manner provided
by applicable statute, law, rule of court or otherwise. Except for the foregoing mandatory forum selection clause, all terms and
provisions hereof and the rights and obligations of the Company and Holder hereunder shall be governed, construed and interpreted
in accordance with the laws of the State of Nevada, without reference to conflict of laws principles.


 


Section 6.03 Severability.
In the event any one or more of the provisions of this Debenture shall for any reason be held to be invalid, illegal, or unenforceable,
in whole or in part, in any respect, or in the event that any one or more of the provisions of this Debenture operates or would
prospectively operate to invalidate this Debenture, then and in any of those events, only such provision or provisions shall be
deemed null and void and shall not affect any other provision of this Debenture. The remaining provisions of this Debenture shall
remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.


 


Section 6.04 Entire
Agreement and Amendments. This Debenture, together with the other Transaction Documents represents the entire agreement between
the parties hereto with respect to the subject matter hereof and thereof, and there are no representations, warranties or commitments,
except as set forth herein and therein. This Debenture may be amended only by an instrument in writing executed by the parties
hereto.


 


Section 6.05 Binding
Effect. This Debenture shall be binding upon the Company and the successors and assigns of the Company and shall inure to the
benefit of the Holder and the successors and assigns of the Holder.


 


Section 6.06 Assignment.
The Holder may from time to time sell or assign, in whole or in part, or grant participations in, this Debenture and/or the obligations
evidenced hereby without the consent of the Company. The holder of any such sale, assignment or participation, if the applicable
agreement between Holder and such holder o provides, shall be: (i) entitled to all of the rights obligations and benefits of Holder
(to the extent of such holder’s interest or pa1ticipation); and (ii) deemed to hold and may exercise the rights of setoff
or banker’s lien with respect to any and all obligations of such holder to the Company (to the extent of such holder s interest
or participation), in each case as fully as though the Company was directly indebted to such holder. Holder may in its discretion
give notice to the Company of such sale, assignment or participation; however, the failure to give such notice shall not affect
any of Holder’s or such holder’s rights hereunder.


 




    	 	7	 



    	 	 	 



    


 


Section 6.07Lost
or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed the Company shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated Debenture or in lieu of or in substitution for a lost, stolen
or destroyed Debenture a new Debenture for the principal amount of this Debenture so mutilated, lost stolen or destroyed, but only
upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably satisfactory
to the Company.


 


Section 6.08
WAIVER OF JURY TRIAL. THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS DEBENTURE, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH, THIS DEBENTURE OR ANY OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS OF OR BETWEEN ANY PARTY HERETO, AND THE COMPANY AGREES AND CONSENTS TO THE GRANTING TO HOLDER OF RELIEF
FROM ANY STAY ORDER WHICH MIGHT BE ENTERED BY ANY COURT AGAINST HOLDER AND TO ASSIST HOLDER IN OBTAINING SUCH RELIEF. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER ACCEPTING THIS DEBENTURE FROM THE COMPANY. THE COMPANY’S REASONABLE RELIANCE
UPON SUCH INDUCEMENT I HEREBY ACKNOWLEDGED.


 


Section 6.09
NON-US STATUS. THE HOLDER IS A NON-US PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT IS HEREBY
AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD ONLY TO NON-U.S. PERSON. THE INTEREST PAYABLE HEREUNDER IS PAYABLE
ONLY OUTSIDE THE UNITED STATES. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES
INCOME TAX LAW. BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANT THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN
AN EXEMPT RECIPIENT DESCRIBED IN SEC 6049(8)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING
FOR OR ON BEHALF OF A UNITED STATE PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC. 6049(B)(4) OF THE INTERNAL REVENUE
CODE AND THE REGULATIONS THEREUNDER).


 


ARTICLE VII


 


Section
7.01 Conversion of Debenture. At any time and from time to time while this Debenture is outstanding on or after the Closing
Date, during the period of time when an Event of Default
has occurred and remains uncured and at the sole option of the
Holder, this Debenture
may be, convertible into shares of the
Company’s common stock, $0.001 par value
per share (the
“Common Stock”)
in accordance with the terms and conditions
set forth in this Article VII.


 




    	 	8	 



    	 	 	 



    


 


(1)Voluntary
Conversion. At any time while this Debenture
is outstanding on or after the Closing Date, during the period of time when an Event of Default
has occurred and remains uncured, the Holder may convert
all or any portion of the outstanding principal, accrued
and unpaid interest, and any other sums due and payable
hereunder or
under any of the other Transaction Documents
(such total amount, the “Conversion
Amount”) into shares of Common Stock of the Company
(the “Conversion Shares”) at a price
equal to: (i) the Conversion
Amount (the numerator); divided
by (ii)
eighty-five percent (85%) of the lowest of the volume weighted average price of the Company’s
Common Stock during the five (5) trading days immediately prior
to the Conversion Date (as defined
below), as indicated in the
conversion notice (in the form attached hereto
as Exhibit “B” the “Conversion
Notice”) (the denominator)
(the “Conversion Price”).
The Holder shall
submit a Conversion
Notice indicating the amount of the Debenture
being converted and the number of
Conversion Shares issuable upon such conversion, and where
the Conversion Shares should be delivered.


 


(2)The
Holder’s Conversion Limitations.
The Company shall not affect any conversion
of this Debenture, and the Holder shall not
have the right to convert any portion of this Debenture, to the extent that after giving
effect to the conversion set forth on the Conversion Notice
submitted by the Holder, the Holder (together with the Holder’s affiliates (as defined herein) and any Persons acting as
a group together with the Holder or any of the Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership
Limitation (as defined herein). To ensure compliance with this restriction, prior to delivery of any Conversion Notice, the Holder
shall have the right to request that the Company provide to the Holder a written statement of the percentage ownership of the Company’s
Common Stock that would by beneficially owned by the Holder and its affiliates in the Company if the Holder converted such portion
of this Debenture then intended to be converted by Holder. The Company shall, within two (2) business days of such request, provide
Holder with the requested information in a written statement, and the Holder shall be entitled to rely on such written statement
from the Company in issuing its Conversion Notice and ensuring that its ownership of the Company’s Common Stock is not in
excess of the Beneficial Ownership Limitation. The restriction described in this Section may be waived by Holder, in whole or in
part, upon notice from the Holder to the Company. For purposes of this Debenture, the “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of
Common Stock issuable upon conversion of this Debenture. The limitations contained in this Section shall apply to any successor
holder of this Debenture. For purposes of this Debenture, “Person” means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department
or agency thereof.


 




    	 	9	 



    	 	 	 



    


 


(3)Mechanics
of Conversion.The conversion of this Debenture shall be conducted in the following manner:


 


(a)Holder’s
Delivery Requirements. To convert this Debenture into shares of Common Stock on any date set forth in the Conversion Notice
by the Holder (the “Conversion Date”), the Holder shall transmit by facsimile or electronic mail (or otherwise
deliver) a copy of the fully executed Conversion Notice to the Company (or, under certain circumstances as set forth below, by
delivery of the Conversion Notice to the Company’s transfer agent).


 


(b)Company’s
Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no
event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise
deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder
indicating that the Company will process such Conversion Notice in accordance with the terms
herein. In the event the Company fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Holder
shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Company’s
transfer agent, and pursuant to the terms of the Purchase Agreement, the Company’s transfer agent shall issue the applicable
Conversion Shares to Holder as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or
the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company’s
transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)
program, the Company shall cause the transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer
agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent
to) electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting
the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”)
system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company’s transfer agent is
not participating in the DTC FAST program and is not otherwise DWAC eligible (or in the event the Holder otherwise requests),
within five (5) Business Days after the date of the Conversion Confirmation (or the date of
the Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Company
shall instruct and cause its transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer agent
to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent to) issue
and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate,
registered in the name of the Holder or its nominee, for the number of Conversion Shares to which the Holder shall be entitled.
To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless
the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon and other sums due hereunder, has been
so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an
amount equal to the applicable Conversion Amount. The Holder and the Company shall maintain records showing the principal amount(s)
converted and the date of such conversion(s). The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree
that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted
principal amount of this Debenture may be less than the amount stated on the face hereof.


 


(c)Record
Holder. The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Debenture shall be
treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.


 




    	 	10	 



    	 	 	 



    


 


(d)Failure
to Deliver Certificates. If in the case of any Conversion Notice, the certificate or certificates are not delivered to or
as directed by the Holder by the date required hereby, the Holder shall be entitled to elect by written notice to the Company
at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the
Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return
to the Company the Common Stock certificates representing the principal amount of this Debenture unsuccessfully tendered for conversion
to the Company.


 


(e)Obligation
Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion
of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by
the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against
any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or
any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise
limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however,
that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder . In
the event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof and accrued
but unpaid interest thereon in accordance with the terms of this Debenture, the Company may not refuse conversion based on any
claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or
for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or
part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder
in the amount of 150% of the outstanding principal amount of this Debenture being converted, which is subject to the injunction,
which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of
which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall
issue Conversion Shares upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such
certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Debenture, the
Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being
converted, $1.00 per day for each day after the date by which such certificates should have been delivered until such certificates
are delivered. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant
to this Debenture or any agreement securing the indebtedness under this Debenture for the Company’s failure to deliver Conversion
Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder,
at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of
any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable
law. Nothing herein shall prevent the Holder from having the Conversion Shares issued directly by the Company’s transfer
agent in accordance with the Purchase Agreement, in the event for any reason the Company fails to issue or deliver, or cause its
transfer agent to issue and deliver, the Conversion Shares to the Holder upon exercise of Holder’s conversion rights hereunder.


 




    	 	11	 



    	 	 	 



    


 


(f)Transfer
Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge
to the Holder hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or kind
that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid by
the Company.


 


(4)Reservation
of Common Stock. The Company shall take all action necessary to at all times have authorized, and reserved for the purpose
of issuance, three (3) times such number of shares of Common Stock as shall be necessary to effect the full conversion of the
Debenture in accordance with its terms (the “Share Reserve”). If upon receipt of a conversion notice from the
Holder, the Share Reserve is insufficient to effect the full conversion of the Debenture then outstanding, the Company shall increase
the Share Reserve accordingly. If the Company does not have sufficient authorized and unissued shares of Common Stock available
to increase the Share Reserve, the Company shall cause its authorized and unissued shares to be increased within forty-five (45)
days to an amount of shares equal to three (3) times the Conversion Shares. The Company’s management shall recommend to
the shareholders to vote in favor of increasing the number of shares of Common Stock authorized.


 


(5)Make-Whole
Rights. Upon liquidation by the Holder of Conversion Shares issued pursuant to a Conversion Notice, provided that the Holder
realizes a net amount from such liquidation equal to less than the Conversion Amount specified in the relevant Conversion Notice
(such net realized amount, the “Realized Amount”), the Company shall issue to the Holder additional shares
of the Company’s Common Stock equal to: (i) the Conversion Amount specified in the relevant Conversion Notice; minus
(ii) the Realized Amount, as evidenced by a reconciliation statement from the Holder (a “Sale Reconciliation”)
showing the Realized Amount from the sale of the Conversion Shares; divided by (iii) the average volume weighted average
price of the Company’s Common Stock during the five (5) Business Days immediately prior to the date upon which the Holder
delivers notice (the “Make-Whole Notice”) to the Company that such additional shares are requested by the Holder
(the “Make-Whole Stock Price”) (such number of additional shares to be issued, the “Make-Whole Shares”).
Upon receiving the Make-Whole Notice and Sale Reconciliation evidencing the number of Make-Whole Shares requested, the Company
shall instruct its transfer agent to issue certificates representing the Make-Whole Shares, which Make-Whole Shares shall be issued
and delivered in the same manner and within the same time frames as set forth herein. The Make-Whole Shares, when issued, shall
be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. Following the sale
of the Make-Whole Shares by the Holder: (i) in the event that the Holder receives net proceeds from such sale which, when added
to the Realized Amount from the prior relevant Conversion Notice, is less than the Conversion Amount specified in the relevant
Conversion Notice, the Holder shall deliver an additional Make-Whole Notice to the Company following the procedures provided previously
in this paragraph, and such procedures and the delivery of Make-Whole Notices and issuance of Make-Whole Shares shall continue
until the Conversion Amount has been fully satisfied; and (ii) in the event that the Holder received net proceeds from the sale
of Make-Whole Shares in excess of the Conversion Amount specified in the relevant Conversion Notice, such excess amount shall
be applied to satisfy any and all amounts owed hereunder in excess of the Conversion Amount specified in the relevant Conversion
Notice.


 


[signature page follows]


 




    	 	12	 



    	 	 	 



    


 


IN
WITNESS WHEREOF with the intent to be legally bound
hereby, the Company as executed this Senior Secured, Convertible,
Redeemable Debenture as of the date first written
above.


 


STAR MOUNTAIN RESOURCES,
INC.


 


	By:	/s/ Wayne Rich	 
	Name:	Wayne Rich	 
	Title:	Chief Financial Officer	 


 


	STATE OF ________________	)	 
	 	)	SS.
	COUNTY OF ________________	)	 





 


The undersigned, a Notary
Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Wayne Rich, the Chief Financial Officer of Star
Mountain Resources, Inc., a Nevada corporation, who is personally known to me to be the same person whose name is subscribed to
the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument
as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein
set forth.


 


GIVEN under my hand and
notarial seal this _____ day of ________________, 20____.


 


______________________________________


Notary Public


 


My Commission Expires:


 


______________________________________


 




    	 	13	 



    	 	 	 



    


 


CONSENT AND AGREEMENT


 


The undersigned is a Guarantor, as that term
is defined in that certain securities purchase agreement by and between the Company and the Holder
and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated in the senior secured,
convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein relating to conditions
to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior secured, convertible,
redeemable debenture secured redeemable debenture to the same extent as if the undersigned were a party to said senior secured,
convertible, redeemable debenture.


 


GUARANTOR:


 


BOLCAN MINING CORPORATION


 


	By:	/s/ Wayne Rich	 
	Name:	Wayne Rich	 
	Title:	Chief Financial Officer	 


 


	STATE OF ________________	)	 
	 	)	SS.
	COUNTY OF ________________	)	 


 


The undersigned, a Notary
Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Wayne Rich, the Chief Financial Officer of Bolcan
Mining Corporation, a Nevada corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her
own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.


 


GIVEN under my hand and
notarial seal this _____ day of ________________, 20____.


 


______________________________________


Notary Public


 


My Commission Expires:


 


______________________________________


 




    	 	14	 



    	 	 	 



    


 


CONSENT AND AGREEMENT


 


The undersigned is a Guarantor, as that term
is defined in that certain securities purchase agreement by and between the Company and the Holder
and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated in the senior secured,
convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein relating to conditions
to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior secured, convertible,
redeemable debenture secured redeemable debenture to the same extent as if the undersigned were a party to said senior secured,
convertible, redeemable debenture.


 


GUARANTOR:


 


BALMAT HOLDING CORP.


 


	By:	/s/ Mark Osterberg	 
	Name:	Mark Osterberg	 
	Title:	President	 


 


	STATE OF ________________	)	 
	 	)	SS.
	COUNTY OF ______________	)	 


 


The undersigned, a Notary
Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Mark Osterberg, the President of Bolcan Mining
Corp., a Nevada corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free
and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.


 


GIVEN under my hand and
notarial seal this _____ day of ________________, 20____.


 


______________________________________


Notary Public


 


My Commission Expires:


 


______________________________________


 




    	 	15	 



    	 	 	 



    


 


CONSENT AND AGREEMENT


 


The undersigned is a Guarantor, as that term
is defined in that certain securities purchase agreement by and between the Company and the Holder
and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated in the senior secured,
convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein relating to conditions
to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior secured, convertible,
redeemable debenture secured redeemable debenture to the same extent as if the undersigned were a party to said senior secured,
convertible, redeemable debenture.


 


GUARANTOR:


 


ST. LAWRENCE ZINC COMPANY,
LLC


 


	By:	/s/ Wayne Rich	 
	Name:	Wayne Rich	 
	Title:	Chief Financial Officer	 


 


 


	STATE OF ________________	)	 
	 	)	SS.
	COUNTY OF ________________	)	 





 


The undersigned, a Notary
Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Wayne Rich, the Chief Financial Officer of St.
Lawrence Zinc Company, LLC, a Delaware limited liability company, who is personally known to me to be the same person whose name
is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and
purposes therein set forth.


 


GIVEN under my hand and
notarial seal this _____ day of ________________, 20____.


 


______________________________________


Notary Public


 


My Commission Expires:


 


______________________________________


 




    	 	16	 



    	 	 	 



    


 


CONSENT AND AGREEMENT


 


The undersigned is a Guarantor, as that term
is defined in that certain securities purchase agreement by and between the Company and the Holder
and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated in the senior secured,
convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein relating to conditions
to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior secured, convertible,
redeemable debenture secured redeemable debenture to the same extent as if the undersigned were a party to said senior secured,
convertible, redeemable debenture.


 


GUARANTOR:


 


NORTHERN ZINC LLC


 


	By:	/s/ Wayne Rich	 
	Name:	Wayne Rich	 
	Title:	Chief Financial Officer	 


 


	STATE OF ________________	)	 
	 	)	SS.
	COUNTY OF ______________	)	 


 


The undersigned, a Notary
Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Wayne Rich, the Chief Financial Officer of Northern
Zinc LLC, a Delaware limited liability company, who is personally known to me to be the same person whose name is subscribed to
the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument
as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein
set forth.


 


GIVEN under my hand and
notarial seal this _____ day of ________________, 20____.


 


______________________________________


Notary Public


 


My Commission Expires:


 


______________________________________


 




    	 	17	 



    	 	 	 



    


 


SCHEDULE A


 


PAYMENT SCHEDULE


 


	 	 	 	Period	 	 	Principal Balance	 	 	Interest Payment	 	 	Principal Payment	 	 	Total Interest	 	 	Redemption Premium	 	 	Total payment	 	 	Payment Due	 
	 	6/15/2016	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(3,000,000.00	)
	 	7/15/2016	 	 	 	1	 	 	 	-	 	 	 	45,000.00	 	 	 	-	 	 	 	45,000.00	 	 	 		 	 	 	45,000.00	 	 	 	45,000.00	 
	 	8/15/2016	 	 	 	2	 	 	 	-	 	 	 	45,000.00	 	 	 	-	 	 	 	90,000.00	 	 	 	 	 	 	 	90,000.00	 	 	 	45,000.00	 
	 	9/15/2016	 	 	 	3	 	 	 	3,000,000.00	 	 	 	45,000.00	 	 	 	280,302.53	 	 	 	135,000.00	 	 	 	 	 	 	 	415,302.53	 	 	 	325,302.53	 
	 	10/15/2016	 	 	 	4	 	 	 	2,719,697.47	 	 	 	40,795.46	 	 	 	284,507.07	 	 	 	175,795.46	 	 	 	 	 	 	 	740,605.07	 	 	 	325,302.53	 
	 	11/15/2016	 	 	 	5	 	 	 	2,435,190.39	 	 	 	36,527.86	 	 	 	288,774.68	 	 	 	212,323.32	 	 	 	 	 	 	 	1,065,907.60	 	 	 	325,302.53	 
	 	12/15/2016	 	 	 	6	 	 	 	2,146,415.72	 	 	 	32,196.24	 	 	 	293,106.30	 	 	 	244,519.55	 	 	 	 	 	 	 	1,391,210.13	 	 	 	325,302.53	 
	 	1/15/2017	 	 	 	7	 	 	 	1,853,309.42	 	 	 	27,799.64	 	 	 	297,502.89	 	 	 	272,319.19	 	 	 	 	 	 	 	1,716,512.67	 	 	 	325,302.53	 
	 	2/15/2017	 	 	 	8	 	 	 	1,555,806.53	 	 	 	23,337.10	 	 	 	301,965.44	 	 	 	295,656.29	 	 	 	 	 	 	 	2,041,815.20	 	 	 	325,302.53	 
	 	3/15/2017	 	 	 	9	 	 	 	1,253,841.09	 	 	 	18,807.62	 	 	 	306,494.92	 	 	 	314,463.91	 	 	 	 	 	 	 	2,367,117.74	 	 	 	325,302.53	 
	 	4/15/2017	 	 	 	10	 	 	 	947,346.17	 	 	 	14,210.19	 	 	 	311,092.34	 	 	 	328,674.10	 	 	 	 	 	 	 	2,692,420.27	 	 	 	325,302.53	 
	 	5/15/2017	 	 	 	11	 	 	 	636,253.83	 	 	 	9,543.81	 	 	 	315,758.73	 	 	 	338,217.91	 	 	 	 	 	 	 	3,017,722.80	 	 	 	325,302.53	 
	 	6/15/2017	 	 	 	12	 	 	 	320,495.11	 	 	 	4,807.43	 	 	 	320,495.11	 	 	 	343,025.34	 	 	 	 	 	 	 	3,343,025.34	 	 	 	325,302.53	 



 




    	 	18	 



    	 	 	 



    


 


EXHIBIT B


 


NOTICE OF CONVERSION


 


The undersigned
hereby elects to convert principal and/or interest under the Senior Secured, Convertible, Redeemable Debenture (the “Debenture”)
issued by Star Mountain Resources, Inc., a corporation incorporated under the laws of the State of Nevada (the “Company”),
into shares of common stock, par value $0.001 per share (the “Common Shares”), of the Company in accordance
with the conditions of the Debenture, as of the date written below.


 


Based solely on
information provided by the Company to Holder, the undersigned represents and warrants to the Company that its ownership of the
Common Shares does not exceed the Beneficial Ownership Limitation as specified under the Note.


 


	Conversion Calculations

                                                        Effective Date of Conversion:
	 	 
	Principal Amount and/or Interest to be Converted:	 	 
	Number of Common Shares to be Issued:	 	 


 


	 	[HOLDER]
	 	 	 
	 	By: 	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title: 	 
	 	 	 
	 	Address: 	 
	 	 	 


 



    	 	19