Exhibit
10.5


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER [●], 2022.


 


NEITHER
THIS DEBENTURE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,
IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO DEBTOR AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO DEBTOR, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.


 


SERIES
2 SECURED CONVERTIBLE DEBENTURE


 


	US$[●]

     

    No.
    [●]
	June
    17, 2022


 


	1.	PROMISE
                                            TO PAY



 


For
value received, BUNKER HILL MINING CORP. (“Debtor”) hereby promises to pay to the order of [Redacted – Affiliate
of Sprott Private Resource Streaming & Royalty Corp.] (together with its successors and assigns, “Debentureholder”),
at the address listed in Section 15 (Notice), or such other place and/or Person as Debentureholder may by notice in writing to
Debtor direct, the principal amount of [●] dollars (US$●) in lawful money of the United States of America (the “Principal
Amount”) in the manner hereinafter provided, together with interest and other monies in the same currency which may from time
to time be owing hereunder or pursuant hereto. Subject to the provisions of this series 2 secured convertible debenture no. [●]
(the “Debenture”), the unpaid Principal Amount together with all accrued and unpaid interest and all other monies
owing hereunder, shall become due and payable on March 31, 2025 (the “Maturity Date”). All capitalized terms not defined
in the body of this Debenture, are defined in Exhibit “A” appended to this Debenture.


 


SILVER
VALLEY METALS CORP. (“Guarantor”) is a wholly owned direct Subsidiary of Debtor and Guarantor will receive substantial
direct and indirect benefits from the advance of the Principal Amount under this Debenture to Debtor. In consideration of the foregoing,
and for other good and valuable consideration, Guarantor hereby covenants and agrees to guarantee the Obligations and perform and comply
its other Obligations.


 







    	 



    	-2-



    

 


	2.	THE
                                            DEBENTURE



 


		(a)	Funding
                                            Date. Subject to the terms and conditions hereof, Debentureholder shall advance the Principal
                                            Amount in a single advance to Debtor on the later of the date hereof and the date on which
                                            the conditions precedent in Section 9(b) are satisfied and fulfilled or waived by Debentureholder
                                            (the “Funding Date”).







 


		(b)	Use
                                            of Principal Amount. The Principal Amount shall be used for the construction and development
                                            of the Bunker Hill Mine (the “Mine”) located in the Coeur D’Alene
                                            Mining District, in the cities of Kellogg and Wardner and in Shoshone County, Idaho, USA,
                                            the partial repayment of certain outstanding indebtedness under a non-convertible promissory
                                            note issued by the Debtor on September 21, 2021, funding cash collateral required for surety
                                            bonds and/or letters of credit to be issued to the EPA, legacy water treatment costs and
                                            for working capital purposes as required.



 


		(c)	Interest
                                            Rate. Subject to Section 2(d), the Principal Amount shall bear interest from the Funding
                                            Date to the date of repayment in full at the rate of TEN AND ONE-HALF per cent (10.5%) per
                                            annum, calculated and payable quarterly in arrears as set out in this Section 2(c). Interest
                                            on the Principal Amount shall accrue from day to day in the same currency as principal, both
                                            before and after maturity, default or judgment, and shall be calculated based on the actual
                                            number of days elapsed and on the basis of a year of 360 days. Interest on the balance from
                                            time to time outstanding of the Principal Amount shall be calculated and payable on each
                                            Quarter End following the Funding Date and on Maturity Date (or such earlier date as such
                                            amounts may become due in accordance with the provisions hereof), calculated and compounded
                                            quarterly not in advance, computed from the Funding Date or the date of the last payment
                                            of interest to the next Quarter End or the Maturity Date, as applicable, on the basis of
                                            the actual number of days elapsed.



 


		(d)	Default
                                            Interest. Debtor shall pay to Debentureholder interest on overdue amounts (including
                                            overdue interest), both before and after maturity, default or judgment, and on the Principal
                                            Amount upon the occurrence and during the continuance of an Event of Default, in each case,
                                            at a rate per annum equal to FOURTEEN per cent (14.0%) per annum, calculated daily and on
                                            the basis of the actual number of days elapsed, and a year of 360 days and compounded monthly,
                                            and payable upon demand by Debentureholder.



 


	3.	PRINCIPAL
                                            PAYMENTS



 


		(a)	Mandatory
                                            Scheduled Repayments. The Debtor shall pay to the Debentureholder the outstanding Principal
                                            Amount in cash in instalments in the amounts and on the dates set forth below:



 


	Scheduled
    Repayment Dates:	Scheduled
    Repayment Amounts:
	June
    30, 2024	US$[●]
	September
    30, 2024	US$[●]
	December
    31, 2024	US$[●]
	March
    31, 2025	US$[●]


 


Any
remaining balance of the Principal Amount, together with all accrued and unpaid interest thereon and all other monies owing hereunder,
shall be due and payable in full on the Maturity Date.


 





		(b)	Application
                                            of Instalments. All instalments of principal and interest hereunder received by Debentureholder
                                            shall be applied first as against interest outstanding and secondly against the principal
                                            sum.


 




    	 



    	-3-



    

 


	4.	PREPAYMENT



 


Subject
to the exercise by Debentureholder of its conversion privileges in Section 10.3 at any time prior to prepayment, Debtor may redeem or
prepay this Debenture, in whole but not in part, and in cash only, prior to the Maturity Date, on not less than twenty (20) Business
Days prior written notice and provided that Debtor redeems or prepays all of the outstanding Convertible Debentures at the same time.
Should Debtor prepay this Debenture in whole in accordance with this Section 4, it shall do so at a price equal to the sum of (i) the
Principal Amount, plus (ii) all accrued and unpaid interest on the Principal Amount, plus (iii) the Prepayment Interest Premium, and
plus (iv) all other amounts owing and due hereunder. Each Obligor acknowledges and agrees that any such prepayment prior to the Maturity
Date (other than a prepayment upon the exercise by Debentureholder of its conversion privileges in Section 10.3) is subject to the Prepayment
Interest Premium and that such amount represents a reasonable estimate of fair compensation payable to Debentureholder for the losses
suffered by early prepayment and such amount is in the nature of liquidated damages and not a penalty. Debtor may exercise its conversion
privileges under Section 10.1 in respect of accrued and unpaid interest upon an early prepayment.


 


	5.	PAYMENT
                                            GENERALLY



 


		(a)	All
                                            amounts payable by Debtor or Guarantor hereunder shall be paid to the Administrative Agent
                                            on behalf of Debentureholder in United States Dollars, in immediately available funds (i)
                                            by wire transfer at such account or financial institution as the Administrative Agent may
                                            from time to time notify Debtor or (ii) by bank draft delivered to the Administrative Agent
                                            at its address as set forth in Section 15 hereof. Any payments received after 12:00 p.m.
                                            (Vancouver time) will be considered for all purposes as having been made on the next following
                                            Business Day.



 


		(b)	If
                                            the due date of any payment under this Debenture would otherwise fall on a day that is not
                                            a Business Day, such payment shall be due on the next succeeding Business Day, together with
                                            interest that has accrued to the Business Day on which such payment was due.



 


		(c)	Debentureholder
                                            will maintain in accordance with its usual practice one or more accounts evidencing the Principal
                                            Amount owing by Debtor to Debentureholder hereunder. Such account(s) will be prima facie
                                            evidence of the obligations recorded therein, provided that any failure by Debentureholder
                                            to maintain any account or any error therein shall not affect the obligation of Debtor or
                                            Guarantor to repay the Obligations to the Debentureholder in accordance with this Debenture.



 


	6.	TAXES



 


		(a)	Any
                                            and all payments by or on account of any obligation of Debtor or Guarantor hereunder or any
                                            other Credit Document shall be made free and clear of and without deduction or withholding
                                            for any Indemnified Taxes; provided that if Debtor or Guarantor shall be required to deduct
                                            or withhold any Indemnified Taxes from such payments, then (i) the sum payable shall be increased
                                            as necessary so that, after making all required deductions or withholdings (including deductions
                                            or withholdings applicable to additional sums payable under this Section 6), Debentureholder
                                            receives an amount equal to the sum it would have received had no such deduction or withholding
                                            been made, (ii) Debtor or Guarantor, as applicable, shall make such deduction or withholding,
                                            and (iii) Debtor or Guarantor, as applicable, shall pay to the relevant Governmental Authority
                                            in accordance with Applicable Law the full amount deducted or withheld.



 


		(b)	Without
                                            limiting the provisions of Section 6(a), each Obligor shall timely pay any Other Taxes to
                                            the relevant Governmental Authority in accordance with Applicable Law.



 


		(c)	The
                                            Obligors shall (within three Business Days of demand by Debentureholder) pay to Debentureholder
                                            an amount equal to the loss, liability or cost which Debentureholder determines will be or
                                            has been (directly or indirectly) suffered for or on account of Indemnified Taxes (including
                                            Other Taxes) by Debentureholder in respect of any Credit Document together with any penalties,
                                            interest and reasonable expenses arising therefrom or with respect thereto, whether or not
                                            such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
                                            relevant Governmental Authority. A certificate as to the amount of such loss, liability or
                                            cost delivered to an Obligor by Debentureholder shall be conclusive absent manifest error.
                                            If Debentureholder subsequently recovers all or part of the payment made under this Section
                                            6(c) paid by an Obligor, it shall promptly repay an equal amount to such Obligor.



 


		(d)	As
                                            soon as practicable after any payment of Indemnified Taxes or Other Taxes by an Obligor to
                                            a Governmental Authority, such Obligor shall deliver to Debentureholder the original or a
                                            certified copy of a receipt issued by such Governmental Authority evidencing such payment,
                                            a copy of the return reporting such payment or other evidence of such payment reasonably
                                            satisfactory to Debentureholder.



 


		(e)	This
                                            Section 6 shall survive termination of this Debenture.







 




    	 



    	-4-



    




 





	7.	INTEREST
                                            CALCULATIONS


 


		(a)	Except
                                            as otherwise specifically provided herein, where in this Debenture a rate of interest is
                                            calculated on the basis of a year (the “deemed year”) which contains fewer
                                            days than the actual number of days in the calendar year of calculation, such rate of interest
                                            shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying
                                            such rate of interest by the actual number of days in the calendar year of calculation, whether
                                            365 or 366, as the case may be, and dividing it by the number of days in the deemed year.



 


		(b)	Notwithstanding
                                            anything in this Debenture to the contrary, in the event that any provision of this Debenture
                                            would oblige any Obligor to make any payment of interest or other amount payable to Debentureholder
                                            hereunder in an amount or calculated at a rate which would be prohibited by law or would
                                            result in a receipt by Debentureholder of interest at a criminal or prohibited rate (as such
                                            terms are construed under the Criminal Code (Canada) or any other Applicable Law),
                                            notwithstanding such provision, such amount or rate shall be deemed to have been adjusted
                                            nunc pro tunc to the maximum amount or rate of interest, as the case may be, as would
                                            not be so prohibited by law or so result in a receipt by Debentureholder of interest at a
                                            criminal or prohibited rate, such adjustment to be effected, to the extent necessary, firstly,
                                            by reducing the amount or rate of interest pursuant to Section 2(c) of this Debenture; and
                                            thereafter, by reducing any fees, commissions, premiums and other amounts which would constitute
                                            interest for the purposes of Section 347 of the Criminal Code (Canada), as may be
                                            amended from time to time, or any other Applicable Law. Any amount or rate of interest referred
                                            to in this Debenture shall be determined in accordance with generally accepted actuarial
                                            practices and principles over the term hereof and, in the event of a dispute, a certificate
                                            of a fellow of the Canadian Institute of Actuaries appointed by Debentureholder shall be
                                            conclusive for the purposes of such determination.



 





		(c)	In
                                            determining whether or not the interest paid or payable under this Debenture exceeds the
                                            maximum amount permitted by Section 7(b), each Obligor and Debentureholder shall, to the
                                            maximum extent permitted under the Criminal Code (Canada) or any other Applicable
                                            Law, characterize any non-principal payments as an expense, fee or premium or other payment
                                            rather than as interest, as may be necessary to reduce the amount otherwise characterized
                                            as interest pursuant to such Applicable Law, exclude voluntary prepayments and the effects
                                            thereof and amortize, prorate, allocate and spread the total amount of interest rateably
                                            over the longer of the contemplated term or the actual duration that any Obligations remain
                                            outstanding.


 








	8.	GUARANTEE



 


		(a)	Guarantor
                                            hereby unconditionally and irrevocably guarantees to Debentureholder the due and punctual
                                            payment and performance of the Obligations and agrees on written demand of Debentureholder,
                                            following the occurrence of an Event of Default, to perform or discharge the Obligations
                                            which have not been fully performed or discharged at the times and in the manner provided
                                            for in this Debenture (the “Guarantee”).



 


		(b)	Without
                                            prejudice to the rights of Debentureholder against Debtor, Guarantor unconditionally and
                                            irrevocably agrees that, as between Debentureholder and itself, it will be liable as principal
                                            debtor in respect of the performance of the Obligations and not merely as surety and, accordingly,
                                            Guarantor shall be fully liable forthwith on demand by Debentureholder, following the occurrence
                                            and during the continuance of an Event of Default, to perform or discharge the Obligations
                                            irrespective of the validity, effectiveness or enforceability of the Obligations against
                                            Debtor or any other fact or circumstances which would or might otherwise constitute a legal
                                            or equitable discharge of or defence to a guarantor or surety.



 


		(c)	As
                                            a separate and independent obligation, if any of the Obligations are not duly and punctually
                                            paid by Debtor and performed by Guarantors under Section 8(a) for any reason whatsoever Guarantor
                                            unconditionally and irrevocably agrees to indemnify and save Debentureholder harmless from
                                            and against any losses which Debentureholder may suffer or incur from the failure of Debtor
                                            to duly perform such Obligations. 



 


		(d)	The
                                            Guarantee of the Obligations is a continuing guarantee and shall remain in effect until all
                                            of the Obligations existing or arising or which may arise under or by virtue of the Obligations
                                            shall have been paid, performed or discharged in full.



 


		(e)	Guarantor
                                            waives any rights it may have as surety under any Applicable Law which may at any time be
                                            inconsistent with any of the provisions hereof or which it may have of first requiring Debentureholder
                                            to proceed against or claim performance or payment from Debtor or any other Person.



 





		(f)	Debentureholder
                                            without notice to Guarantor and without discharging, prejudicing or affecting the obligations
                                            of Guarantor hereunder, may (i) grant time, indulgences, concessions, releases and discharges
                                            or any financial accommodation to Debtor; (ii) take, hold, fail to take or hold, vary, deal
                                            with, realize, enforce, release or determine not to enforce, perfect or release any other
                                            guarantee, indemnity or security for all or any of the Obligations; or (iii) effect compositions
                                            from, and otherwise deal with, Debtor and all other Persons as Debentureholder may see fit
                                            and generally may otherwise do or omit to do any act or thing which, but for this provision,
                                            might operate to discharge, prejudice or affect the obligations of Guarantor hereunder.


 




    	 



    	-5-



    




 


		(g)	Guarantor
                                            agrees that the liability of Guarantor under this Guarantee is absolute and unconditional
                                            irrespective of:



 


		(i)	the
                                            lack of validity or enforceability of any terms of any of the Credit Documents;



 


		(ii)	any
                                            contest by Debtor or any other Person as to the amount of the Obligations, the validity or
                                            enforceability of any terms of the Credit Documents or the perfection or priority of any
                                            Security;



 


		(iii)	any
                                            defence, counter claim or right of set-off available to Debtor;



 


		(iv)	any
                                            release, compounding or other variance of the liability of Debtor or any other Person liable
                                            in any manner under or in respect of the Obligations or the extinguishment of all or any
                                            part of the Obligations by operation of law;



 


		(v)	any
                                            change in the time or times for, or place or manner or terms of payment or performance of
                                            the Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement,
                                            concession, release, discharge or other indulgences which Debentureholder may grant to Debtor
                                            or any other Person; 



 


		(vi)	any
                                            amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing
                                            or modification or variation of (including any increase in the amounts available thereunder
                                            or the inclusion of an additional borrower thereunder), or other action or inaction under,
                                            the Credit Documents or any other related document or instrument, or the Obligations;



 


		(vii)	any
                                            discontinuance, termination or other variation of any terms or conditions of any transaction
                                            with, Debtor or any other Person;



 


		(viii)	any
                                            change in the ownership, control, name, objects, businesses, assets, capital structure or
                                            constitution of Debtor, Guarantor or any reorganization (whether by way of reconstruction,
                                            consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of Debtor, Guarantor
                                            or their respective businesses;



 


		(ix)	any
                                            dealings with the security which Debentureholder holds or may hold pursuant to the terms
                                            and conditions of the Credit Documents, including the taking, giving up or exchange of securities,
                                            their variation or realization, the accepting of compositions and the granting of releases
                                            and discharges;



 


		(x)	any
                                            limitation of status or power, disability, incapacity or other circumstance relating to Debtor,
                                            Guarantor, or any other Person, including any Insolvency Event involving or affecting Debtor,
                                            Guarantor, or any other Person or any action taken with respect to this Guarantee by any
                                            trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall
                                            have notice or knowledge of any of the foregoing;



 


		(xi)	any
                                            impossibility, impracticability, frustration of purpose, force majeure or illegality of any
                                            Credit Document, or the occurrence of any change in the laws, rules, regulations or ordinances
                                            of any jurisdiction or by any present or future action of (A) any Governmental Authority
                                            that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or
                                            otherwise affect, any of the Obligations or the obligations of Guarantor under this Guarantee,
                                            or (B) any court order that amends, varies, reduces or otherwise affects any of the Obligations;



 


		(xii)	any
                                            taking or failure to take security, any loss of, or loss of value of, any security, or any
                                            invalidity, non-perfection or unenforceability of any security held by Debentureholder, or
                                            any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity
                                            or defect in the manner or procedure by which Debentureholder realizes on such security;
                                            



 


		(xiii)	any
                                            application of any sums received to the Obligations, or any part thereof, and any change
                                            in such application; and



 


		(xiv)	any
                                            other circumstances which might otherwise constitute a defence available to, or a discharge
                                            of, Guarantor, Debtor or any other Person in respect of the Obligations or this Guarantee.






 




    	 



    	-6-



    

 


		(h)	Subject
                                            only to Sections 8(a) and (b) requiring demand, Guarantor hereby waives notice of the acceptance
                                            of this Guarantee and of presentment, demand and protest and notices of non-payment and dishonour
                                            and any other demands and notices required by any Applicable Law.



 


		(i)	From
                                            the date or dates upon which any demand is made against Guarantor under this Section 8 until
                                            the Obligations have been performed and discharged in full, Guarantor shall not (i) claim
                                            any set-off or counterclaim against Debtor; (ii) make or enforce any claim or right (including
                                            a right of subrogation or contribution) against Debtor to prove in competition with Debentureholder
                                            in the event of an Insolvency Event of Debtor or in respect of any outstanding liability
                                            of Debtor hereunder; or (iii) in competition with Debentureholder claim the benefit of any
                                            security or guarantee now or hereafter held by Debentureholder for any money or liabilities
                                            due or incurred by Debtor to Debentureholder or any share therein.



 


		(j)	Debentureholder
                                            shall not be obligated before taking any steps to enforce this Guarantee (i) to take any
                                            steps or proceedings or other action whatsoever or obtain any judgment against Debtor or
                                            any other Person in any court or tribunal, (ii) to make or file any claim in an Insolvency
                                            Event in respect of Debtor or any other Person, (iii) to exercise any diligence against Debtor,
                                            or (iv) resort to any other means of payment.



 


		(k)	Nothing
                                            herein contained shall restrict or adversely affect or be construed to restrict or adversely
                                            affect any right which Debentureholder may have to set-off any Obligations owed by Guarantor
                                            under this Guarantee to Debentureholder against any obligations owed by Debentureholder to
                                            Guarantor, regardless of the place of payment or currency of such Obligations.



 








	9.	CONDITIONS
                                            TO fUNDING and security



 


		(a)	As
                                            general and continuing collateral security for the due and punctual payment of the Principal
                                            Amount, interest and all other monies payable hereunder and due and punctual payment and
                                            performance of all other PF Obligations, each Obligor has granted to the Security Agent on
                                            behalf of Debentureholder and the other Sprott Entities a continuing and first-ranking security
                                            interest and charge over all of their property and assets (subject only to Permitted Liens)
                                            pursuant to the Security. The Obligors and Debentureholder confirm and agree that the Series
                                            2 Convertible Debentures (including this Debenture) constitute a “Project Finance Document”
                                            for the purposes of the Security.



 


		(b)	The
                                            obligation of Debentureholder to advance the Principal Amount is subject to the Obligors
                                            delivering, or causing to be delivered, to Debentureholder the following conditions precedent:



 


		(i)	favourable
                                            Idaho, Nevada and Ontario legal opinions (and any other relevant legal jurisdiction), in
                                            form and substance satisfactory to Debentureholder, acting reasonably, of the Obligors’
                                            legal counsel addressed to Debentureholder relating to (A) the legal status of the Obligors,
                                            (B) the corporate power and authority of each Obligor to execute, deliver and perform this
                                            Debenture and the Second Omnibus Amendment to which it a party, (C) the authorization, execution
                                            and delivery of this Debenture and the Second Omnibus Amendment, (D) enforceability of this
                                            Debenture and the Second Omnibus Amendment and the continued validity of the security interests,
                                            mortgages and charges created under the Security, (E) the due registration or filing of the
                                            Security, and (F) securities law matters relating to the issuance of this Debenture, the
                                            Common Shares issuable upon conversion and other matters subject to the opinions delivered
                                            in connection with the Series 1 Convertible Debentures;



 


		(ii)	a
                                            certificate of good standing or compliance (or equivalent) for each of the Obligors, issued
                                            by the relevant Governmental Authority and dated no earlier than 2 Business Days prior to
                                            the Funding Date; and



 


		(iii)	a
                                            certificate of a senior officer of each Obligor, in form and substance satisfactory to Debentureholder,
                                            acting reasonably, dated as of the Funding Date as to (i) the constating documents of each
                                            Obligor, (ii) the resolutions of the board of directors of each Obligor authorizing the execution,
                                            delivery and performance of the Series 2 Convertible Debentures and the Second Omnibus Amendment
                                            and the transactions contemplated herein and therein; (iii) the names, positions and true
                                            signatures of the Persons authorized to sign the Series 2 Convertible Debentures and the
                                            Second Omnibus Amendment; and (iv) such other matters pertaining to the transactions contemplated
                                            hereby as Debentureholder may reasonably require.



 


		(c)	As
                                            soon as reasonably practicable and in any event no later than October 24, 2022 (or such later
                                            date as the Security Agent on behalf of the Sprott Entities may agree in its sole discretion),
                                            each Obligor shall enter into, and arrange for the relevant depositary bank to enter into,
                                            deposit account control agreements, in form and substance satisfactory to the Security Agent,
                                            acting reasonably, with respect to each deposit account of such Obligor, as general and continuing
                                            collateral security for the due and punctual payment of the Principal Amount, interest and
                                            all other monies payable hereunder and due and punctual payment and performance of all other
                                            PF Obligations.



 




    	 



    	-7-



    

 


	10.	REPAYMENT
                                            BY ISSUANCE OF COMMON SHARES



 


	10.1	Debtor’s
                                            Privileges



 


		(a)	On
                                            each Quarter End, Debtor shall have the option to pay the accrued and unpaid interest due
                                            on such Quarter End, in whole but not in part, through the issuance of common shares in the
                                            capital of Debtor (the “Common Shares”) at the Debtor Interest Conversion
                                            Price provided that Debtor elects to pay accrued and unpaid interest due on such Quarter
                                            End under all Convertible Debentures through the issuance of Common Shares. If Debtor intends
                                            to exercise its conversion rights hereunder at any time it shall give Debentureholder not
                                            less than five (5) Business Days prior notice of such intention.



 


		(b)	Debtor
                                            shall also have the option, in connection with any prepayment of the Principal Amount under
                                            Section 4, to pay interest, in whole but not in part, accrued as of the date of prepayment,
                                            through the issuance of Common Shares at the Debtor Interest Conversion Price. If Debtor
                                            intends to exercise its conversion rights hereunder at any time it shall give Debentureholder
                                            prompt (and in any event, at least five (5) Business Days prior to the date upon which such
                                            accrued but unpaid interest would otherwise be due and payable hereunder) written notice
                                            of such intention.



 


		(c)	With
                                            respect to any Common Shares which may be issued upon Debtor’s option in accordance
                                            with this Section 10.1, as required from time to time under the Applicable Securities Legislation
                                            which governs Debtor or any hold period imposed by a regulatory authority, Debentureholder
                                            agrees to be bound by any applicable hold period. The certificates evidencing the Common
                                            Shares shall contain the following legend:



 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE OCTOBER [●], 2022.”


 


THE
ISSUANCE OF THE SECURITIES REPRESENTED BY THIS ENTRY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN
THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS.


 




    	 



    	-8-



    

 


	10.2	Manner
                                            of Debtor’s Exercise of Right to Pay Interest with Common Shares



 


		(a)	If
                                            Debtor wishes to pay the accrued and unpaid interest under this Debenture through the issuance
                                            of Common Shares pursuant to Section 10.1, it shall deliver to Debentureholder, at least
                                            five (5) Business Days prior to the Debtor Interest Conversion Date, the Debtor Interest
                                            Conversion Form set forth in Exhibit “B” hereto (the “Debtor
                                            Interest Conversion Form”), duly executed by the Obligors, irrevocably exercising
                                            Debtor’s right to pay the accrued and unpaid interest set out in the Debtor Interest
                                            Conversion Form through the issuance of Common Shares and specifying the applicable Debtor
                                            Interest Conversion Date (being a Quarter End or, in the case of Section 10.1(b), such other
                                            date upon which accrued but unpaid interest otherwise becomes due and payable hereunder)
                                            upon which such right will be exercised in accordance with the provisions hereof. Upon delivery
                                            of the Debtor Interest Conversion Form, Debentureholder or its nominee, participant or assignee
                                            shall be entitled to be entered in the books of Debtor as at the Debtor Interest Conversion
                                            Date as the holder of the number of Common Shares received in lieu of the cash payment of
                                            the accrued and unpaid interest in accordance with the provisions hereof and, as soon as
                                            practicable thereafter and in any event within three (3) Business Days, Debtor shall deliver
                                            or cause to be delivered to Debentureholder or, subject as aforesaid, its nominee, participant
                                            or assignee, a certificate for such Common Shares.



 


		(b)	For
                                            the purposes hereof, the “Debtor Interest Conversion Date” shall be the
                                            date specified in the Debtor Interest Conversion Form delivered by Debtor to Debentureholder
                                            in accordance with Section 10.2(a) as the effective date upon which Debtor intends to exercise
                                            its conversion privilege in accordance with Section 10.1(a) or (b).



 


		(c)	Debentureholder
                                            shall keep records of payments and conversions and such records shall be prima facia
                                            evidence of such payments and conversions.



 


		(d)	Common
                                            Shares issued in lieu of cash payments of interest owing under this Debenture in accordance
                                            with the terms hereof shall be entitled to all rights and privileges accorded to holders
                                            of record of Common Shares on and after the Debtor Interest Conversion Date, from which date
                                            they will for all purposes be and be deemed to be issued and outstanding as fully paid and
                                            non-assessable Common Shares.



 


		(e)	If
                                            Debtor elects to pay the accrued and unpaid interest under this Debenture through the issuance
                                            of Common Shares pursuant to Section 10.1, Debtor shall take all such actions and issue,
                                            execute and deliver, as applicable, all such certificates, documents and instruments as shall
                                            be required to validly issue as fully paid and non-assessable such Common Shares in accordance
                                            with the terms hereof and entitle Debentureholder (or its nominee, participant or assignee)
                                            to all rights and privileges accorded to holders of record of Common Shares on and after
                                            the Debtor Interest Conversion Date.



 


	10.3	Debentureholder’s
                                            Privilege



 


Debentureholder
may, at its option from the date hereof until the earlier of the date of (i) repayment in full of the Principal Amount, and (ii) the
Maturity Date (such date is hereinafter referred to as the “Debenture Repayment Date”), elect to receive Common Shares,
in lieu of cash payment of the outstanding Principal Amount at the Debentureholder Conversion Price. If Debentureholder does not elect
to receive Common Shares in lieu of cash payment of the outstanding Principal Amount on or before the Debenture Repayment Date, Debtor
shall repay the outstanding Principal Amount, and all accrued and unpaid interest and any other amounts owing hereunder, in cash (subject
to Debtor’s right to pay accrued and unpaid interest by issuing Common Shares in accordance with Section 10.1), on the Debenture
Repayment Date. For greater certainty, no Prepayment Interest Premium on any part of the Principal Amount will be owing in the event
of any such election by Debentureholder to receive Common Shares in lieu of cash payment of the Principal Amount or any such repayment
in cash of the Principal Amount on the Maturity Date.


 




    	 



    	-9-



    




 


	10.4	Manner
                                            of Debentureholder’s Exercise of Right to Receive Common Shares in Lieu of Cash



 


		(a)	If
                                            Debentureholder wishes to exercise the optional conversion privilege contained in Section
                                            10.3 of this Debenture, Debentureholder shall deliver to Debtor at least ten (10) Business
                                            Days prior to the Debentureholder Conversion Date the duly completed written notice substantially
                                            in the form of Exhibit “C” attached hereto (the “Debentureholder
                                            Conversion Form”), duly executed by Debentureholder, exercising its right to convert
                                            the outstanding Principal Amount into Common Shares on the Debentureholder Conversion Date
                                            and otherwise in accordance with the provisions hereof. Upon the delivery of the Debentureholder
                                            Conversion Form, Debentureholder or its nominee, participant or assignee shall be entitled
                                            to be entered into the books of Debtor as at the Debenture Repayment Date as the holder of
                                            the number of Common Shares received in lieu of the cash payment of the Principal Amount
                                            and, as soon as practicable thereafter and in any event within three (3) Business Days, Debtor
                                            shall deliver to Debentureholder or its nominee, participant or assignee a certificate for
                                            such Common Shares. 



 


		(b)	Upon
                                            (i) the Debentureholder exercising its right to convert all outstanding Principal Amount,
                                            (ii) the Debentureholder receiving payment of all accrued and unpaid interest and other amounts
                                            owing to it hereunder, and (iii) receipt by Debentureholder or its nominee, participant or
                                            assignee of certificates representing the Common Shares issuable upon such conversion, satisfactory
                                            to Debentureholder, Debentureholder shall surrender this Debenture to Debtor at the address
                                            listed in Section 15 against receipt of an acknowledgement from the Obligors, satisfactory
                                            to Debentureholder, that any contingent obligations stated to survive termination, continue
                                            in full force and effect. 



 


		(c)	The
                                            surrender of this Debenture and the notice given pursuant to Section 10.4(a) shall be deemed
                                            to constitute a contract between Debentureholder and Debtor whereby (i) Debentureholder or
                                            its nominee, participant or assignee subscribes for the number of Common Shares which Debentureholder
                                            shall be entitled to receive on such conversion and (ii) upon receipt of certificates representing
                                            the Common Shares issuable upon conversion hereunder and payment to Debentureholder of accrued
                                            and unpaid interest and all other amounts owing hereunder, Debentureholder releases Debtor
                                            from all liability under this Debenture with respect to the Principal Amount and any accrued
                                            but unpaid interest. For greater certainty, any such release excludes any contingent obligations
                                            stated to survive termination of the Debenture.



 








		(d)	With
                                            respect to any Common Shares which may be issued upon conversion in accordance with Section
                                            10.3, as required from time to time under the securities legislation which governs Debtor
                                            or any hold period imposed by a regulatory authority, each of Debentureholder agrees to be
                                            bound by any applicable hold period. The certificates evidencing the Common Shares shall
                                            contain the following legend:



 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE OCTOBER ●, 2022.”


 


[THE
ISSUANCE OF THE SECURITIES REPRESENTED BY THIS ENTRY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITITES
LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN
THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS.]


 


		(e)	For
                                            the purposes hereof, the “Debentureholder Conversion Date” shall be deemed
                                            to be the date specified in the Debentureholder Conversion Form delivered by Debentureholder
                                            to Debtor in accordance with Section 10.4(a).



 


		(f)	Debentureholder
                                            shall keep records of payments and conversions and such records shall be prima facia
                                            evidence of such payments and conversions.



 


		(g)	Common
                                            Shares issued upon conversion of this Debenture in accordance with the terms hereof shall
                                            be entitled to all rights and privileges accorded to holders of record of Common Shares on
                                            and after the Debentureholder Conversion Date, from which date they will for all purposes
                                            be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.



 


		(h)	If
                                            Debentureholder elects to receive Common Shares in lieu of cash payment of the Principal
                                            Amount pursuant to Section 10.3, Debtor shall take all such actions and issue, execute and
                                            deliver, as applicable, all such certificates, documents and instruments as shall be required
                                            to validly issue as fully paid and non-assessable such Common Shares in accordance with the
                                            terms hereof and entitle Debentureholder (or its nominee. participant or assignee) to all
                                            rights and privileges accorded to holders of record of Common Shares on and after the Debenture
                                            Conversion Date.



 


	10.5	No
                                            Requirement to Issue Fractional Shares



 


Debtor
shall not issue fractional Common Shares upon the exercise of Debtor’s interest privileges under Section 10.1 or Debentureholder’s
privilege under Section 10.3. If any fractional interest in a Common Share would, except for the provisions of this Section 10.5, be
deliverable upon conversion, any such fractional interest shall be rounded down to the nearest whole number of Common Shares.


 




    	 



    	-10-



    

 


	10.6	Conversion
                                            Adjustment



 


The
Debentureholder Conversion Price in effect at any time is subject to adjustment from time to time in the events and in the manner provided
as follows:


 


		(a)	Common
                                            Share Reorganization. If and whenever at any time after the date hereof and prior
                                            to the Maturity Date, Debtor:



 


		(i)	issues
                                            Common Shares or securities exchangeable for or convertible into Common Shares to the holders
                                            of the Common Shares as a stock dividend or rights to holders of the Common Shares to acquire
                                            additional Common Shares pursuant to a rights offering;



 


		(ii)	makes
                                            a distribution on its outstanding Common Shares payable in Common Shares or securities exchangeable
                                            for or convertible into Common Shares;



 


		(iii)	subdivides
                                            or re-divides its outstanding Common Shares into a greater number of shares; or



 


		(iv)	consolidates
                                            its outstanding Common Shares into a smaller number of shares,



 


(any
of such events being called a “Common Share Reorganization”), then the Debentureholder Conversion Price will be adjusted
effective immediately after the effective date or record date for the happening of a Common Share Reorganization, as the case may be,
at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the Debentureholder
Conversion Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which is the number
of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator
of which is the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in
the case where rights to acquire Common Shares or securities exchangeable for or convertible into Common Shares are distributed, the
number of Common Shares that would have been outstanding had all such rights been exercised to acquired Common Shares or securities been
exchanged for or converted into Common Shares on such effective date or record date).


 


		(b)	Capital
                                            Reorganization. If and whenever at any time after the date hereof and prior to the
                                            Maturity Date there is a reclassification of the Common Shares outstanding at any time or
                                            a change of the Common Shares into other shares or into other securities (other than a Common
                                            Share Reorganization), or a consolidation, amalgamation, arrangement or merger of Debtor
                                            with or into any other corporation or other entity (other than a consolidation, amalgamation,
                                            arrangement or merger which does not result in any reclassification of the outstanding Common
                                            Shares or a change of the Common Shares into other shares), or a transfer of the undertaking
                                            or assets of Debtor as an entirety or substantially as an entirety to another corporation
                                            or other entity (any of such events being called a “Capital Reorganization”),
                                            Debentureholder, upon the exercise of any conversion privilege contained in the Debenture
                                            after the effective date of such Capital Reorganization, will be entitled to receive in lieu
                                            of the number of Common Shares to which Debentureholder was theretofore entitled upon such
                                            conversion, the aggregate number of shares, other securities or other property which Debentureholder
                                            would have been entitled to receive as a result of such Capital Reorganization if, on the
                                            effective date thereof, Debentureholder had been the registered holder of the number of Common
                                            Shares to which Debentureholder was theretofore entitled upon conversion of this Debenture.
                                            If determined appropriate by action of the directors of Debtor, appropriate adjustments will
                                            be made as a result of any such Capital Reorganization in the application of the provisions
                                            set forth herein with respect to the rights and interests thereafter of Debentureholder to
                                            the end that the provisions set forth herein will thereafter correspondingly be made applicable
                                            as nearly as may reasonably be practicable in relation to any shares, other securities or
                                            other property thereafter deliverable upon the exercise of a conversion privilege. Any such
                                            adjustment must be made by and set forth in an amendment to this Debenture approved by action
                                            of the directors of Debtor and will for all purposes be conclusively deemed to be an appropriate
                                            adjustment.



 




    	 



    	-11-



    

 


	10.7	Rules
                                            Regarding Calculation of Adjustment of Debentureholder Conversion Price



 


		(a)	Cumulative.
                                            The adjustments provided for in Section 10.6 are cumulative and will, in the case
                                            of adjustments to the Debentureholder Conversion Price, be computed to the nearest one-tenth
                                            of one cent and will be made successively whenever an event referred to therein occurs, subject
                                            to the following provisions of this Section 10.7.



 


		(b)	Minimum
                                            1% Change. No adjustment in the Debentureholder Conversion Price is required to be
                                            made unless such adjustment would result in a change of at least 1% in the prevailing Debentureholder
                                            Conversion Price; provided however that any adjustments which, except for the provisions
                                            of this Section 10.7, would otherwise have been required to be made, will be carried forward
                                            and taken into account in any subsequent adjustments.



 


		(c)	Discretion
                                            of the Board. In case Debtor or Guarantor after the Effective Date takes any action
                                            affecting the Common Shares, other than actions described in Section 10.6, which in the opinion
                                            of the board of directors of Debtor would materially affect the rights of Debentureholder
                                            hereunder, the Debentureholder Conversion Price will be adjusted in such manner, if any,
                                            and at such time, by action of the directors of Debtor, but subject in all cases to any necessary
                                            regulatory approval. Failure to take any action by the directors of Debtor so as to provide
                                            for an adjustment on or prior to the effective date of any action by Debtor affecting the
                                            Common Shares will be conclusive evidence that the board of directors of Debtor has determined
                                            that it is equitable to make no adjustment in the circumstances.



 


		(d)	Disputes.
                                            If at any time a dispute arises with respect to adjustments provided for in Section
                                            10.6, such dispute will be conclusively determined by a firm of independent chartered accountants
                                            as may be selected by Debentureholder and approved by Obligors acting reasonably, and any
                                            such determination will be binding upon the Obligors and Debentureholder. The Obligors will
                                            provide such firm of independent chartered accountants with access to all necessary records
                                            of Obligors.



 


		(e)	Notice
                                            of Event Requiring Adjustment. Debtor will from time to time, as soon as is reasonably
                                            practicable after the occurrence of any event which requires an adjustment or readjustment
                                            as provided in Section 10.6, give written notice to Debentureholder specifying the event
                                            requiring such adjustment or readjustment and the results thereof, including the resulting
                                            Debentureholder Conversion Price, and setting forth in reasonable detail the method of calculation
                                            and the facts upon which such calculation is based.



 








		(f)	Notice
                                            of Intention to Fix Record Date. Debtor covenants to and in favour of Debentureholder
                                            that so long as any Principal Amount hereunder remains outstanding, it will give written
                                            notice to Debentureholder of its intention to fix a record date for any event referred to
                                            in Section 10.6 (other than a subdivision or consolidation of Common Shares) which may give
                                            rise to an adjustment in the Debentureholder Conversion Price and, in each case, such notice
                                            must specify the particulars of such event, the record date and the effective date for such
                                            event; provided that Debtor is only required to specify in such notice such particulars of
                                            such event as have been fixed and determined on the date on which such notice is given. Such
                                            notice must be given not less than five (5) Business Days, in each case, prior to such applicable
                                            record date or effective date.



 






    	 



    	-12-



    




 


	11.	REPRESENTATIONS
                                            AND WARRANTIES



 


	11.1	Obligors’
                                            Representations and Warranties 



 


Each
Obligor hereby represents and warrants to Debentureholder as of the date of this Debenture and as of the Funding Date (unless otherwise
specified in Exhibit “D”) and so long as any Obligations remain outstanding, as set out in Exhibit “D”
and acknowledges that Debentureholder is relying upon such representations and warranties in entering into the transactions that
give rise to the Principal Amount, which representations and warranties shall survive the execution and delivery of this Debenture.


 


	11.2	Knowledge
                                            of Obligors



 


Where
any representation or warranty contained in Exhibit “D” is expressly qualified by reference to the “knowledge”
of Obligors, it shall be deemed to refer to the actual knowledge of Richard Williams, as Executive Chairman of Debtor, Sam Ash, as Chief
Executive Officer of Debtor and President of Guarantor, David Wiens, as Chief Financial Officer of Debtor, and Bradley Barnett, as Vice
President of Sustainability of Debtor and Secretary of Guarantor, and all information which ought to have been known by each of them
after conducting a reasonable inquiry into the matters in question, whether or not any such inquiry was actually made.


 


	11.3	Accredited
                                            Investor



 


Debentureholder
hereby represents and warrants to the Obligors that Debentureholder is an accredited investor, within the meaning of National Instrument
45-106 – Prospectus Exemptions.


 


	12.	COVENANTS



 


Each
Obligor covenants and agrees with Debentureholder that, unless compliance has been waived in writing by Debentureholder and so long as
any Obligations remain outstanding:


 


		(a)	Punctual
                                            Payment of Obligations. Each Obligor shall make payment of, and perform, all of its Obligations
                                            when due.



 


		(b)	Reserve
                                            Common Shares. Debtor covenants to reserve and keep available, at all times, such number
                                            of Common Shares as may be reasonably required to satisfy the conversion rights under this
                                            Debenture, in whole or in part, into Common Shares pursuant to Section 10. All Common Shares
                                            which shall so be issuable shall be duly and validly issued, fully paid and non-assessable.



 


		(c)	No
                                            Material Change in Conducting of Business. Each Obligor shall, and it shall cause each
                                            of its Subsidiaries to, carry out and perform all operations and activities in a commercially
                                            prudent manner and in accordance with all Applicable Laws, all applicable Authorizations
                                            and Other Rights and Good Practice Standards.



 




    	 



    	-13-



    

 


		(d)	Compliance
                                            with Laws and Contracts. Each Obligor will, and shall cause each of its Subsidiaries
                                            to, obtain and maintain in force (or where appropriate, promptly renew) all Authorizations
                                            reasonably necessary for carrying out its business and operations generally, including those
                                            Authorizations required under each Transaction Document, and at all times comply with all
                                            Applicable Laws and regulations relating to it and its business other than (except in the
                                            case of Anti-Bribery Laws and Anti-Money Laundering Laws) where such noncompliance would
                                            not reasonably be expected to have a Material Adverse Effect.



 


		(e)	Maintenance
                                            of Accounting Methods and Financial Records. Each Obligor will, and shall cause each
                                            of its Subsidiaries to, maintain a system of accounting which is established and administered
                                            in accordance with US GAAP consistently applied, keep adequate records and books of account
                                            in which accurate and complete entries shall be made in accordance with such accounting principles
                                            reflecting all transactions required to be reflected by such accounting principles, keep
                                            accurate and complete records of any property owned by it.



 


		(f)	Books;
                                            Records; Inspections. Each Obligor will keep, and shall cause each of its Subsidiaries
                                            to keep, true, complete and accurate Books and Records of all of its operations and activities
                                            in a manner consistent with customary and prudent commercial practice. Subject to the confidentiality
                                            provisions of this Debenture, each Obligor shall, and shall cause each of its Subsidiaries
                                            to, on written request by Debentureholder, provide copies to Debentureholder, and permit
                                            Debentureholder and its authorized representatives to perform audits or other reviews and
                                            examinations from time to time and at Debentureholder’s sole expense, of Debtor’s
                                            and each Subsidiaries’ (including Guarantor), Books and Records that are available
                                            to the shareholders of Debtor.



 


		(g)	Maintenance
                                            of Legal Existence. Each Obligor shall, and shall cause each of its Subsidiaries to,
                                            preserve and maintain its corporate existence in good standing.



 


		(h)	Notice
                                            to Debentureholder of an Event of Default. Upon either Obligor becoming aware of the
                                            occurrence of either an Event of Default or Pending Event of Default, Debtor shall promptly
                                            deliver to Debentureholder a notice specifying the nature and date of occurrence of such
                                            Event of Default or Pending Event of Default, the Obligors’ assessment of the duration
                                            and effect thereof and the action which the Obligors propose to take with respect thereto.



 


		(i)	Payment
                                            of Taxes/Claims. Each Obligor will timely file all Tax returns as and when required pursuant
                                            to Applicable Law and pay and discharge or cause to be paid and discharged, promptly when
                                            due, all Taxes imposed upon them or in respect of the Project or any of the Project Assets
                                            or upon the income or profits therefrom as well as all claims of any kind (including claims
                                            for labour, materials, supplies and rent) which, if unpaid, might become a Lien upon any
                                            of its property or assets (other than Taxes the amount, applicability or validity of which
                                            are being contested in good faith by appropriate proceedings diligently conducted), withhold
                                            and collect all Taxes required to be withheld and collected by them and remit such Taxes
                                            to the appropriate Governmental Authority at the time and in the manner required by Applicable
                                            Law, and pay and discharge immediately upon knowledge by an Obligor of the existence of any
                                            Lien unless such Lien is a Permitted Lien.



 




    	 



    	-14-



    

 


		(j)	No
                                            Amalgamation, Merger, Wind-Up, Change in Control, Etc. Neither Obligor shall consolidate,
                                            amalgamate with, or merge with or into, or transfer all or substantially all its assets to,
                                            or reorganize, reincorporate or reconstitute into or as another entity without the prior
                                            written consent of Debentureholder not to be unreasonably withheld.



 


		(k)	Maintain
                                            Listing. Each Obligor shall take all steps necessary to ensure that the Common Shares
                                            and any Common Shares issued to Debentureholder pursuant to this Debenture, are listed and
                                            posted for trading on any stock exchange which Debtor’s Common Shares are posted and
                                            listed for trading on (subject, in the case of any Common Shares issued to Debentureholder
                                            pursuant to the terms hereof, to any applicable hold periods, not to exceed six months plus
                                            one day), and will use commercially reasonable efforts to maintain such listing and posting
                                            for trading of such Common Shares on the Stock Exchange, and will use commercially reasonable
                                            efforts to maintain Debtor’s status as a “reporting issuer” not in default
                                            of the requirements of the Applicable Securities Legislation.



 


		(l)	Reporting.
                                            The Obligors shall deliver the following to Debentureholder:



 


		(i)	monthly,
                                            quarterly and annual customary operational, exploration and financial reports, to be provided
                                            within ten (10) Business Days of completion, provided that monthly reports are only to be
                                            provided if, as and when prepared by or on behalf of either Obligor;



 


		(ii)	promptly
                                            upon preparation thereof, reasonably detailed environmental reports, reports on safety and
                                            community matters, operational budgets, annual production forecast, and life of mine operating
                                            plans (and notice of any material change to the life of mine operating plan promptly following
                                            such change);



 


		(iii)	annual
                                            reserve and resource reports prepared in accordance with NI 43-101;



 


		(iv)	annual
                                            reports detailing reconciliation of resource model, mine grade control and process facilities;



 


		(v)	any
                                            other material engineering or economic studies (as and when prepared);



 


		(vi)	on
                                            an annual basis, list of the Mining Rights underlying the Property or any changes from the
                                            prior year’s list;



 


		(vii)	copies
                                            of all material contracts, studies or reports relating to the Property, the Mine or the Products
                                            that may be reasonably requested by Debentureholder and promptly following the receipt thereof
                                            copies of any notice of default, termination or enforcement action under any such contract
                                            or occurrence of any other material event in respect of the Property or Mine;



 


		(viii)	notice
                                            of any other material event concerning the Project, the Property, either Obligor including
                                            any force majeure, labour or civil disruption, actual or threatened legal action, actual
                                            or threatened withdrawal of any permit or third-party approval, any material human rights,
                                            community, health and safety, other social, animal welfare, conservation, other environmental,
                                            or corporate governance controversies or initiatives or any change in law materially impacting
                                            the Property; 



 


		(ix)	within
                                            90 days of the end of each fiscal year and to the extent prepared by management, Debtor shall
                                            deliver to Debentureholder its unaudited, unconsolidated financial statements and to the
                                            extent prepared and delivered to any third party, its audited unconsolidated financial statements;
                                            and



 


		(x)	such
                                            other operational, exploration and financial information concerning the Obligors or the Project
                                            as Debentureholder shall reasonably request from time to time.







 




    	 



    	-15-



    




 





		(m)	Further
                                            Assurances. Each Obligor will, and will cause any Subsidiary to, execute and deliver
                                            to Debentureholder all such documents, instruments and agreements and do all such other acts
                                            and things as may be reasonably required, in the opinion of Debentureholder, to carry out
                                            the purpose of the Transaction Documents or any other document to which it is a party or
                                            to enable Debentureholder to exercise and enforce its rights under hereunder or thereunder.
                                            For greater certainty, Debtor will cause to be delivered all such certificates and legal
                                            opinions as may be required to remove the legends on this Debenture or the Common Shares
                                            issued hereunder upon the expiry of the applicable hold periods.





 


		(n)	Cash
                                            Balance. Each Obligor shall maintain at all times a positive cash balance.



 


		(o)	Working
                                            Capital. Each Obligor shall maintain positive working capital as at the end of each financial
                                            quarter, commencing with the financial quarter ending June 30, 2022, as determined from Debtor’s
                                            most recent annual and quarterly financial statements that are filed and available on SEDAR
                                            and/or EDGAR, where working capital is the current assets less the current liabilities (both
                                            as defined by US GAAP) of Debtor on a consolidated basis, but (i) excluding the outstanding
                                            indebtedness under the non-convertible promissory note issued by the Debtor to Nicolas Grace
                                            on September 21, 2021 and any non-cash liabilities included in the calculation of current
                                            liabilities, and (ii) including the net proceeds of any debt or equity financing received
                                            between the relevant quarterly or annual filing date and the applicable reporting date or
                                            during the relevant Cure Period.



 


		(p)	Indebtedness.
                                            The Obligors shall not create, incur, assume or permit to exist any Funded Debt other
                                            than Permitted Indebtedness.



 


		(q)	No
                                            Liens. The Obligors shall not create, incur, assume or permit to exist any Lien on any
                                            property or asset now owned or hereafter acquired by the Obligors or any one of them except
                                            Permitted Liens.



 


		(r)	No
                                            Dispositions. The Obligors shall not Dispose of (whether in one or a series of transactions)
                                            any of the Property or any Project Assets, or enter into any agreement to do any of the foregoing,
                                            except for (i) the sale of inventory in the ordinary course of business, or (ii) the sale
                                            of equipment that is obsolete, surplus, worn out or no longer useful for the purposes of
                                            constructing and developing the Project. Without limiting the generality of the foregoing,
                                            Debtor shall not Dispose of any of the Equity Securities in the capital of Guarantor.



 


		(s)	No
                                            Investments. No Obligor shall make (a) any direct or indirect investment in or purchase
                                            or other acquisition of Equity Securities of any other Person, (b) any loan or advance to,
                                            purchase of debt securities of, or arrangement for the purpose of providing credit to (excluding
                                            extensions of trade credit in the ordinary course of business in accordance with customary
                                            commercial terms) any other Person, or (c) any capital contribution to (whether by means
                                            of a transfer of cash or other property or any payment for property or services for the account
                                            or use of) any other Person; except:



 


		(i)	investments
                                            (including by subscription in Equity Securities of), loans, advances or capital contributions
                                            made by Debtor in or to Guarantor;



 





		(ii)	investments,
                                            advances or capital contributions in connection with a joint venture between Debtor and MineWater
                                            Finance LLC relating to the London mining district in Colorado, as publicly disclosed by
                                            Debtor on October 4, 2021, provided that, and only to the extent that, such investments,
                                            advances or capital contributions are set out in Debtor’s board-approved Project Financial
                                            Plan (as defined in the Exclusivity Agreement) that has been approved by Debentureholder;
                                            or



 


		(iii)	with
                                            the prior written consent of Debentureholder not to be unreasonably withheld.







 




    	 



    	-16-



    




 





		(t)	No
                                            Acquisitions. No Obligor shall purchase or otherwise acquire regardless of how accomplished
                                            or effected, (a) any other Person (including any purchase or acquisition of such number of
                                            the issued and outstanding securities of, or such portion of equity interest in, such other
                                            Person so that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates)
                                            or of all or substantially all of the property of any other Person, or (b) any division,
                                            business, operation or undertaking of any other Person or of all or substantially all of
                                            the property of any division, business, operation or undertaking of any other Person; except
                                            for the acquisition of the Property from Placer Mining Inc. or with the prior written consent
                                            of Debentureholder, such consent not to be unreasonably withheld.





 


		(u)	No
                                            Distributions. No Obligor shall (i) retire, redeem, retract, purchase or otherwise acquire
                                            any Equity Securities of such Obligor; (ii) declare or pay any dividend, return of capital
                                            or other distribution (in cash, securities or other property, or otherwise) of, on or in
                                            respect of, any Equity Securities of such Obligor; (iii) make any payment or distribution
                                            (in cash, securities or other property, or otherwise) on or in respect of, its Equity Securities;
                                            (iv) pay, redeem, repurchase or otherwise acquire any Funded Debt, including any payment
                                            on account of principal, interest, bonus, premium, make-whole or otherwise; or (v) pay any
                                            management, consulting or similar fee or any bonus payment or comparable payment, or by way
                                            of gift or gratuity, to any Related Party of such Person or to any director or officer thereof,
                                            excluding, for greater certainty, (i) employment compensation in the ordinary course of business,
                                            and (ii) principal, interest and other amounts that may become payable under this Debenture
                                            or the Convertible Debentures.



 


		(v)	EPA
                                            Settlement. Each Obligor shall provide all such bonds, letters of credit and other assurances,
                                            indemnifications, instruments and documents as may be required to complete the Obligors’
                                            financial assurance obligations under the EPA Settlement Agreement and shall take all such
                                            actions and steps and do all such things as may be required to cause the release of the Liens
                                            in favour of the EPA as soon as reasonably practicable and in any event on or before 180
                                            days after the First Amendment Effective Date. Each Obligor shall comply in all respects
                                            with its obligations under the EPA Settlement Agreement and in all material respects with
                                            all other agreements, Authorizations and Other Rights necessary for the construction, development
                                            and operation of the Project as contemplated by the current development or mine plan.



 








		(w)	Project
                                            Maintenance. Each Obligor shall all times do or cause to be done all things necessary
                                            to maintain the Project in good standing, including paying or causing to be paid all Taxes
                                            owing in respect of the Project Assets, performing or causing to be performed all required
                                            assessment work thereon, paying or causing to be paid all maintenance fees and other amounts
                                            owing in respect of the Project Assets, paying or causing to be paid all rents and other
                                            payments in respect of leased properties forming a part thereof and otherwise maintaining
                                            the Property and other Project Assets in accordance with Applicable Laws;



 


If
an Obligor fails to perform any covenant or any other provision of any of the Credit Documents, Debentureholder may, in its discretion,
perform any such covenant capable of being performed by it, and if any such covenant requires the payment of money Debentureholder may,
in its discretion, make any such payments. All sums so expended by Debentureholder shall be payable on demand and, until paid, shall
be added to, and be deemed to be included in the Obligations and shall bear interest at the same rate applicable to principal.


 






    	 



    	-17-



    




 


	13.	DEFAULT



 


		(a)	The
                                            occurrence of any one or more of the following events shall constitute an “Event
                                            of Default” under this Debenture:



 


		(i)	Payment.
                                            If Debtor fails to pay any Principal Amount when due hereunder or fails to pay interest or
                                            any other amount when due hereunder and, in the case of interest or such other amount, such
                                            failure remains outstanding and unremedied for two (2) Business Days;



 


		(ii)	Representations
                                            and Warranties. If any representation or warranty made in any of the Credit Documents
                                            by either Obligor, or if any certificate or opinion furnished to Debentureholder pursuant
                                            to the provisions hereof proves to have been materially incorrect, incomplete or misleading
                                            as of the time made or repeated or deemed to be made or repeated, and such inaccuracy is
                                            not remedied within the Cure Period;



 


		(iii)	Failure
                                            to Perform. Other than as otherwise specified in Section 13(a), if an Obligor defaults
                                            in the performance of any of its covenants or obligations under any of the Credit Documents
                                            and provided that such default is capable of being remedied, and such default is not remedied
                                            within the Cure Period;



 


		(iv)	Cross
                                            Default. Either Obligor (i) fails to make any payment when such payment is due and payable
                                            to any Person in relation to any Indebtedness having a principal amount in excess of US$250,000
                                            (including any other Series 2 Convertible Debenture, any Series 1 Convertible Debenture or
                                            the Royalty Convertible Debenture), and any applicable grace period in relation thereto has
                                            expired, or (ii) defaults in the observance or performance of any other agreement or condition
                                            in relation to any such Indebtedness or contained in any instrument or agreement evidencing,
                                            securing or relating thereto, or any other event occurs or condition exists, the effect of
                                            which default or other condition, if not remedied within any applicable grace period, would
                                            be to cause, or to permit the holder of such Indebtedness to declare such Indebtedness to
                                            become due prior to its stated maturity date;



 


		(v)	Material
                                            Permits and Condemnation. Any Governmental Authority directly or indirectly condemns,
                                            expropriates, nationalizes, seizes or appropriates any material portion of the Property or
                                            the Project Assets or any Required Authorization or Other Right necessary for the construction
                                            and operation of the Project that has been previously obtained by any Obligor is suspended,
                                            cancelled, revoked, forfeited, surrendered, refused renewal or terminated (whether in whole
                                            or in part) or otherwise is not, or ceases to be, in full force and effect at any time;



 




    	 



    	-18-



    

 


		(vi)	Insolvency.
                                            If either Obligor fails to pay its debts generally as they fall due or suspends making payments
                                            on all or any class of its debts or announces an intention to do so or begins negotiations
                                            with one or more creditors with a view to rescheduling any of its indebtedness;



 


		(vii)	Illegality.
                                            If it becomes unlawful for any Obligor to perform any of its obligations under any of the
                                            Transaction Documents or any of its obligations under any Credit Document cease to be valid,
                                            binding or enforceable or any Obligor repudiates or contests, in whole or in part, any obligations
                                            under the Credit Documents;



 


		(viii)	Bankruptcy
                                            or Similar Proceedings. Upon the occurrence of an Insolvency Event affecting any Obligor
                                            or any Subsidiary of Debtor;



 


		(ix)	Material
                                            Adverse Effect. If an event or series of events occur which has or with the passage of
                                            time or notice or both, would have a Material Adverse Effect;



 


		(x)	Loss
                                            of Perfected Lien. If any of the Liens created under the Security shall cease to be a
                                            valid and perfected first priority lien on any Collateral thereunder or any Project Assets
                                            intended to be Collateral thereunder, subject only to Permitted Liens which rank by law in
                                            priority;



 


		(xi)	Surety
                                            Indemnities. If either Obligor fails to make any payment as and when due and payable
                                            and owing to the Sureties or defaults in the observance or performance of any other agreement
                                            or condition in any Indemnity or any other agreement with a Surety.



 


		(xii)	Judgment.
                                            If one or more final judgments or decrees for the payment of (A) in the case of any judgment
                                            or decree in respect of obligations or other arrangements with Debentureholder or any of
                                            its Affiliates (including funds managed by any of its Affiliates), any money, or (B) in any
                                            other case, money in excess of US$500,000 in the aggregate for all such cases and no more
                                            than US$250,000 in any one year period, shall have been obtained or entered against an Obligor
                                            or any of its Subsidiaries provided such judgments or decrees shall not have been and remain
                                            vacated, discharged or stayed pending appeal within the applicable appeal period; or



 


		(xiii)	Authorizations.
                                            If any Authorization by a Governmental Authority necessary for the performance of any obligation
                                            of an Obligor or any Subsidiary of Debtor under any Credit Document ceases to be in full
                                            force and effect.



 




    	 



    	-19-



    

 





		(b)	Upon
                                            the occurrence of an Event of Default under Section 13(a)(viii), the Obligations shall automatically
                                            and immediately become due and payable and upon the occurrence and during the continuance
                                            of any other Event of Default, Debentureholder may, by notice given to Debtor, declare all
                                            or part of Obligations to be due and payable either on demand or to be immediately due and
                                            payable without demand, in each case, all without presentment, protest or further notice
                                            of any kind, all of which are hereby expressly waived by the Obligors. The Obligations due
                                            and payable upon a declaration or automatic acceleration pursuant to this Section 13(b) will
                                            include the Prepayment Interest Premium. Each Obligor acknowledges and agrees that any such
                                            prepayment prior to the Maturity Date is subject to the Prepayment Interest Premium and that
                                            such amount represents a reasonable estimate of fair compensation payable to Debentureholder
                                            for the losses suffered by early prepayment and such amount is in the nature of liquidated
                                            damages and not a penalty.





 


		(c)	Upon
                                            any such declaration or automatic acceleration pursuant to Section 13(b), Debentureholder
                                            may, in its discretion, exercise any right or recourse and proceed by any action, suit, remedy
                                            or proceeding against the Obligors authorized or permitted by law for the recovery of the
                                            Obligations including bringing an action or instituting proceedings for damages or specific
                                            performance.



 


		(d)	Upon
                                            the occurrence and during the continuance of an Event of Default, the Security Agent shall
                                            at the request of, or may with the consent of, the Majority Creditors (as defined in the
                                            Security Sharing Agreement) realize upon the Collateral and enforce the rights of the Security
                                            Agent and the Sprott Entities under the Security.



 


		(e)	The
                                            rights and remedies of Debentureholder and the Security Agent hereunder and under the Security
                                            are cumulative and are in addition to and not in substitution for any other rights or remedies
                                            available at law or in equity or otherwise. No single or partial exercise by Debentureholder
                                            or the Security Agent of any right or remedy precludes or otherwise affects the exercise
                                            of any other right or remedy to which Debentureholder or the Security Agent may be entitled.



 





		(f)	No
                                            failure on the part of Debentureholder or the Security Agent to exercise and no delay in
                                            exercising, and no course of dealing with respect to, any right, power or privilege under
                                            any Credit Document shall operate as a waiver thereof nor shall any single or partial exercise
                                            of any right, power or privilege under any Credit Document preclude any other or further
                                            exercise thereof or the exercise of any other right, power, or privilege. The remedies provided
                                            herein are cumulative and not exclusive of any remedies provided by law. Any waiver by Debentureholder
                                            of the strict compliance with any term any Credit Document will not be deemed to be a waiver
                                            of any subsequent Event of Default.


 







    	 



    	-20-



    




 


	14.	DEFINITIONS
                                            AND INTERPRETATION



 


		(a)	Definitions.
                                            For the purposes of this Debenture and Exhibit “D”, capitalized words
                                            and phrases shall have the meanings set forth in Exhibit “A”.



 


		(b)	Accounting
                                            Principles. Where the character or amount of any asset or liability or item of revenue
                                            or expense is required to be determined, or any consolidation or other accounting computation
                                            is required to be made, for the purpose of the Credit Documents, such determination or calculation
                                            will, to the extent applicable and except as otherwise specified herein or as otherwise agreed
                                            in writing by the parties, be made in accordance with US GAAP.



 


		(c)	Terms
                                            Generally. Words importing the singular number include the plural and vice versa. Whenever
                                            the context may require, any pronoun shall include the corresponding masculine, feminine
                                            and neuter forms. All forms of “include” shall be deemed to be followed by the
                                            phrase “without limitation”. The word “will” shall have the same
                                            meaning and effect as “shall”. Unless the context requires otherwise (i) reference
                                            to any agreement or other document herein shall be construed as referring to such agreement
                                            or other document as from time to time amended (subject to any restrictions on such amendment
                                            set forth herein); (ii) reference to any Person shall be construed to include such Person’s
                                            successors and assigns; (iii) “herein”, “hereof” and “hereunder”,
                                            and similar words shall be construed to refer to this Debenture in its entirety and not to
                                            any particular provision hereof; and (iv) all references to sections, schedules and exhibits
                                            shall be construed to refer to sections of, schedules to and exhibits to this Debenture,
                                            and all such schedules and exhibits shall form part of this Debenture. The terms “conversion”,
                                            “convert”, “convertible” used in this Debenture and the Exhibits
                                            hereto shall be interpreted and deemed to mean with respect to the conversion of interest
                                            into Common Shares, the payment of accrued and unpaid interest owing hereunder through the
                                            issuance of Common Shares, and (y) with respect to the conversion of the outstanding Principal
                                            Amount into Common Shares, the election by Debentureholder to receive payment of the Principal
                                            Amount through the issuance of Common Shares.



 


		(d)	Security.
                                            It is hereby acknowledged and agreed that the Debentureholder is a Sprott Entity and that
                                            this Debenture has the benefit of all security delivered by the Obligors, or any one of them,
                                            in favour of the Security Agent or any other Sprott Entity as security for the PF Obligations,
                                            including the Mortgage, the Security Agreement and the Securities Pledge Agreement.



 


	15.	NOTICE



 


Any
notice or written communication given pursuant to or in connection with this Debenture shall be in writing and shall be given by delivering
the same personally or by prepaid courier, prepaid registered mail, or email, addressed to the party to be notified at the following
address of such party or at such other address of which such party has given notice to the other party hereto:


 


for
an Obligor,


 


Bunker
Hill Mining Corp.


82
Richmond St East


Toronto,
ON, M5C 1P1


 


	Attention:	[Redacted]
	Email:	[Redacted]




 


for
Debentureholder,


 


[Contact
information redacted]


 





	Attention:	[Redacted]
	Email:	[Redacted]


 





Any
such notice shall be conclusively deemed to have been given and received on the day of actual receipt by the addressee or, if given by
prepaid registered or certified mail, on the fifth day following the mailing date (absent a general disruption in postal service). A
Party may change its address by notice given in accordance with this Section to the other Parties.


 




    	 



    	-21-



    

 


	16.	CONFIDENTIALITY



 


		(a)	Subject
                                            to Section 16(b), neither Debentureholder nor the Obligors shall, without the express written
                                            consent of the other (which consent shall not be unreasonably withheld), disclose any non-public
                                            information in respect of the terms of the Credit Documents or otherwise received under or
                                            in conjunction with the Credit Documents, and none of Debentureholder and the Obligors shall
                                            issue any press releases concerning the terms of any Credit Document without the consent
                                            of the other after such parties having first reviewed the terms of such press release.



 


		(b)	Notwithstanding
                                            the foregoing, Debentureholder and the Obligors may disclose non-public information in respect
                                            of the terms of the Credit Documents or otherwise received under or in conjunction with the
                                            Credit Documents in the following circumstances:



 


		(i)	to
                                            



 


(A)
its limited partners, investors, auditor, legal counsel, lenders, underwriters, investment bankers and technical consultants, and


 


(B)
Persons with which it is considering or intends to enter into a transaction which would be permitted hereunder without the consent of
the other party under this Debenture (such Persons referred to in this Debenture, the “Proposed Transferees”) for
which such non-public information would reasonably be relevant (and to advisors and representatives of any such Person),


 


provided
that such disclosure is made on a need to know basis and that such Persons are advised of the confidential nature of the non-public information,
undertake to maintain the confidentiality of it and are strictly limited in their use of the non-public information to those purposes
necessary for such Persons to perform the services for which they were, or are proposed to be, retained or to consider or effect the
applicable transaction, or to monitor their investments in the case of limited partners or investors, as applicable;


 


		(ii)	where
                                            disclosure is necessary to comply with Applicable Laws, court order or regulatory request,
                                            provided that (x) such disclosure is limited to only that non-public information so required
                                            to be disclosed, and (y) the party required to disclose such information shall promptly notify
                                            the other party in writing to permit the other party, at its own expense, to have an opportunity
                                            to contest or seek to obtain an injunction or protective order or other remedy restricting
                                            the disclosure of such non-public information and, where applicable, that the party required
                                            to disclose such information has taken commercially reasonable efforts to avail itself of
                                            the full benefits of any laws, rules, regulations or contractual rights as to disclosure
                                            on a confidential basis to which it may be entitled;



 


		(iii)	for
                                            the purposes of the preparation and conduct of any court proceeding commenced under Section
                                            20(b);



 


		(iv)	where
                                            disclosure is required under Applicable Laws in connection with any initial public offering
                                            or subsequent public offering of securities of any Obligor or of Debentureholder or any Affiliate
                                            thereof;



 


		(v)	with
                                            the express written consent of the other party, such approval not to be unreasonably withheld,
                                            conditioned or delayed; and



 


		(vi)	to
                                            its Affiliates and those of its and its Affiliates’ directors, officers, employees,
                                            advisors and representatives who need to have knowledge of the non-public information and
                                            each such Person to whom the non-public information is disclosed is directed to comply with
                                            these terms of confidentiality (or is bound by professional obligations to maintain confidentiality).







 




    	 



    	-22-



    




 





		(c)	Each
                                            party shall ensure that its Affiliates who receive any non-public information pursuant to
                                            this Debenture and its and such Affiliates’ employees, directors, officers, advisors
                                            and representatives and those Persons listed in Section 16(b)(i) are made aware of this Section
                                            16 and comply with the provisions of this Section 16. Each party shall be liable to the other
                                            party for any improper use or disclosure of such terms or information by such Persons.





 


		(d)	For
                                            the purposes of this Section 16, the Obligors are one party and Debentureholder is the other
                                            party.



 


	17.	EXPENSES



 


The
Obligors will reimburse Debentureholder within thirty (30) days of Debentureholder providing a written invoice and supporting documentation
in respect thereof, all of Debentureholder’s reasonable out-of-pocket costs and expenses incurred in respect of the negotiation,
registration, enforcement of, or the preservation of rights under the Credit Documents, including the reasonable fees and expenses of
legal counsel for Debentureholder in connection therewith.


 


	18.	INDEMNIFICATION



 


Each
Obligor hereby indemnifies Debentureholder, its affiliates and their respective directors, officers and employees, from and against,
any claim, damage, loss, liability, judgment, suit, cost or expense of any kind (including reasonable fees and expenses of counsel),
arising directly out of:


 


		(a)	any
                                            breach by an Obligor of any representation, warranty or covenant contained herein; and



 


		(b)	the
                                            enforcement by Debentureholder of any right or remedy hereunder.



 


	19.	SUCCESSORS
                                            AND ASSIGNS, WAIVER AND ACKNOWLEDGEMENT



 


		(a)	Neither
                                            Obligor may transfer, assign or convey any of its obligations under the Credit Documents
                                            to any Person without the prior written consent of Debentureholder. Debentureholder may transfer,
                                            assign or convey the Credit Documents or any of its rights or obligations thereunder, in
                                            whole or in part, without the consent of the Obligors.



 


		(b)	This
                                            Debenture shall be binding upon each Obligor and its successors and permitted assigns and
                                            shall enure to the benefit of Debentureholder and its successors and assigns. Any reference
                                            herein to Debentureholder shall include its successors and assigns as if specifically named.
                                            This Debenture is a negotiable instrument. Presentment for payment, demand, protest, notice
                                            of protest, notice of dishonour and statutory days of grace respecting this Debenture are
                                            hereby waived.



 




    	 



    	-23-



    

 


	20.	GOVERNING
                                            LAW AND JURISDICTION



 


		(a)	This
                                            Debenture shall be governed by, and construed in accordance with, the laws of the Province
                                            of Ontario and the federal laws of Canada applicable therein (other than the conflict of
                                            laws rules).



 


		(b)	Each
                                            Obligor agrees that any legal proceeding with respect to this Debenture or to enforce any
                                            judgment obtained against the Obligor may be brought by Debentureholder in the courts of
                                            the Province of Ontario, Canada or in the courts of any jurisdiction where an Obligor may
                                            have assets or carries on business, and each Obligor hereby irrevocably submits to the non-exclusive
                                            jurisdiction of each such court and acknowledges its competence. Each Obligor agrees that
                                            a final judgment against it in any such legal proceeding will be conclusive and may be enforced
                                            in any other jurisdiction by suit on the judgment (a certified or exemplified copy of which
                                            judgment will be conclusive evidence of the fact and of the amount of the Obligations hereunder)
                                            or by such other means provided by law.



 


		21.	SEVERABILITY
                                            OF PROVISIONS



 


Any
provision of this Debenture that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to
the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or
enforceability of that provision in any other jurisdiction.


 


		22.	ENTIRE
                                            AGREEMENT



 


The
Credit Documents constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede any
and all prior agreements or understandings, written or oral, with respect thereto. Except as otherwise provided in Section 10.6(b), this
Debenture shall not be amended except by the written agreement between Debentureholder and each Obligor.


 


		23.	SURVIVAL



 


The
provisions of Sections 6 (Taxes), 16 (Confidentiality), 17 (Expenses), 18 (Indemnification) and 20 (Governing
Law and Jurisdiction), shall in each case survive any termination of this Debenture and the payment in full of the Obligations.


 


		24.	JUDGEMENT
                                            CURRENCY



 


		(a)	If,
                                            for the purpose of obtaining or enforcing judgment against the Obligors in any court in any
                                            jurisdiction, it becomes necessary to convert into a particular currency (such currency being
                                            hereinafter in this Section 24 referred to as the “Judgment Currency”)
                                            an amount due in another currency (such other currency being hereinafter in this Section
                                            24 referred to as the “Indebtedness Currency”) under this Debenture, the
                                            conversion shall be made at the rate of exchange prevailing on the Business Day immediately
                                            preceding:



 


		(i)	the
                                            date of actual payment of the amount due, in the case of any proceeding in the courts of
                                            the Province of Ontario or in the courts of any other jurisdiction that will give effect
                                            to such conversion being made on such date; or



 




    	 



    	-24-



    

 


		(ii)	the
                                            date on which the judgment is given, in the case of any proceeding in the courts of any other
                                            jurisdiction (the date as of which such conversion is made pursuant to this Section 24(a)(ii)
                                            being hereinafter in this Section 24 referred to as the “Judgment Conversion Date”).



 


		(b)	If,
                                            in the case of any proceeding in the court of any jurisdiction referred to in Section 24(a)(ii),
                                            there is a change in the rate of exchange prevailing between the Judgment Conversion Date
                                            and the date of actual payment of the amount due, the Obligors shall pay to Debentureholder
                                            such additional amount (if any, but in any event not a lesser amount) as may be necessary
                                            to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange
                                            prevailing on the date of payment, will produce the amount of the Indebtedness Currency which
                                            could have been purchased with the amount of Judgment Currency stipulated in the judgment
                                            or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.



 


		(c)	Any
                                            amount due from the Obligors under the provisions of Section 24(b) shall be due to Debentureholder
                                            as a separate debt and shall not be affected by judgment being obtained for any other amounts
                                            due under or in respect of this Debenture.



 


		(d)	The
                                            term “rate of exchange” in this Section 24 means the noon spot rate of
                                            exchange for Canadian interbank transactions applied in converting the Indebtedness Currency
                                            into the Judgment Currency published by the Bank of Canada for the day in question.



 


	25.	CURRENCY
                                            CONVERSIONS



 


Except
as otherwise provided in this Debenture, to the extent that it may be necessary to convert Canadian dollars to US dollars for the purpose
of making any payment or calculation in this Debenture, such conversion shall be made at the Bank of Canada daily average rate quoted
for the exchange of Canadian dollars into US dollars or vice versa, on the Business Day prior to the date the conversion is to take place.


 


	26.	TIME



 


Time
is and will be of the essence of each and every provision of this Debenture.


 


	27.	COUNTERPARTS



 


This
Debenture and any schedules, certificates or other writing delivered in connection herewith, may be executed in any number of counterparts
and by facsimile or electronic means, with the same effect as if all parties had all signed the same document, and all such counterparts
and adopting instruments will be construed together and will constitute one and the same instrument. The execution of this Debenture
and any other writing by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may
be, have been executed by all the parties hereto or thereto.


 


[Signature
pages immediately follow]


 




    	 



    	 



    




 


IN
WITNESS WHEREOF each Obligor and Debentureholder has executed this Debenture under the hands of its duly authorized officers in that
behalf.


 


	 	bunker
    hill mining corp.
	 	 
	 	Per:	 
	 	Name:	[●]
	 	Title:	[●]
	 	 	 
	 	Per:	 
	 	Name:	[●]
	 	Title:	[●]


 


	 	SILVER
    VALLEY METALS corp.
	 	 	 
	 	Per:	 
	 	Name:	[●]
	 	Title:	[●]
	 	 	 
	 	Per:	 
	 	Name:	[●]
	 	Title:	[●]


 




    	 



    	 



    

 


The
undersigned agrees to be bound by Debentureholder’s covenants contained herein.


 


	 	[●]
	 	 
	 	Per:	 
	 	Name:	[●]
	 	Title:	[●]


 


The
undersigned agrees to be bound by the covenants of the Administrative Agent and the Security Agent contained herein.


 


	 	[Redacted
    – Affiliate of Sprott Private Resource Streaming & Royalty Corp.]
	 	 
	 	Per:	        
	 	Name:	 
	 	Title:	 


 




    	 



    	A-1



    

 


EXHIBIT
“A”


DEFINITIONS


 


“Administrative
Agent” means [Redacted – Affiliate of Sprott Private Resource Streaming & Royalty Corp.], an Ontario limited
partnership, in its capacity as agent for Debentureholder hereunder, and any successor agent appointed from time to time by Debentureholder
and their successors and permitted assigns.


 


“Affiliate”
means any person which, directly or indirectly, controls, is controlled by or is under common control with another person; and, for the
purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” or “under
common control with”) means the power to direct or cause the direction of the management and policies of any person, whether through
the ownership of shares or by contract or otherwise, provided that, for the purposes of this Debenture, a Debentureholder shall
not be deemed an Affiliate of any Obligor.


 


“Anti-Bribery
Laws” has the meaning ascribed thereto in Exhibit “D”.


 


“Anti-Money
Laundering Laws” has the meaning ascribed thereto in Exhibit “D”.


 


“Applicable
Law” means any federal, provincial, state, local or municipal statute, law (including the common law), ordinance, rule having
the force of law, regulation, by-law (zoning or otherwise) or order of any Governmental Authority or rule of any stock exchange or securities
commission, applicable to a Person or any of its properties, assets, business or operations.


 


“Applicable
Securities Legislation” means all applicable securities laws of each of the jurisdictions in which Debtor is a “reporting
issuer” and the respective rules and regulations under such laws together with applicable published fee schedules, prescribed forms,
policy statements, national or multilateral instruments, orders, blanket rulings and other applicable regulatory instruments of the securities
regulatory authorities in any of such jurisdictions.


 


“Authorization”
means any consent, registration, filing, agreement, certificate, license, approval, permit, authority or exemption from, by or with any
Governmental Authority and all corporate, creditors’ and shareholders’ approvals or consents.


 


“Books
and Records” means all records (whether or not recorded on computer or computer related media) in the possession or control
of an Obligor relating in whole or in part to the business of an Obligor, including any business, financial, accounting or Tax records.


 


“Business
Day” means any day, other than a Saturday, a Sunday, a statutory holiday or any day on which major banks are closed for business
in Kellogg, Idaho or Toronto, Ontario.


 


“Capital
Reorganization” has the meaning ascribed thereto in Section 10.6(b).


 


“Cdn.$”
means the lawful currency of Canada.


 


“CFADS”
means, with respect to the term of any proposed Funded Debt payable by, assumed by or guaranteed by any Obligor, an amount equal to (A)
projected revenue (based on consensus metal pricing) reasonably expected to be generated from the sale of production from the Mine during
such term, less (B) the aggregate amount of all deliveries, payments and other obligations of each Obligor under any stream, royalty
or similar transaction with respect to production from the Mine including deliveries under the Stream and the Guarantor’s obligations
under the Royalty, less (C) all operating expenditures of the Obligors, less (D) all sustaining capital expenditures of the Obligors,
less (E) cash Taxes of the Obligors, less (F) all cash reclamation expenses of the Obligors, all calculated on a consolidated basis and
based on reasonable assumptions to be agreed to, during the period commencing on the date the Funded Debt is proposed to be issued to
the maturity date of the proposed Funded Debt.


 




    	 



    	A-2



    

 


“Claim”
means any act, omission or state of facts and any complaint, litigation, demand, action, suit, proceeding, claim, assessment, judgement
or settlement or compromise relating thereto.


 


“Collateral”
means all property and assets (whether real, personal or other and including Equity Securities) of the Obligors in which charges, mortgages
or security interests are granted or purported to be granted pursuant to the Security.


 


“Common
Shares” has the meaning ascribed thereto in Section 10.1(a).


 


“Control”
means the right, directly or indirectly, to direct or cause the direction of the management of the business or affairs of a Person, whether
by ownership of securities, by contract or otherwise; and “Controls”, “Controlling”, “Controlled
by” and “under common Control with” have corresponding meanings.


 


“Credit
Documents” means collectively, this Debenture, the Guarantee, the Security and any documents entered into in respect of any
of the foregoing and “Credit Document” means each of them.


 


“CSE”
means the Canadian Securities Exchange.


 


“Cure
Period” means a period of 15 Business Days following the earlier of (i) delivery by Debentureholder to the Obligors of written
notice of a breach or default, and (ii) an Obligor becoming aware of such breach or default


 


“Debenture”
has the meaning ascribed thereto in the first paragraph of this document.


 


“Debentureholder”
has the meaning ascribed thereto in the first paragraph of this Debenture.


 


“Debentureholder
Conversion Date” has the meaning ascribed thereto in Section 10.4(e).


 


“Debentureholder
Conversion Form” has the meaning ascribed thereto in Section 10.4(a).


 


“Debentureholder
Conversion Price” means the US Dollar Equivalent Amount of Cdn. $0.29 per Common Share, as such price per Common Share may
be adjusted from time to time in accordance with the terms of this Debenture


 


“Debtor”
has the meaning ascribed thereto in the first paragraph of this Debenture.


 


“Debtor
Interest Conversion Date” has the meaning ascribed thereto in Section 10.2(b).


 


“Debtor
Interest Conversion Form” has the meaning ascribed thereto in Section 10.2(a).


 


“Debtor
Interest Conversion Price” means the greater of the US Dollar Equivalent Amount of (i) 90% of the 10-day volume weighted average
trading price in Canadian dollars of the Common Shares of Debtor on the Stock Exchange, ending as of the sixth Business Day prior to
the Debtor Interest Conversion Date; and (ii) the minimum price permitted by the Stock Exchange.


 




    	 



    	A-3



    

 


“Debtor
Relief Laws” shall mean Title 11 of the United States Code entitled “Bankruptcy”, the Bankruptcy and
Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act
(Canada), and all other liquidation, administration, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, judicial management or similar debtor relief laws of the United States, Canada
or other applicable jurisdictions from time to time in effect including any proceeding under corporate law or other law of any jurisdiction
whereby a corporation seeks a stay or a compromise of the claims of its creditors against it, each as now and hereafter in effect, any
successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction.


 


“Disclosure
Letter” means the letter of disclosure (including the schedules thereto) dated on the date hereof, executed by the Obligors
and delivered to Debentureholder concurrently with this Debenture.


 


“Disposition”
means, with respect to any asset (including any Property) of any Person, any direct or indirect sale, lease (where such Person is
the lessor), assignment, cession, transfer, exchange, conveyance, release or gift of such asset, including by means of a sale and leaseback
transaction, or any reorganization, consolidation, amalgamation or merger of such Person pursuant to which such asset becomes the property
of any other Person; and “Dispose” and “Disposed” have meanings correlative thereto.


 


“Effective
Date” means the date of this Debenture.


 


“EPA”
has the meaning attributed thereto in Section 2(b).


 


“EPA
Settlement Agreement” means the Consent Decree between the United States of America and Placer Mining Company, Inc., filed
with the United States District Court District of Idaho on March 3, 2018 and approved on June 19, 2018 and the Settlement Agreement And
Order On Consent For Response Action By Bunker Hill Mining Corp. between the EPA and Bunker Hill Mining Corp, dated as effective May
15, 2018 (EPA Region 10 CERCLA Docket No. 10-2017-0123), as amended by the First Amendment To The Settlement Agreement And Order On Consent
For Response Action By Bunker Hill Mining Corp. between the EPA and Bunker Hill Mining Corp, dated as effective December 19, 2021, and
any other amendments thereto.


 


“Equity
Securities” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents
(however designated and whether voting and non-voting) of, such Person’s capital, whether outstanding on the date hereof or issued
after the date hereof, including any interest in a partnership, limited partnership or other similar Person and any beneficial interest
in a trust, and any and all rights, warrants, options or other rights exchangeable for or convertible into any of the foregoing.


 


“Event
of Default” has the meaning ascribed thereto in Section 13.


 


“Excluded
Taxes” means, with respect to Debentureholder, income or franchise Taxes imposed on (or measured by) its taxable income or
capital Taxes imposed on (or measured by) its taxable capital, in each case by Canada, or by the jurisdiction under the Applicable Law
of which such recipient is organized or in which its principal lending office is located.


 


“Exclusivity
Agreement” means the exclusivity agreement dated as of January 7, 2022 between [Redacted – Affiliate of Sprott Private
Resource Streaming & Royalty Corp.] and the Obligors, as amended by First Omnibus Amendment and the Second Omnibus Amendment
and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time.


 




    	 



    	A-4



    

 


“First
Omnibus Amendment” means the omnibus amendment agreement dated January 28, 2022 between the Obligors, the Security Agent and
[Redacted – Affiliate of Sprott Private Resource Streaming & Royalty Corp.], as holder of the Royalty Convertible Debenture
and as party to the Exclusivity Agreement, the ROFR Agreement and the Funding Indemnity.


 


“Funded
Debt” means:


 


		(i)	all
                                            obligations of such Person for borrowed money and all obligations of such Person evidenced
                                            by bonds, debentures, notes, bills or other similar instruments;



 


		(ii)	all
                                            obligations, contingent or otherwise, relative to the face amount of all letters of credit
                                            or letters of guarantee, whether or not drawn, and banker’s acceptances issued for
                                            such Person’s account;



 


		(iii)	all
                                            obligations of such Person under any lease that is required to be classified and accounted
                                            for as a capital or financed lease for financial accounting purposes or under any synthetic
                                            lease, tax retention, operating lease or other lease that, in each case, has substantially
                                            the same economic effect as a conditional sale, title retention agreement or similar arrangement;



 


		(iv)	all
                                            obligations of such Person in respect of the deferred purchase price of property or services
                                            (excluding accounts payable incurred in the ordinary course of business);



 


		(v)	all
                                            indebtedness of another Person secured by (or for which the holder of such obligations has
                                            an existing right, contingent or otherwise, to be secured by) any Encumbrance, upon or in
                                            property owned by such Person, even if such Person has not assumed or become liable for the
                                            payment of such obligations or such obligations are limited in recourse;



 


		(vi)	all
                                            obligations of such Person created or arising under any conditional sale or other title retention
                                            agreement with respect to property acquired by such Person (even if the rights and remedies
                                            of the seller or lender under such agreement in the event of default are limited to repossession
                                            or sale of such property); and



 


		(vii)	all
                                            guarantees, indemnities and other obligations (contingent or otherwise) of such Person in
                                            respect of Indebtedness of another Person.



 


“Funding
Date” has the meaning ascribed thereto in Section 2(a).


 


“Funding
Indemnity” means funding indemnity dated January 4, 2022 made by the Obligors in favour of [Redacted – Affiliate of
Sprott Private Resource Streaming & Royalty Corp.], as the same may be amended, amended and restated, modified, supplemented
or replaced from time to time.


 




    	 



    	A-5



    

 


“Good
Practice Standards” means, in relation to mining (including all relevant disciplines pertaining thereto, such as metallurgy,
processing, engineering, environmental and governance matters, relations with community and indigenous peoples and other social matters),
those policies, practices, methods and acts engaged in or approved by a Person which, in the conduct of its undertaking, exercises that
degree of safe and efficient practice, diligence, prudence, and foresight reasonably and ordinarily exercised and most commonly accepted
by reputable, skilled and experienced operators engaged in the mining industry in the United States.


 


“Governmental
Authority” means any government whether federal, provincial, state or municipal and any governmental agency, governmental authority,
governmental tribunal, court, governmental commission (including a securities commission) of any kind whatsoever, any subdivision, agency,
commission, board or authority of any of the foregoing or any quasi-governmental or private body exercising any regulatory, expropriation
or taxing authority under or for the amount of any of the foregoing or any stock exchange or securities commission, having jurisdiction.


 


“Guarantees”
and “Guarantee” have the meaning ascribed thereto in Section 8.


 


“Hedging
Contracts” means any agreement relating to a transaction of a type commonly considered to be a derivative or hedging transaction
or any combination of such transactions, in each case, whether relating to one or more commodities, currencies, interest, securities
or other matters, including commodity futures trading, forward sale and/or purchase contracts, spot-deferred contracts, option contracts
or trading, metals trading, precious metal loans, fixed price offtake agreements or other exchange, swap, forward, cap, collar, floor,
option or other hedging or similar agreement or any combination thereof, or any other similar transactions.


 


“Hedging
Obligations” means all liabilities and other obligations, present or future, direct or indirect, absolute or contingent, matured
or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by an Obligor under, in connection
with or pursuant to any and all Hedging Contracts.


 


“Indebtedness”
means, with respect to each Obligor, all and any indebtedness of such Obligor, whether absolute or contingent.


 


“Indemnified
Taxes” means all Taxes other than Excluded Taxes.


 


“Indemnities”
means, collectively, the indemnity agreements made by the Obligors in favour of the Sureties in respect of the surety or performance
bonds to be provided to the EPA and referred to in paragraph (iv) of the definition of Permitted Indebtedness, and “Indemnity”
means any one of them.


 


“Insolvency
Event” means, in respect of any Person, any one or more of the following events or circumstances whereby such Person (i) becomes
insolvent or generally does not or becomes unable to pay its debts or meet its liabilities as the same become due; (ii) admits in writing
its inability to pay its debts generally or declares any general moratorium on its indebtedness or proposes a compromise or arrangement
between it and any class of its creditors or makes a general assignment for the benefit of creditors; (iii) institutes or has instituted
against it any proceeding seeking (x) to adjudicate it as bankrupt or insolvent, (y) liquidation, dissolution, winding-up, administration,
reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any
class of creditors), or composition of it or its debts or any other relief under any Debtor Relief Law, or (z) the entry of an order
for relief or the appointment of or the taking of possession by, a receiver, receiver-manager, administrator, custodian, monitor, trustee
or other similar official for the Person or any substantial part of its respective property and, in the case of any such proceeding instituted
against it (but not instituted by it) either such petition, application or proceeding continues undismissed, or unstayed and in effect,
for a period of forty-five (45) days after the institution thereof, such Person fails to diligently and actively oppose such proceeding,
or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver,
receiver-manager, administrator, custodian, monitor, trustee or other similar official for it or for any substantial part of its properties
and assets) occurs, or such Person files an answer admitting the material allegations of a petition or motion filed against it in any
such proceeding; (iv) takes any action, corporate or otherwise, to approve, effect, consent to or authorize any of the actions described
in the foregoing paragraphs (i) through (iii) or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner
in defense thereof.; or (v) such Person’s working capital is negative in its most recent annual financial statements and quarterly
financial statements, where working capital is the current assets less the current liabilities (both as defined by US GAAP).


 




    	 



    	A-6



    

 


“Legal
Proceedings” means any action, suit, proceeding, demand, assessment, judgment, litigation, hearing, Claim, grievance, arbitration
or administrative proceeding or other proceeding or dispute resolution process and includes any appeal, settlement or compromise relating
then or review and any application for same.


 


“Lien”
means, (a) with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothec (whether movable or immovable), hypothecation,
encumbrance, charge, security interest, adverse claim, defect to title or right of set off in, on or of such asset, (b) the interest
of a vendor or a lessor under any conditional sale agreement, capital lease, title retention agreement or consignment agreement (or any
financing lease having substantially the same economic effect as any of the foregoing) relating to any asset, (c) any purchase option,
call or similar right of a third party with respect to such asset, (d) any netting arrangement, defeasance arrangement or reciprocal
fee arrangement, and (e) any other arrangement having the effect of providing security.


 


“Loan
Life Coverage Ratio” means, with respect to the incurrence by any Obligor of any proposed Funded Debt, the ratio of A to B,
where:


 


“A”
is the net present value of CFADS over the term to maturity of the proposed Funded Debt (calculated using a discount rate equal to the
interest rate payable on such proposed Funded Debt); and


 


“B”
is the sum of (i) the aggregate principal amount of the proposed Funded Debt, plus (ii) the aggregate principal amount of any outstanding
Funded Debt payable by, assumed by or guaranteed by any Obligor on a consolidated basis that is not being refinanced by the proposed
Funded Debt.


 


For
greater certainty “B” shall exclude the delivery obligations under the Stream and the Obligors’ obligations under the
Royalty.


 


“Material
Adverse Effect” means any event, occurrence, change or effect that, when taken individually or together with all other events,
occurrences, changes or effects:


 


		(i)	materially
                                            limits, restricts or impairs, or is reasonably likely to materially limit, restrict or impair
                                            (A) the condition, financial or otherwise, earnings, operations, assets, business affairs
                                            or business prospects of an Obligor; (B) the ability of an Obligor to perform its payment
                                            or other obligations under the Transaction Documents; (C) the development or operation of
                                            the Project substantially in accordance with the mine or development plan then in effect
                                            immediately prior to the occurrence of such event, occurrence, change or effect, (D) the
                                            legality, validity or enforceability of the Credit Documents, or the rights and remedies
                                            available to Debentureholder hereunder and thereunder;



 





		(ii)	causes
                                            or is reasonably likely to cause any significant decrease to expected silver, lead or zinc
                                            production from the Property based on the mine or development plan then in effect immediately
                                            prior to the occurrence of such event, occurrence, change or effect;





 


provided
that (x) changes to commodity prices and (y) events, occurrences, changes or effects affecting operators of mining and processing facilities
in the US similar to those related to the Project generally, which do not have a disproportionate effect on the Obligors, shall not be
a Material Adverse Effect or be taken into account in determining whether there has been or will be a Material Adverse Effect.


 




    	 



    	A-7



    

 


“Maturity
Date” has the meaning ascribed thereto in the first paragraph of this Debenture.


 


“Mine”
has the meaning set forth in Section 2(b).


 


“Mining
Rights” means any mining claims, mining leases, mineral claims, mining concessions, mineral concessions, exploration permits
or licenses, mining licenses, forms of mineral tenure or other rights to Products or to access and work upon lands, such as ownership
and ancillary rights, surface rights, leasing agreements, lands temporal occupation agreements or otherwise, for the purpose of exploring,
exploiting or benefiting Products, under the terms of Applicable Laws, whether contractual, statutory or otherwise, or any interest therein
whether now owned or hereafter acquired. “Mining Rights” includes any amendments, relocations, adjustments, resurvey, additional
locations, consolidation, derived rights or conversions of, or any renewal, replacement, amendment or other modification or extensions
of any of the foregoing.


 


“Mortgage”
means the mortgage, assignment of production, assignment of leases and rents, security agreement, financing statement and fixture filing
dated as of January 28, 2022 between Mine Owner and the Security Agent; as amended by the Second Omnibus Amendment and as the same may
be further amended, amended and restated, modified, supplemented or replaced from time to time.


 


“Obligations”
means all indebtedness, liabilities and other obligations of Obligors to Debentureholder hereunder and under the other Credit Documents.


 


“Obligors”
means, collectively, Debtor and Guarantor and “Obligor” means any one of them.


 


“Other
Rights” means all licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights
of way), privileges, concessions or franchises held by the Obligors or required to be obtained from any Person (other than a Governmental
Authority), for the construction, development and operation of the Mine, as such construction, development and operation is contemplated
by the current or then applicable development or mine plan, as the case may be.


 


“Other
Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies
arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise
with respect to, this Debenture or any other Credit Document;


 




    	 



    	A-8



    

 


“Pending
Event of Default” means an event which, but for the requirement for the giving of notice, lapse of time, or both, or, but for
the satisfaction of any other condition subsequent to that event, would constitute an “Event of Default”.


 


“Permitted
Indebtedness” means:


 


		(i)	all
                                            existing Indebtedness (other than Funded Debt) incurred prior to the date hereof in the normal
                                            course of business;



 


		(ii)	all
                                            Funded Debt set out in Section (14) of the Disclosure Letter;



 


		(ii)	all
                                            Indebtedness of each Obligor to Debentureholder, including but not limited to Indebtedness
                                            outstanding under this Debenture;



 


		(iv)	all
                                            Indebtedness of each Obligor owing to the EPA under the EPA Settlement Agreement with respect
                                            to the Mine;



 


		(iii)	unsecured
                                            Indebtedness comprised of amounts owed to trade creditors and accruals in the ordinary course
                                            of business, which are either not overdue or, if disputed and in that case whether or not
                                            overdue, are being contested in good faith by any Obligor by appropriate proceedings diligently
                                            conducted, and provided always that the failure to pay such Indebtedness would not involve
                                            and material risk of loss of any material part of its assets;



 


		(vi)	Funded
                                            Debt of up to the amount of indebtedness required to fund a buy back option in favour of
                                            Guarantor of an agreed percentage of metals subject to, and in accordance with, the terms
                                            of the Stream, provided that (A) the proceeds thereof are used solely to fund the exercise
                                            of the buy back option, (B) the terms, and identity of the provider(s) of such Funded Debt
                                            are approved by Debentureholder, acting reasonably, and (iii) if such Indebtedness is secured,
                                            such Indebtedness will rank pari passu with the PF Obligations and such security will
                                            rank pari passu with the Security and be subject to an intercreditor agreement with
                                            the Security Agent reflecting such pari passu ranking and otherwise in form and substance
                                            satisfactory to Security Agent;



 


		(vii)	Indebtedness
                                            of up to US$13,000,000, ranking subordinate to the PF Obligations, to be used solely for
                                            the purpose of funding cost overruns in relation to the development and construction of the
                                            Project Assets, which Indebtedness may be secured or unsecured, must be provided by lenders
                                            and on terms satisfactory to Debentureholder, acting reasonably, and, if secured, the security
                                            therefor will be subordinated to the Security pursuant to a subordination agreement with
                                            Debentureholder (or another Sprott Entity, as Security Agent), in form and substance satisfactory
                                            to Debentureholder (or the Security Agent);



 


		(viii)	subject
                                            to the prior written consent of Debentureholder, such consent not to be unreasonably withheld
                                            or delayed, obligations in respect of surety or performance bonds and/or letters of credit
                                            required to be provided to the EPA in respect of Financial Assurance (under and as defined
                                            in the EPA Settlement Agreement) of up to US$17,000,000, which obligations, in the case of
                                            surety or performance bonds, are permitted to be partially secured by letters of credit (in
                                            amounts satisfactory to the Security Agent) and otherwise secured by security ranking subordinate
                                            to the Security and subject to a subordination agreement with Debentureholder (or another
                                            Sprott Entity, as Security Agent), in form and substance satisfactory to Debentureholder
                                            (or the Security Agent), and which obligations, in the case of letters of credit, are permitted
                                            to be fully secured by cash collateral that is not subject to the Security (and the Security
                                            Agent will execute and deliver a no interest letter in respect of the Security with respect
                                            to such cash collateral, in form and substance satisfactory to the Security Agent, acting
                                            reasonably);



 




    	 



    	A-9



    

 


		(ix)	Funded
                                            Debt in any amount, provided that (i) the Positive CFADS Test is satisfied as of the date
                                            of the incurrence of any such Funded Debt; (ii) as of the date of the incurrence of any such
                                            Funded Debt and after giving effect to the incurrence thereof, the Loan Life Coverage Ratio
                                            is at least 1.35:1;(iii) as of the date of the incurrence of any such Funded Debt and after
                                            giving effect to the incurrence thereof, the Total Secured Debt to Total Security Percentage
                                            is no more than 50%, (iv) Debtor has delivered to Debentureholder a certificate of a director
                                            or senior officer of Debtor, in form and substance satisfactory to Debentureholder, acting
                                            reasonably, certifying detailed calculations of the Positive CFADS Test, the Loan Life Coverage
                                            Ratio and the Total Secured Debt to Total Security Percentage; (v) the terms, and identity
                                            of the provider(s), of such Funded Debt are approved by Debentureholder, acting reasonably,
                                            (vi) the proceeds of such Funded Debt are used only for the exploration or exploitation of
                                            the Project Assets or for general corporate purposes of the Obligors, and (vii) if the Funded
                                            Debt is secured, such Funded Debt will rank pari passu with the PF Obligations, such
                                            security will rank pari passu with the Security and any such provider(s) shall have
                                            entered into an intercreditor agreement with the Security Agent in form and substance satisfactory
                                            to Security Agent; and



 


		(x)	any
                                            other Indebtedness consented to by Debentureholder from time to time.



 


“Permitted
Liens” means:


 


		(i)	liens
                                            for taxes, assessments or governmental charges of any Governmental Authority not at the time
                                            due or delinquent or, if due or delinquent, the validity of which is being contested at the
                                            time in good faith by appropriate proceedings, and a reserve has been established by the
                                            Obligors or the applicable Subsidiary in its Books and Records in accordance with US GAAP;



 


		(ii)	deemed
                                            liens and trusts arising by operation of law in connection with workers’ compensation,
                                            employment insurance and other social security legislation, in each case, which secure obligations
                                            not at the time due or delinquent or, if due or delinquent, the validity of which is being
                                            contested at the time in good faith by appropriate proceedings, and a reserve has been established
                                            by the Obligors or the applicable Subsidiary in its Books and Records in accordance with
                                            US GAAP;



 


		(iii)	liens
                                            under or pursuant to any judgment rendered, or claim filed, against any Obligor or a Subsidiary,
                                            which such Obligor or such Subsidiary shall be contesting at the time in good faith by appropriate
                                            proceedings, and a reserve has been established in its Books and Records in accordance with
                                            US GAAP;



 




    	 



    	A-10



    

 


		(iv)	liens
                                            and charges incidental to construction or current operations which have not at such time
                                            been filed pursuant to law or which relate to obligations not due or delinquent or the validity
                                            of which are being contested in good faith by appropriate proceedings and as to which a reserve
                                            has been established by the Obligors in its Books and Records in accordance with US GAAP;



 


		(v)	easements,
                                            rights of way, servitudes or other similar rights in land (including, without in any way
                                            limiting the generality of the foregoing, rights of way and servitudes for railways, sewers,
                                            drains, gas and oil and other pipelines, gas and water mains, electric light and power and
                                            telecommunication, telephone or telegraph or cable television conduits, poles, wires and
                                            cables) granted to or reserved or taken by other persons which individually or in the aggregate
                                            do not materially detract from the value of the land concerned or materially impair its use
                                            in the operation of the business of an Obligor;



 


		(vi)	the
                                            right reserved to or vested in any municipality or governmental or other public authority
                                            by the terms of any lease, licence, franchise, grant or permit acquired by an Obligor or
                                            a Subsidiary or by any statutory provision, to terminate any such lease, licence, franchise,
                                            grant or permit, or to require annual or other payments as a condition to the continuance
                                            thereof;



 


		(vii)	the
                                            Lien resulting from the deposit of cash or securities (i) in connection with performance
                                            of bids, contracts, leases, tenders or expropriation proceedings, or (ii) to secure workers’
                                            compensation, surety or appeal bonds, performance bonds, letters of credit, costs of litigation
                                            when required by law and public and statutory obligations, or (iii) in connection with the
                                            discharge of liens or claims incidental to construction and mechanics’, warehouseman’s,
                                            carriers’ and other similar liens arising in the ordinary course of business;



 


		(viii)	security
                                            given by an Obligor or a Subsidiary to a public utility or any municipality or governmental
                                            or other public authority when required by such utility or municipality or other authority
                                            in connection with the operations of the Obligor or such Subsidiary, all in the ordinary
                                            course of its business;



 


		(ix)	title
                                            defects or irregularities which are of a minor nature and in the aggregate will not materially
                                            impact the use of the subject property for the purpose for which it is held;



 


		(x)	applicable
                                            municipal and other governmental restrictions affecting the use of land or the nature of
                                            any structures which may be erected thereon, provided such restrictions have been complied
                                            with and will not materially impair the use of the subject property for the purpose for which
                                            it is held;



 


		(xi)	the
                                            reservation in any original grants from the Crown of any land or interests therein and statutory
                                            exceptions and reservations to title;



 


		(xii)	any
                                            operating lease entered into in the ordinary course of business; provided that the same is
                                            not a sale-leaseback;



 


		(xiii)	the
                                            Security;



 




    	 



    	A-11



    

 


		(xiv)	Liens
                                            in respect of Permitted Indebtedness that is permitted hereunder to be secured;



 


		(xv)	any
                                            other Liens of the Obligors as existing on the date hereof as disclosed in Section (29) of
                                            the Disclosure Letter;



 


		(xvi)	all
                                            other Liens permitted in writing by Debentureholder.



 


“Person”
shall be broadly interpreted and includes an individual, body corporate, partnership, joint venture, trust, association, unincorporated
organization, any Governmental Authority or any other entity recognized by law.


 


“PF
Obligations” means, collectively, all indebtedness, liabilities and other obligations, present or future, direct or indirect,
absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable
by an Obligor to the Sprott Entities, or any of them, under, in connection with or pursuant to the Project Finance Documents (including
the Obligations and all such indebtedness, liabilities and obligations that accrue after the commencing by or against any Obligor of
any insolvency or similar proceeding).


 


“Positive
CFADS Test” means, as of last day of any calendar quarter, the achievement by the Obligors on a consolidated basis of positive
cumulative CFADS for that calendar quarter and each of the preceding three calendar quarters.


 


“Prepayment
Interest Premium” means, as of the date of prepayment or repayment in accordance with Section 3.1 or Section 13, as applicable,
an amount equal to twelve (12) months interest on the Principal Amount calculated in accordance with Section 2(c) less the amount of
interest received by Debentureholder on the Principal Amount prior to the date of prepayment.


 


“Principal
Amount” has the meaning ascribed thereto in the first paragraph of this Debenture less any payments on account of principal
or reduction of principal by way of conversion, made from time to time.


 


“Products”
means any and all metals, minerals and products or by-products thereof, of whatever kind and nature and in whatever form or state,
in, under or upon the surface or subsurface of the Property (including ore, metals, precious metals, base metals, uranium, industrial
minerals, concentrates, gems, diamonds, commercially valuable rock, aggregate, clays and other minerals that are mined, excavated, extracted,
recovered or otherwise produced from the Property and any ore, concentrates and other products resulting from the milling, processing
or other beneficiation of such metals, minerals, products and by-products).


 


“Project”
means the construction and development of the Mine, including the acquisition of the Mine and the settlement of liabilities owing to
the EPA, when due.


 


“Project
Assets” means, collectively:


 


		(i)	the
                                            Property and all other Real Property;



 


		(ii)	the
                                            Products and the Other Rights;



 




    	 



    	A-12



    

 


		(iii)	the
                                            mining, processing, development, production, maintenance, administration, water, electrical
                                            and conveyor facilities, railway infrastructure and rolling stock, storage facilities, stockpiling
                                            facilities, shipping infrastructure, utilities, and related ancillary infrastructure, other
                                            buildings, structures, improvements, fixtures and other real and personal property, including
                                            equipment, re-commissioned, constructed, operated or otherwise used by or on behalf of Obligor
                                            to extract, beneficiate, market, transport and sell Products derived from the Property or
                                            to develop, operate or administer the Mine, whether or not located within the physical boundaries
                                            of the Property; and



 


		(iv)	any
                                            rights (including Authorizations, surface, access and water rights), privileges, concessions
                                            or franchises owned, controlled, leased or operated by or on behalf of an Obligor at any
                                            time and not included within the definition of “Property” which are required
                                            for the development and construction of the Mine and operation thereof. 



 


“Project
Finance Documents” means the Series 2 Convertible Debentures (including this Debenture), the Series 1 Convertible Debentures,
the Royalty Convertible Debenture, the Exclusivity Agreement, the ROFR Agreement, the Royalty Put Option, the Stream, the Security granted
in connection herewith and therewith and all other agreements, instruments and documents from time to time (both before and after the
date of this Debenture) delivered to or in favour of any Sprott Entity in connection with any of the foregoing agreements and includes
without limitation any agreement designated from time to time by the Obligors and the Security Agent as a “Project Finance Document”
for purposes of the Security.


 


“Project
Mining Claims” means the Mining Rights described in Exhibit “E”.


 


“Property”
means, collectively:


 


		(i)	the
                                            Project Mining Claims and any other Mining Rights, rights or interests forming part thereof
                                            from time to time whether now owned or hereafter acquired; and



 


		(ii)	any
                                            present or future renewals, extensions, modifications, divisions, substitutions, amalgamations,
                                            successions, derivations, severances, conversions, demise to lease, renaming or variation
                                            of any of the Project Mining Claims, Mining Rights or other rights and interests referenced
                                            in paragraph (a) of this definition.



 


“Quarter
End” means the last day of each of March, June, September and December of each calendar year.


 


“Real
Property” means the Property and all other interests in and rights to property described in Exhibits “A-1”, “A-2”
and “A-3”to the Mortgage.


 


“Related
Party” means, with respect to any Obligor, any director, officer, employee, shareholder, partner or Affiliate of any Obligor
or any other Person not dealing at arm’s length with such Obligor (within the meaning of the Income Tax Act (Canada)).


 


“Required
Authorizations” means any and all Authorizations required to be obtained by any Obligor for the construction, development and
operation of the Mine, as such construction, development and operation is contemplated by the current or then applicable development
or mine plan, as the case may be.


 




    	 



    	A-13



    

 


“Restricted
Person” means any Person that:


 


		(i)	is
                                            named, identified, described in or on or included in or on any of:



 


		(1)	the
                                            lists maintained by the Office of the Superintendent of Financial Institutions (Canada) with
                                            respect to terrorism financing, including the lists made under subsection 83.05(1) of the
                                            Criminal Code, under the Regulations Implementing the United Nations Resolutions on the Suppression
                                            of Terrorism and under the United Nations Al-Qaida and Taliban Regulations;



 


		(2)	the
                                            Denied Persons List, the Entity List or the Unverified List, compiled by the Bureau of Industry
                                            and Security, U.S. Department of Commerce;



 


		(3)	the
                                            List of Statutorily Debarred Parties compiled by the U.S. Department of State;



 


		(4)	the
                                            Specially Designated Nationals Blocked Persons List compiled by the U.S. Office of Foreign
                                            Assets Control;



 


		(5)	the
                                            annex to, or is otherwise subject to the provisions of, U.S. Executive Order No. 13324; or



 


		(6)	any
                                            publicly available lists maintained under Applicable Laws relating to anti-terrorism or anti-money
                                            laundering matters;



 


		(ii)	is
                                            subject to:



 


		(1)	the
                                            United Nations Act (Canada), the Special Economic Measures Act (Canada) and
                                            the Freezing of Assets of Corrupt Foreign Officials Act (Canada);



 


		(2)	the
                                            International Emergency Economic Powers Act, 50 U.S.C.; and



 


		(3)	the
                                            Trading with the Enemy Act, 50 U.S.C. App. 1.1 et seq.; or any other enabling legislation
                                            or executive order relating thereto, including the Uniting and Strengthening America by
                                            Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
                                            Title III of Pub. L. 107 56; or



 


		(4)	trade
                                            restrictions under any Applicable Laws; or



 


		(iii)	is
                                            a Person or entity who is an Affiliate of a Person or entity listed above.



 


“ROFR
Agreement” means the ROFR agreement dated as of January 7, 2022 between [Redacted – Affiliate of Sprott Private Resource
Streaming & Royalty Corp.] and the Obligors, as amended by First Omnibus Amendment and the Second Omnibus Amendment and as the
same may be further amended, amended and restated, modified, supplemented or replaced from time to time.


 


“Royalty”
means a gross revenue royalty on all minerals produced and sold from the Project Mining Claims granted by the Obligors to a Sprott Entity
and to be entered into pursuant to the Royalty Convertible Debenture.


 




    	 



    	A-14



    

 


“Royalty
Convertible Debenture” means the secured royalty convertible debenture in the principal amount of US$8,000,000 issued by the
Obligors in favour of [Redacted – Affiliate of Sprott Private Resource Streaming & Royalty Corp.], as amended by First
Omnibus Amendment and the Second Omnibus Amendment, and as the same may be further amended, amended and restated, supplemented or modified
from time to time.


 


“Royalty
Put Option” means a royalty put option agreement to be entered into between the Obligors and the holder of the Royalty Convertible
Debenture pursuant to which the Obligors agree that the holder of the Royalty may require the Obligors to repurchase the Royalty upon
the occurrence of any Event of Default under any Series 1 Convertible Debentures or any Series 2 Convertible Debenture for a purchase
price of US$8 million in consideration of the holder of the Royalty Convertible Debenture agreeing to elect to receive the Royalty in
satisfaction of the principal amount owing under the Royalty Convertible Debenture on or before the advance of the deposit under the
Stream Agreement.


 


“Second
Omnibus Amendment” means the second omnibus amendment agreement dated as of the date hereof between the Obligors, the Security
Agent and certain other Sprott Entities.


 


“Securities
Pledge Agreement” means the pledge agreement dated as of January 7, 2022 made between the Debtor and the Security Agent, as
amended by First Omnibus Amendment and the Second Omnibus Amendment and as the same may be further amended, amended and restated, modified,
supplemented or replaced from time to time.


 


“Security”
means, collectively, (i) any one or more guarantees made from time to time by an Obligor in favour of the Sprott Entities or any of them,
in respect of any Obligations; and (ii) any one or more assignments, deeds of trust, mortgages, account control agreements, pledges and
other security agreements, determined by the Security Agent, acting reasonably, pursuant to which an Obligor grants to the Security Agent
for the benefit of the Sprott Entities mortgages, charges, pledges and/or security interests in all or some of its present and after
acquired property as security for the PF Obligations, in each case, in form and substance satisfactory to the Security Agent acting reasonably.


 


“Security
Agent” means [Redacted – Affiliate of Sprott Private Resource Streaming & Royalty Corp.], an Ontario limited
partnership, in its capacity as security agent for the benefit of the Sprott Entities under the Security, and any successor agent appointed
pursuant to the Security Sharing Agreement, and their successors and permitted assigns


 


“Security
Agreement” means the security agreement dated January 28, 2022 and made by the Obligors in favour of the Security Agent, as
amended by the Second Omnibus Amendment, and as the same may be further amended, amended and restated, modified, supplemented or replaced
from time to time.


 


“Security
Sharing Agreement” means the security sharing agreement dated January 28, 2022 between the Security Agent, the holder of the
Royalty Convertible Debenture, each CD Holder and other Sprott Entities party thereto from time to time, as creditors, and acknowledged
and agreed by the Obligors, as amended by the Second Omnibus Amendment and as the same may be further amended, restated, supplemented
or modified from time to time.


 


“Series
1 CD Holders” means the holders from time to time of the Series 1 Convertible Debentures.


 




    	 



    	A-15



    

 


“Series
1 Convertible Debentures” means the secured convertible debentures in the aggregate principal amount of $6,000,000.00 bearing
interest at 7.5% per annum payable quarterly in arrears, issued on January 28, 2022 by the Obligors and convertible at the option of
the holder into Common Shares.


 


“Series
2 CD Holders” means the holders from time to time of the Series 2 Convertible Debentures (including Debentureholder).


 


“Series
2 Convertible Debentures” means, collectively, the series 2 secured convertible debentures (including this Debenture), in the
initial aggregate principal amount of up to US$20,000,000.00, that bear interest at 10.5% per annum payable quarterly in arrears, issued
during the period commencing June 17, 2022 and ending on the date that is 45 days thereafter (or such later date as [Redacted –
Affiliate of Sprott Private Resource Streaming & Royalty Corp.] may agree in its sole discretion) and convertible at the option
of the holder into Common Shares.


 


“Sprott
Entities” means, collectively, the Administrative Agent, the Security Agent, the Series 1 CD Holders, the Series 2 CD Holders,
any Affiliate of Sprott Inc. and any fund managed or sub-managed by an Affiliate of Sprott Inc. which in each case is party to a Project
Finance Document together with any successor, assign or transferee thereof that is party from time to time to any Project Finance Document
and “Sprott Entity” means any one of them.


 


“Stock
Exchange” means the CSE or any stock exchanges upon which the Common Shares are listed from time to time.


 


“Stream”
means a metals stream agreement to be entered into between the Obligors and a Sprott Entity pursuant to which an Obligor will agree to
sell and the Sprott Entity will agree to purchase an agreed amount of refined metals produced from the Project.


 


“Stream
Advance Date” means the date upon which the initial upfront deposit is paid by a Sprott Entity to an Obligor pursuant to the
Stream.


 


“Subsidiary”
means each Person directly or indirectly Controlled by Debtor.


 


“Sureties”
means, collectively, Northbridge General Insurance Corporation, Trisura Guarantee Insurance Company, Trisura Insurance Company and any
other issuer of surety or performance bonds to be provided to the EPA and referred to in paragraph (iv) of the definition of Permitted
Indebtedness, and “Surety” means any one of them.


 


“Taxes”
means all present or future taxes, rates, levies, royalties, imposts, duties, deductions, assessments, withholdings, dues, fees and other
charges of any nature, including any interest, fines, penalties or other liabilities with respect thereto, imposed, levied, collected,
withheld or assessed by any Governmental Authority (of any jurisdiction), and whether disputed or not, including sales or value-added
taxes, goods and services taxes, stamp taxes and royalties.


 


“Total
Secured Debt” means, with respect to any date and the incurrence by any Obligor of any proposed Funded Debt, the sum of (i)
an amount equal to the uncredited upfront deposit (under and calculated in accordance with the Stream) multiplied by 1.5; plus (ii) the
aggregate principal amount of the proposed Funded Debt to be secured by a Lien over any Project Asset, if any, plus (iii) the aggregate
principal amount of any outstanding Funded Debt secured by a Lien over any Project Asset and payable by, assumed by or guaranteed by
any Obligor that is not being refinanced by the proposed Funded Debt; plus (iv) the amount of any Hedging Obligations secured by a Lien
over any Project Asset.


 




    	 



    	A-16



    

 


“Total
Secured Debt to Total Security Percentage” means, with respect to any date and the incurrence by any Obligor of any proposed
Funded Debt on such date, the ratio of Total Secured Debt to Total Security Exposure where (i) current liabilities included in the calculation
of Total Security Exposure excludes any liabilities included in the calculation of Total Secured Debt, and (ii) all such calculations
of Total Secured Debt and Total Security Exposure are made with respect to any Obligor on a consolidated basis.


 


“Total
Security Exposure” means, with respect to any date, the sum of (i) the net present value (calculated using a discount rate
of 8%) of (x) CFADS, plus (y) the delivery obligations under the Stream, plus (z) without duplication, any other cash flow streams of
any Obligor, plus Debtor’s current assets less current liabilities (net working capital).


 


“Transaction
Documents” means the Credit Documents and the Royalty which shall be deemed for the purpose of this definition and the context
in which this definition is used, to be a valid and enforceable agreement between the Obligors and Debentureholder.


 


“US
Dollar Equivalent Amount” means (i) with respect to the calculation of the Debtor Interest Conversion Price, the amount obtained
in US dollars when the 10-day volume weighted average of the trading price in Canadian dollars referred to in paragraph (a) of the definition
of “Debtor Interest Conversion Price” is converted into US dollars using the daily average rate for the exchange of Canadian
dollars into US dollars of the Bank of Canada on the last of such 10 day period; and (ii) with respect to the calculation of the Debentureholder
Conversion Price, the amount obtained in US dollars when the Debentureholder Conversion Price is converted into US dollars using the
daily average rate for the exchange of Canadian dollars into US dollars of the Bank of Canada on Business Day prior to the date the conversion
is to take place.


 


“US
GAAP” means, in relation to any Person at any time, accounting principles generally accepted in the United States applied on
a basis consistent with the most recent audited financial statements of such Person and, if applicable, its consolidated affiliates (except
for changes disclosed in the notes to such financial statements).


 




    	 



    	B-1



    

 


EXHIBIT
“B”


DEBTOR
INTEREST CONVERSION FORM


 


TO:
[●] [or assignee]


 


All
terms used herein but not defined shall have the meanings ascribed thereto in the Series 2 Secured Convertible Debenture dated as of
[●], 2022 issued by Silver Valley Metals Corp. and Bunker Hill Mining Corp. to [●] (the “Debenture”).


 


Pursuant
to Section 10.1 of the Debenture, the undersigned, being the Debtor, hereby certifies as follows:


 


		(a)	The
                                            Debtor irrevocably elects to pay the following amount of accrued and unpaid interest of US$_________________
                                            through the issuance of _______________ Common Shares in accordance with the terms of the
                                            Debenture, at the Debtor Interest Conversion Price;



 


		(b)	The
                                            exchange rate used to calculate the number of Common Shares is _______ as per the Debenture.



 


		(c)	The
                                            Debtor Interest Conversion Date is __________________________.



 


		(d)	The
                                            Common Shares will be entered into the books of Debtor in the name of Debentureholder (or
                                            the name of its nominee, participant, assignee as directed by Debentureholder prior to the
                                            Debtor Interest Conversion Date) and certificates evidencing the Common Shares will be registered
                                            in the same name.



 


DATED
this _____ day of _________________________, 20__.


 


	 	BUNKER
    HILL MINING CORP.
	 	 
	 	By:	 
	 	Name:	     
	 	Title:	 


 










    	 



    	C-1



    

 


EXHIBIT
“C”


DEBENTUREHOLDER
CONVERSION FORM


 


TO:
Bunker Hill Mining Corp. (the “Debtor”)


 


REFERENCE
IS MADE TO the Series 2 Secured Convertible Debenture dated [●], 2022 issued by Debtor in favour of the undersigned (the “Debentureholder”)
in the original principal amount of US$[●] (the “Debenture”). Capitalized terms used but not defined herein
have the respective meanings ascribed to those terms in the Debenture.


 


THE
UNDERSIGNED, being the registered Debentureholder of the Debenture hereby irrevocably:


 


		(a)	elects
                                            to convert US$____________ being the Principal Amount under the Debenture into Common Shares;
                                            and



 


		(b)	directs
                                            you to enter the Common Shares into the books of Debtor in the name of __________________________________
                                            and deliver certificates evidencing the Common Shares registered in the same name.



 


DATED
this ____ day of ___________________, 20__.


 


	 	[●]
	 	By:	 
	 	Name:	[●]
	 	Title:	[●]


 




    	 



    	D-1



    

 


EXHIBIT
“D”


OBLIGORS’
REPRESENTATIONS AND WARRANTIES


 


Each
of Debtor and Guarantor (each an “Obligor” and collectively, the “Obligors”) hereby represents
and warrants as follows to Debentureholder, and acknowledges and agrees that Debentureholder is relying upon such representations and
warranties in connection with entering into of this Debenture:


 


Corporate
Organization and Authority 


 


	1.	Each
                                            Obligor is a corporation duly incorporated and validly existing under the laws of its jurisdiction
                                            of incorporation and is up-to-date in respect of all filings required by law to maintain
                                            its existence; in particular, the Debtor is a corporation incorporated under the laws of
                                            Nevada and Guarantor is a corporation incorporated under the laws of Idaho.



 


	2.	Each
                                            Obligor is qualified to do business and is in good standing in all jurisdictions in which
                                            the nature of its business as now being or as proposed to be conducted makes such qualification
                                            necessary and has all material governmental licenses, authorizations, consents and approvals
                                            necessary to own its assets and carry on its business as now being or as proposed to be conducted.



 


	3.	Each
                                            Obligor has the requisite corporate power, capacity and authority to: (i) own its property
                                            and assets and conduct its business; and (ii) enter into the Transaction Documents and such
                                            other documents as may be necessary or appropriate to give effect to the terms thereof to
                                            which it is a party, to perform its obligations hereunder and thereunder and complete the
                                            transactions contemplated hereby and thereby.



 


	4.	The
                                            execution and delivery of the Debenture and the other Credit Documents by each Obligor thereto
                                            and the completion of the transactions contemplated hereby and thereby, including the reservation
                                            of the Common Shares issuable in accordance with the Debenture, have been duly authorized
                                            by all necessary corporate action on the part of such Obligor. This Debenture and the other
                                            Credit Documents to which each Obligor is a party have been duly and validly executed and
                                            delivered by such Obligor, and constitutes a legal, valid and binding obligation of it, enforceable
                                            against it in accordance with the terms thereof, except to the extent enforcement may be
                                            affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
                                            Applicable Laws affecting creditors’ rights generally and subject to the qualification
                                            that equitable remedies, injunctive relief and/or specific performance may be granted in
                                            the discretion of a court of competent jurisdiction.



 


	5.	Debtor
                                            owns legally and beneficially all of the issued and outstanding stock of the Guarantor (the
                                            “Capital Stock”) as set forth in Section (5) of the Disclosure Letter
                                            free and clear of any Encumbrances. The corporate structure and organization chart of the
                                            Obligors set forth in Section (5) of the Disclosure Letter accurately reflects, as of the
                                            date hereof, the direct and indirect ownership of all of the Capital Stock of the Guarantor.
                                            Other than as set forth in Section (5) of the Disclosure Letter, no Person has any agreement,
                                            option, right of first refusal or right, title or interest or any right (including a right
                                            of conversion of Indebtedness) that is or will become an agreement, option, right of first
                                            refusal or right, title or interest, in or to all or any part of the Capital Stock of the
                                            Guarantor. There are no shareholders’ agreement or shareholders’ declaration
                                            in effect with respect to the Obligors or their respective shares or other equity interests.



 




    	 



    	D-2



    

 


	6.	Each
                                            Obligor is entering into and performing its obligations under this Debenture and each of
                                            the other Credit Documents to which it is a party, on its own account and not as trustee
                                            or a nominee of any other Person.



 


	7.	The
                                            principal place of business and chief executive office of each Obligor as of the date hereof
                                            is set out in Section (7) of the Disclosure Letter.



 


	8.	No
                                            Obligor has suffered an Insolvency Event and no Event of Default has occurred that is continuing
                                            and the Obligor are not aware of any circumstance which, with notice or the passage of time,
                                            or both, would give rise to an Insolvency Event or an Event of Default with respect to it.



 


	9.	Each
                                            of the Obligors’ corporate records are complete and accurate in all material respects,
                                            and true and correct copies of same have been made available to the Debentureholder.



 


	10.	The
                                            financial books, records and accounts of each of the Obligors: (i) are complete and accurate
                                            in all material respects; (ii) are stated in reasonable detail; and (iii) accurately and
                                            fairly reflect all the material transactions, acquisitions and dispositions of each of the
                                            Obligors.



 


	11.	Debtor’s
                                            audited consolidated financial statements for the fiscal year ended December 31, 2021 including
                                            the consolidated balance sheets, statements of loss and comprehensive loss, cash flows and
                                            changes in shareholders’ deficiency and the notes thereon and the unaudited interim
                                            consolidated financial statements for the three and nine months ended March 31, 2022 (collectively,
                                            the “Current Financial Statements”), have been prepared in accordance
                                            with US GAAP. The Current Financial Statements fairly present in all material respects the
                                            financial condition and results of operations of Guarantor and the Debtor, on a consolidated
                                            basis, as at the respective dates specified therein and for the periods then ended. The Obligors
                                            have not effected any material change in its accounting methods, principles or practices
                                            since the date of the Current Financial Statements. The Obligors do not intend to correct
                                            or restate, nor, to the knowledge of the Obligors, is there any basis for any correction
                                            or restatement of, any aspect of the Current Financial Statements. Other than as set out
                                            in Section (11) of the Disclosure Letter, each Obligor is neither a party to, nor had a commitment
                                            to become a party to, any material off balance sheet transactions, arrangements, obligations
                                            (including contingent obligations) or other relationships of Guarantor, the Debtor or any
                                            subsidiary of the Obligors with unconsolidated entities. MNP LLP is the current auditor of
                                            Debtor and is “independent” of the Obligors within the meaning of the Rules of
                                            Professional Conduct of the Chartered Professional Accountants of Ontario. There has never
                                            been a “reportable event” (within the meaning of National Instrument 51-102 –
                                            Continuous Disclosure Obligations of the Canadian Securities Administrators (“NI
                                            51-102”)) with the present or any former auditor of the Obligors.



 


	12.	Since
                                            the end date of its Current Financial Statements, the Obligors:



 


		(a)	have
                                            conducted its business only in the ordinary course of business and no Material Adverse Effect
                                            has occurred; and



 


		(b)	have
                                            not incurred any Indebtedness which is not shown or reflected in the most recent interim
                                            financial statements provided to the Debentureholder or in Section (12) of the Disclosure
                                            Letter.



 




    	 



    	D-3



    

 


Tax
Matters


 


	13.	(a) 	Taxes:



 


		(i)	All
                                            material Taxes due and payable by each of the Obligors (whether or not shown due on any Tax
                                            returns and whether or not assessed (or reassessed) by the appropriate Governmental Authority)
                                            have been timely paid.



 


		(ii)	All
                                            Tax returns required by Applicable Law to be filed by or with respect to the Obligors have
                                            been properly prepared and timely filed and all such Tax returns (including information provided
                                            therewith or with respect thereto) are true, complete and correct in all material respects,
                                            and no material fact or facts have been omitted therefrom which would make any such Tax returns
                                            misleading.



 


		(b)	As
                                            of the date hereof, no audit or other proceeding by any Governmental Authority is pending
                                            or, to the knowledge of the Obligors, threatened with respect to any Taxes due from or with
                                            respect to the Obligors, and no Governmental Authority has given written notice of any intention
                                            to assert any deficiency or claim for additional Taxes against either of the Obligors. As
                                            of the date hereof, there are no matters under discussion, audit or appeal or in dispute
                                            with any Governmental Authority relating to Taxes.



 


		(c)	Other
                                            than as set out in Section (13) of the Disclosure Letter, no Governmental Authority of a
                                            jurisdiction in which the Obligors do not file Tax returns has made any written claim that
                                            either of the Obligors are or may be subject to taxation by such jurisdiction. To the knowledge
                                            of the Obligors, there is no basis for a claim that the Obligors is subject to Tax in a jurisdiction
                                            in which the Obligors do not file Tax returns. As of the date hereof, each of the Obligors
                                            only file Tax returns in the jurisdictions in which it is incorporated or organized and in
                                            any jurisdiction in which it carries on any material business.



 


		(d)	As
                                            of the date hereof, there are no reassessments of Taxes for the Obligors that have been issued
                                            and are under dispute, and the Obligors have not received any communication from any Governmental
                                            Authority that an assessment or reassessment is proposed in respect of any Taxes.



 


		(e)	To
                                            the knowledge of the Obligors, each of the Obligors have withheld or collected any material
                                            Taxes that are required by Applicable Law to be withheld or collected and have paid or remitted,
                                            on a timely basis, the full amount of any Taxes that have been withheld or collected, and
                                            are due, to the applicable Governmental Authority.



 


	14.	Section
                                            (14) of the Disclosure Letter sets out a full and complete list of all existing Funded Debt
                                            of the Obligors.



 


Non-Contravention



 


	15.	Subject
                                            to Section (15) of the Disclosure Letter, none of the execution and delivery of the Debenture
                                            or the other Transaction Documents, the reservation and issuance of the Common Shares in
                                            accordance with the Debenture or the completion of the transactions contemplated hereby or
                                            thereby, by each Obligor thereto, will (i) require that a consent be obtained or a notice
                                            be provided under or result in or constitute a breach or default under any agreement, mortgage,
                                            bond or other instrument to which it is a party or which is binding on it or its assets,
                                            (ii) violate the terms of its constating documents, (iii) require that a consent be obtained
                                            or a notice be provided under or violate any Applicable Law or any Required Authorization
                                            or the material terms and conditions of any Other Rights, or result in any modification,
                                            revocation, alteration or transfer of any Required Authorization or Other Right, (iv) result
                                            in the imposition of any Encumbrance on the Project Assets, or (v) contravene any judgment,
                                            order, writ, injunction or decree of any Governmental Authority.



 




    	 



    	D-4



    

 


	16.	No
                                            Obligor is in breach of or default under, and no event has occurred that, with the passage
                                            of time or notice, or both, would constitute or would reasonably be expected to constitute
                                            such a breach of or default under, any agreement, mortgage, bond or other instrument to which
                                            it is a party or which is binding on it or its assets, other than a breach or default or
                                            event that would not, individually or in the aggregate, have a Material Adverse Effect. To
                                            the knowledge of the Obligors, there is no breach or default by any counterparty thereto
                                            or inability of any counterparty thereto to perform its obligations thereunder which has,
                                            individually or in the aggregate, a Material Adverse Effect.



 


Regulatory
Compliance 


 


	17.	No
                                            consents, approvals or permissions are required to be obtained by, nor any filings made with
                                            any Governmental Authority by any Obligor in connection with the execution and delivery or
                                            the performance by it of this Debenture and the other Transaction Documents to which it is
                                            a party, or in respect of its obligations hereunder or thereunder, other than as set forth
                                            in Sections (17) of the Disclosure Letter.



 


	18.	Each
                                            Obligor has conducted and is conducting its respective business in compliance in all material
                                            respects with Applicable Laws.



 


	19.	No
                                            Obligor nor, to the knowledge of the Obligors, any director, officer, manager, member, employee,
                                            consultant, representative or agent thereof, acting on its behalf has violated (i) the Corruption
                                            of Foreign Public Officials Act (Canada), the Bribery Act (United Kingdom), the
                                            Foreign Corrupt Practices Act (United States), and all other anti-bribery, and anti-corruption
                                            Applicable Laws, whether within Canada, the United States or to the extent applicable to
                                            any Obligor, elsewhere, including any regulations, guidelines or orders thereunder (collectively,
                                            the “Anti-Bribery Laws”); and (ii) the Proceeds of Crime (Money Laundering)
                                            and Terrorist Financing Act (Canada) and all other anti-money laundering, anti-terrorist
                                            financing, government sanction and “know your client” Applicable Laws, whether
                                            within Canada, the United States and, to the extent applicable to any Obligor, elsewhere,
                                            including any regulations, guidelines or orders thereunder (collectively, the “Anti-Money
                                            Laundering Laws”). No Obligor nor, to the knowledge of Guarantor and the Debtor,
                                            any director, officer, employee, consultant, representative or agent thereof acting on its
                                            behalf, has made a voluntary, directed, or involuntary disclosure to any Governmental Authority
                                            responsible for enforcing Anti-Bribery Laws or Anti-Money Laundering Laws, with respect to
                                            any alleged non-compliance by any Obligor or such other Persons (acting on behalf of an Obligor)
                                            with Anti-Bribery Laws or Anti-Money Laundering Laws. No Obligor has received any written
                                            notice, request, or citation from any Governmental Authority alleging non-compliance by any
                                            Obligor or such other Persons (acting on behalf of an Obligor) with any Anti-Bribery Laws
                                            or Anti-Money Laundering Laws.



 


	20.	The
                                            Obligors and their agents have complied at all times with Anti-Bribery Laws with respect
                                            to the Project and the development, construction or conduct of all operations or activities
                                            at the Project. The operations in relation to the Project are and have been conducted at
                                            all times in compliance with applicable financial record-keeping and reporting requirements
                                            of Anti-Money Laundering Laws and no action, suit or proceeding by or before any court or
                                            Governmental Authority or any arbitrator involving the Obligors with respect to the Anti-Money
                                            Laundering Laws is pending or, to the best knowledge of the Obligors, threatened.



 




    	 



    	D-5



    

 


	21.	The
                                            Obligors have not, and, to the knowledge of the Obligors, no director, officer, employee,
                                            consultant, representative or agent of the Obligors have, transacted business on behalf of
                                            the Obligors with any Restricted Person.



 


	22.	Debtor
                                            is a “reporting issuer” (or the equivalent) in the provinces of British Columbia
                                            and Ontario and is not included on a list of defaulting reporting issuers maintained by the
                                            securities regulators or other securities regulatory authorities in any such provinces (collectively,
                                            the “Securities Regulators”). No order, ruling or determination having
                                            the effect of suspending the sale or ceasing or suspending trading in any securities of Debtor
                                            has been issued by any Governmental Authority and is continuing in effect and no proceedings
                                            for such purpose have been instituted or are, to the knowledge of the Obligors, pending or
                                            threatened.



 


Legal
Proceedings


 


	23.	Other
                                            than as set forth in Section (23) of the Disclosure Letter, there are no actions, suits,
                                            proceedings, hearings, inquiries, investigations or claims commenced or, to the knowledge
                                            of the Obligors, threatened against any Obligor or that involve the Project, and which, individually
                                            or in the aggregate, (i) would prevent or limit, restrict or impair in any material respect
                                            the ability of an Obligor to enter into this Debenture or the other Transaction Documents
                                            to which it is a party or would reasonably be expected to materially and adversely impair
                                            the performance of its obligations under this Debenture or the other Transaction Documents
                                            or the development of the Project, or (ii) that could reasonably be expected to result in
                                            a Material Adverse Effect.



 


	24.	No
                                            Obligor is a party to or subject to any judgment, order, writ, injunction or decree, involving
                                            the Project, which (i) could reasonably be expected to materially and adversely impair the
                                            performance of its obligations under this Debenture or the other Transaction Documents, or
                                            (ii) could reasonably be expected to result in a Material Adverse Effect. No action or proceeding
                                            has been instituted or remains pending or, to the knowledge of the Obligors, has been threatened
                                            and not resolved, by or before any Governmental Authority that (i) could reasonably be expected
                                            to materially and adversely impair the development of the Project, or (ii) could reasonably
                                            be expected to result in a Material Adverse Effect.



 


Material
Information 


 


	25.	All
                                            material information relating to the Project and Project Assets and prepared by or on behalf
                                            of the current management of the Obligors and that has been made available or delivered to
                                            Debentureholder, including forecasts, projections, mine plans, budgets and environmental
                                            audits, assessments, studies and tests, including any environmental and social impact assessment
                                            study reports, was prepared in good faith and on the basis of assumptions that the management
                                            of the Obligors believe to be reasonable at the time of preparation, subject to any material
                                            changes of which the Obligors have informed Debentureholder in writing. To the knowledge
                                            of the management of the Obligors, all material information relating to the Project and the
                                            Project Assets prepared at the request of current management of the Obligors by third parties
                                            and that has been made available or delivered to Debentureholder including forecasts, projections,
                                            mine plans, budgets and environmental audits, assessments, studies and tests, including any
                                            material environmental and social impact assessment study reports, was prepared in good faith
                                            and does not contain materially incorrect information. The Obligors do not have knowledge
                                            of any change to the facts and assumptions underlying the estimates in the technical report
                                            and preliminary economic assessment for underground milling and concentration of lead, silver
                                            and zinc at the Mine amended and restated February 22, 2022 effective January 7, 2022 (“PEA”)
                                            that would reasonably be expected to result in a material adverse change in any cost, price,
                                            reserves, resources or other relevant information in the PEA. All material information regarding
                                            the Project and the Project Assets, including drill results, technical reports and studies,
                                            that are required to be disclosed by Applicable Laws, have been publicly disclosed by Debtor
                                            in compliance, in all material respects, with Applicable Laws.



 




    	 



    	D-6



    

 


	26.	As
                                            of the date hereof, all material information relating to the Project mineralization prepared
                                            by or on behalf of the current management of the Obligors has been made available or delivered
                                            to Debentureholder and, to the knowledge of the management of the Obligors, such information
                                            and the reports and information delivered to Debentureholder have been prepared in a manner
                                            which is consistent with Good Practice Standards, the statements, assumptions and projections
                                            contained therein are fair and reasonable as and when produced and, to the knowledge of the
                                            management of the Obligors, have been arrived at after reasonable inquiry having been made
                                            in good faith by the Persons responsible therefor. The estimated mineral resources relating
                                            to the Property as of the date hereof are as stated in the PEA. The Obligors are in compliance
                                            in all material respects with NI 43-101 in connection with the disclosure of scientific or
                                            technical information made by the Obligors concerning the Project. The Obligors have duly
                                            filed with the applicable regulatory authorities in compliance in all material respects with
                                            Applicable Laws all reports required by NI 43-101 in connection with the Project, and all
                                            such reports were prepared in accordance with the requirements of NI 43-101 in all material
                                            respects. As of the date hereof, there are no outstanding unresolved comments of the Canadian
                                            Securities Exchange (the “CSE”) or any Securities Regulator in respect of the
                                            technical disclosure relating to the Project made in the documents which have been filed
                                            by or on behalf of the Obligors with the relevant Securities Regulators pursuant to the requirements
                                            of Applicable Laws, including all documents publicly available on Debtor’s SEDAR profile.



 


	27.	The
                                            Obligors are in compliance in all material respects with all timely and continuous disclosure
                                            obligations under Applicable Laws, including NI 51-102, and the policies, rules and regulations
                                            of the CSE and, without limiting the generality of the foregoing, except as disclosed to
                                            the Debentureholder, there has been no “material change”, as defined in the Securities
                                            Act (Ontario) (actual, or, to the knowledge of the Obligors, proposed or prospective, whether
                                            financial or otherwise) in the business, results of operations, prospects, assets, liabilities
                                            (contingent or otherwise) or capital or financial condition of the Obligors on a consolidated
                                            basis which has not been publicly disclosed within the period required by NI 51-102, and
                                            except as disclosed to the Debentureholder, the Obligors has not filed any confidential material
                                            change reports which remain confidential as of the date hereof.



 


Project



 


	28.	The
                                            PEA was prepared in a manner which is consistent with Good Practice Standards and the statements,
                                            assumptions and projections contained therein were fair and reasonable as and when produced
                                            and, to the Obligors’ knowledge, were arrived at after reasonable inquiry, having been
                                            made in good faith by the Persons responsible therefor. The PEA contains a reasonable estimate
                                            in all material respects of projected capital expenditures for the Real Property subject
                                            to fluctuations in exchange rates, commodity prices and electricity rates and has been prepared
                                            in a manner which is consistent with Good Practice Standards.



 


	29.	Subject
                                            to Section (29) of the Disclosure Letter, the Guarantor is the sole recorded and beneficial
                                            owner of the Real Property, free and clear of any Encumbrances (other than Permitted Liens).
                                            Section (29) of the Disclosure Letter sets out a full and complete list of all Permitted
                                            Liens. Except for any Permitted Liens or as listed in Section (29) of the Disclosure Letter,
                                            no Person other than the Debentureholder has any agreement to acquire, option, right of first
                                            refusal or right, title or interest or any right that is or will become an agreement to acquire,
                                            option, right of first refusal or right, title or interest, in or to all or any material
                                            part of the Collateral or any Project Assets nor has either of the Obligors granted, or agreed
                                            to grant, any Encumbrances, other than Permitted Liens, on the Collateral or any Project
                                            Asset.



 




    	 



    	D-7



    

 


	30.	The
                                            Required Authorizations and Other Rights required for the development, construction or operation
                                            of the Project, including commercial production of the silver, lead and zinc from the Project,
                                            whether obtained or issued by the date hereof or not, are listed in Section (30) of the Disclosure
                                            Letter. The Obligors have complied in all material respects with all conditions provided
                                            for in the Required Authorizations and Other Rights required to be complied with as of the
                                            date this representation is made.



 


	31.	Subject
                                            to Section (31) of the Disclosure Letter, operation of the Project is and has been in compliance
                                            in all material respects with all land use restrictions, zoning, regulations, ordinances,
                                            environmental laws and other similar Applicable Laws thereto. Subject to Section (31) of
                                            the Disclosure Letter, during the past three (3) years, neither of the Obligors nor any of
                                            its agents or employees has received any written notice from any Governmental Authority having
                                            jurisdiction over the Project alleging any violation of any Applicable Law, including, but
                                            not limited to, those relating to environmental laws, zoning, building, use, personal disability
                                            and fire or safety, which has not been cured or remedied. To the knowledge of the Obligors,
                                            there are not any threatened proceedings for the rezoning of the Real Property or any portion
                                            thereof.



 


	32.	Current
                                            management of the Obligors has arranged for the following environmental studies relating
                                            to the Project and the Real Property: (i) since September 2020, 30 site water sampling and
                                            broad spectrum lab testing on a monthly basis and field parameter testing on a bi-weekly
                                            basis, and (ii) in May 2021, a multi-year water flow analysis program with the University
                                            of Idaho’s hydrogeology department, (iii) water chemistry analysis as part of planning
                                            for a proprietary in-mine water treatment system, (iv) evaluation of the capabilities of
                                            the Environmental Protection Agency’s Central Treatment Plant, in the event that an
                                            Obligor may seek to purchase and/or operate it in the future. No other environmental investigation,
                                            study, audit, test or other analysis has been conducted by or at the request of current management
                                            of the Obligors with respect to the Project and Real Property.



 


	33.	Subject
                                            to Section (33) of the Disclosure Letter, there are no material environmental liabilities
                                            of the Obligors or to the knowledge of the Obligors, in respect of the development, construction
                                            and operation of the Project, in each case, that have been incurred as at the date that this
                                            representation is made.



 


	34.	Subject
                                            to Section (34) of the Disclosure Letter, no release or threatened release of any chemicals,
                                            materials or substances, whether solid, liquid or gas, defined as or included in the definition
                                            of “contaminant”, “pollutant”, “hazardous substance”,
                                            “hazardous waste”, “hazardous material”, or “toxic substance”
                                            under any applicable environmental law has occurred or is occurring at or from the Project
                                            for which environmental laws require notice, further investigation or any form of responsive
                                            action.



 


	35.	Subject
                                            to Section (35) of the Disclosure Letter lists all underground and above ground storage tanks
                                            located or previously located on the Real Property.



 


	36.	The
                                            Obligors have complied and will comply with all terms and conditions of the EPA Settlement
                                            Agreement, including, without limitation, making timely payments and providing financial
                                            assurance on schedule.



 




    	 



    	D-8



    

 


	37.	The
                                            Real Property comprises all mining claims, concessions and other mining rights forming part
                                            of the Project.



 


	38.	Guarantor
                                            has good and marketable title to the Real Property free and clear of any Liens other than
                                            Permitted Liens and its rights in and to the Real Property will be valid and in full force
                                            and effect in all material respects, and the Obligors will have complied in all material
                                            respects with all of their respective obligations in respect thereof, including payment of
                                            any annual fees and production penalties, under Applicable Laws. No third party holds any
                                            mining or real property rights that conflict in any material respect with the Guarantor’s
                                            rights in and to the Real Property.



 


	39.	Subject
                                            only to the rights of any Governmental Authority set out in Section (38) of the Disclosure
                                            Letter and except for Permitted Liens, no Person is entitled to or holds any material rent,
                                            option, back-in right, earn-in right, right of first refusal, royalty, stream, participation,
                                            production or similar interests, or other payment in the nature of rent or royalty, on or
                                            for the Project, including any Products.



 


	40.	To
                                            the knowledge of the Obligors, there is no (i) expropriatory act or series of expropriatory
                                            acts, including eminent domain, confiscation, nationalization, requisition, deprivation,
                                            sequestration and/or similar acts, by law, order, executive or administrative action or otherwise
                                            of any Governmental Authority or any corporation or other entity controlled by any Governmental
                                            Authority the result of which expropriatory act or series of expropriatory acts is that all
                                            or substantially all of the rights, privileges and benefits pertaining to, associated with,
                                            threatened against or affecting all or any part of the Mine (collectively, an “Expropriation
                                            Event”) and (ii) circumstances, notices, discussions, or negotiations which could reasonably
                                            be expected to result in such an Expropriation Event.



 


	41.	Except
                                            as set out in Section (40) of the Disclosure Letter, to the best knowledge of the Obligors,
                                            no indigenous or community groups (and no Persons on their behalf) have asserted any interest
                                            or rights or commenced or threatened any claims or proceedings affecting the Project or the
                                            Obligors that could result in a Material Adverse Effect.



 


Common
Shares


 


	42.	The
                                            Common Shares are listed and posted for trading on the CSE and Debtor is a “reporting
                                            issuer” not in default of the requirements of the Applicable Securities Legislation.



 


	43.	The
                                            Common Shares, when issued in compliance with the provisions of the Debenture will be validly
                                            issued, fully paid and non-assessable and free of any liens or encumbrances and issued in
                                            compliance with all Applicable Securities Legislation.



 


Other


 


	44.	Except
                                            as set out in Section (44) of the Disclosure Letter, no Obligor is party to any contract
                                            that would give rise to a valid claim against an Obligor and/or any Sprott Entity for a brokerage
                                            commission, finder’s fee or like payment in connection with the transactions contemplated
                                            by this Debenture or the other Transaction Documents.



 


	45.	Section
                                            (45) of the Disclosure Letter, lists all bank accounts of each of Debtor and Guarantor and
                                            the depositary bank at which such accounts are maintained.



 


	46.	The
                                            Obligors are in material compliance with all Applicable Laws respecting employment and employment
                                            practices, terms and conditions of employment, pay equity and wages; there is not currently
                                            any labour disruption, strike, or conflict involving or threatened against any Obligor or
                                            directly affecting the Mine. None of the Obligors are party to a collective bargaining agreement.



 




    	 



    	E-1



    

 


EXHIBIT
“E”

PROJECT MINING CLAIMS


 


Primary
Claims


 


	Claim
    Name	 	M.S.
    #	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	Ace	 	2583	 	12	 	48
    North	 	2
    East
	African	 	2624	 	13	 	48
    North	 	2
    East
	Alla	 	1228	 	13	 	48
    North	 	2
    East
	Allie	 	1229	 	13	 	48
    North	 	2
    East
	Apex	 	3361	 	2	 	47
    North	 	2
    East
	Arizona	 	1488	 	12	 	48
    North	 	2
    East
	Band	 	2507	 	2	 	48
    North	 	2
    East
	Bear	 	2081	 	13	 	48
    North	 	2
    East
	Bee	 	2072	 	12	 	48
    North	 	2
    East
	Berniece	 	1620	 	14	 	48
    North	 	2
    East
	Beta	 	3471	 	13	 	48
    North	 	2
    East
	Blue
    Bird	 	3361	 	2	 	47
    North	 	2
    East
	Boer	 	2599	 	12	 	48
    North	 	2
    East
	Bonanza
    Fraction	 	1228	 	13	 	48
    North	 	2
    East
	Bought
    Again	 	1229	 	13	 	48
    North	 	2
    East
	Brady	 	2584	 	12	 	48
    North	 	2
    East
	Buckeye	 	2250	 	13	 	48
    North	 	2
    East
	Butte	 	3361	 	2	 	47
    North	 	2
    East
	Butternut	 	1916	 	13	 	48
    North	 	2
    East
	Cariboo	 	1220	 	11	 	48
    North	 	2
    East
	Carter	 	1466	 	14	 	48
    North	 	2
    East
	Chain	 	2078	 	12	 	48
    North	 	2
    East
	Cheyenne	 	2249	 	12	 	48
    North	 	2
    East
	Chief
    No. 2	 	2862	 	11	 	48
    North	 	2
    East
	Club	 	2583	 	12	 	48
    North	 	2
    East
	Combination	 	2072	 	12	 	48
    North	 	2
    East
	Confidence	 	2328	 	12	 	48
    North	 	2
    East
	Coxey	 	1466	 	14	 	48
    North	 	2
    East
	Cypress	 	2429	 	12	 	48
    North	 	2
    East
	Deadwood	 	1466	 	11	 	48
    North	 	2
    East
	Debs	 	1466	 	11	 	48
    North	 	2
    East



 






    	 



    	E-2



    

 


	Claim
    Name	 	M.S.
    #	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	Dewey	 	2081	 	13	 	48
    North	 	2
    East
	Diamond	 	2583	 	12	 	48
    North	 	2
    East
	Drew	 	2587	 	13	 	48
    North	 	2
    East
	East	 	1228	 	13	 	48
    North	 	2
    East
	Emily
    Grace	 	2587	 	13	 	48
    North	 	2
    East
	Emma	 	550	 	12	 	48
    North	 	2
    East
	Ethel	 	2966	 	11	 	48
    North	 	2
    East
	Evans	 	2611	 	12	 	48
    North	 	2
    East
	Excelsior	 	1356	 	11	 	48
    North	 	2
    East
	F	 	2587	 	24	 	48
    North	 	2
    East
	Flagstaff	 	2328	 	12	 	48
    North	 	2
    East
	Flagstaff
    No. 2	 	2921	 	12	 	48
    North	 	2
    East
	Flagstaff
    No. 4	 	2921	 	12	 	48
    North	 	2
    East
	Foster	 	2587	 	13	 	48
    North	 	2
    East
	Good
    Luck	 	1220	 	11	 	48
    North	 	2
    East
	Goth	 	3214	 	2	 	48
    North	 	2
    East
	Grant	 	2599	 	12	 	48
    North	 	2
    East
	Grant	 	2599	 	12	 	48
    North	 	2
    East
	Gun	 	2611	 	18	 	48
    North	 	3
    East
	Gus	 	2624	 	13	 	48
    North	 	2
    East
	Hamilton	 	1466	 	14	 	48
    North	 	2
    East
	Hamilton
    Fraction	 	1619	 	11	 	48
    North	 	2
    East
	Hard
    Cash	 	1466	 	11	 	48
    North	 	2
    East
	Harrison	 	1664	 	11	 	48
    North	 	2
    East
	Hawk	 	2072	 	12	 	48
    North	 	2
    East
	Heart	 	2511	 	12	 	48
    North	 	2
    East
	Helen
    Marr	 	2452	 	12	 	48
    North	 	2
    East
	Hemlock	 	2452	 	13	 	48
    North	 	2
    East
	Hickory	 	2432	 	13	 	48
    North	 	2
    East
	Homestake	 	1916	 	13	 	48
    North	 	2
    East
	Hornet	 	1325	 	12	 	48
    North	 	2
    East
	Idaho	 	2072	 	12	 	48
    North	 	2
    East
	Iowa	 	2072	 	12	 	48
    North	 	2
    East
	Ironhill	 	1228	 	13	 	48
    North	 	2
    East
	Ito	 	2081	 	13	 	48
    North	 	2
    East



 






    	 



    	E-3



    

 


	Claim
    Name	 	M.S.
    #	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	Jack	 	2511	 	12	 	48
    North	 	2
    East
	Jersey
    Fraction	 	1220	 	12	 	48
    North	 	2
    East
	Josie	 	1229	 	13	 	48
    North	 	2
    East
	K-24	 	2080	 	14	 	48
    North	 	2
    East
	K-4	 	2080	 	14	 	48
    North	 	2
    East
	K-40	 	2587	 	24	 	48
    North	 	2
    East
	Katherine	 	2966	 	11	 	48
    North	 	2
    East
	Key	 	2511	 	12	 	48
    North	 	2
    East
	King	 	1325	 	12	 	48
    North	 	2
    East
	Kirby
    Fraction	 	2654	 	12	 	48
    North	 	2
    East
	Lackawana	 	614	 	13	 	48
    North	 	2
    East
	Lacrosse	 	1228	 	13	 	48
    North	 	2
    East
	Last
    Chance	 	551	 	12	 	48
    North	 	2
    East
	Likely	 	1298	 	12	 	48
    North	 	2
    East
	Lilly
    May	 	2587	 	12	 	48
    North	 	2
    East
	Lincoln	 	2187	 	12	 	48
    North	 	2
    East
	Lucia	 	3390	 	14	 	48
    North	 	2
    East
	Lucky
    Chance	 	1349	 	18	 	48
    North	 	3
    East
	Maine	 	2626	 	11	 	48
    North	 	2
    East
	Manchester	 	2966	 	11	 	48
    North	 	2
    East
	Maple	 	1229	 	13	 	48
    North	 	2
    East
	Marblehead	 	3390	 	10	 	48
    North	 	2
    East
	Margaret	 	3390	 	14	 	48
    North	 	2
    East
	Mashonaland	 	1227	 	13	 	48
    North	 	2
    East
	Mattabelaland	 	1227	 	13	 	48
    North	 	2
    East
	McClellan	 	2654	 	12	 	48
    North	 	2
    East
	McClelland	 	1681	 	11	 	48
    North	 	2
    East
	Miles	 	2654	 	12	 	48
    North	 	2
    East
	Miners
    Delight	 	1228	 	13	 	48
    North	 	2
    East
	Missouri	 	2080	 	14	 	48
    North	 	2
    East
	Mountain
    King	 	1620	 	14	 	48
    North	 	2
    East
	Mountain
    Queen	 	1620	 	14	 	48
    North	 	2
    East
	Nancy
    B.	 	3390	 	11	 	48
    North	 	2
    East
	Nellie	 	2583	 	11	 	48
    North	 	2
    East
	Nevada	 	1466	 	14	 	48
    North	 	2
    East



 






    	 



    	E-4



    

 


	Claim
    Name	 	M.S.
    #	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	New
    Era	 	1527	 	12	 	48
    North	 	2
    East
	96	 	1715	 	11	 	48
    North	 	2
    East
	No.
    1	 	2587	 	24	 	48
    North	 	2
    East
	No.
    2	 	2587	 	24	 	48
    North	 	2
    East
	No.
    3	 	1357	 	11	 	48
    North	 	2
    East
	No.
    4	 	1357	 	11	 	48
    North	 	2
    East
	No
    Name	 	1228	 	13	 	48
    North	 	2
    East
	Norman	 	2368	 	11	 	48
    North	 	2
    East
	Oakland	 	569	 	11	 	48
    North	 	2
    East
	Offset	 	1229	 	13	 	48
    North	 	2
    East
	Ollie
    McMillin	 	1228	 	13	 	48
    North	 	2
    East
	Ontario
    Fraction	 	755	 	11	 	48
    North	 	2
    East
	Oregon	 	2274	 	15	 	48
    North	 	3
    East
	Overlap	 	2052	 	12	 	48
    North	 	2
    East
	Oyama	 	2081	 	13	 	48
    North	 	2
    East
	Olympia	 	3390	 	10	 	48
    North	 	2
    East
	Packard	 	1413	 	2	 	48
    North	 	2
    East
	Phil	 	3390	 	14	 	48
    North	 	2
    East
	Phillippine	 	1663	 	2	 	48
    North	 	2
    East
	Pitt	 	2654	 	12	 	48
    North	 	2
    East
	Princess	 	1633	 	11	 	48
    North	 	2
    East
	Quaker	 	1414	 	2	 	48
    North	 	2
    East
	Queen	 	2511	 	12	 	48
    North	 	2
    East
	Rambler	 	1041	 	11	 	48
    North	 	2
    East
	Republican
    Fraction	 	959	 	12	 	48
    North	 	2
    East
	Roman	 	2583	 	11	 	48
    North	 	2
    East
	Rookery	 	1229	 	13	 	48
    North	 	2
    East
	Roy	 	2624	 	13	 	48
    North	 	2
    East
	Royal
    Knight	 	1639	 	11	 	48
    North	 	2
    East
	S-11	 	2081	 	13	 	48
    North	 	2
    East
	S-12	 	2081	 	13	 	48
    North	 	2
    East
	S-13	 	2081	 	13	 	48
    North	 	2
    East
	Sampson	 	1328	 	13	 	48
    North	 	2
    East
	Sampson	 	2081	 	13	 	48
    North	 	2
    East
	San
    Carlos	 	750	 	12	 	48
    North	 	2
    East



 






    	 



    	E-5



    

 


	Claim
    Name	 	M.S.
    #	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	Sarnia	 	2081	 	13	 	48
    North	 	2
    East
	Scelinda
    No. 1	 	2921	 	1	 	48
    North	 	2
    East
	Scelinda
    No. 2	 	2921	 	1	 	48
    North	 	2
    East
	Scelinda
    No. 3	 	2921	 	1	 	48
    North	 	2
    East
	Scelinda
    No. 4	 	2921	 	1	 	48
    North	 	2
    East
	Scelinda
    No. 5	 	2921	 	1	 	48
    North	 	2
    East
	Scelinda
    No. 7	 	2921	 	1	 	48
    North	 	2
    East
	Scelinda
    No. 8	 	2921	 	1	 	48
    North	 	2
    East
	Schofield	 	1228	 	13	 	48
    North	 	2
    East
	Skookum	 	615	 	12	 	48
    North	 	2
    East
	Scorpion
    Fraction	 	2072	 	12	 	48
    North	 	2
    East
	Sierra
    Nevada	 	554	 	12	 	48
    North	 	2
    East
	Silver	 	2587	 	13	 	48
    North	 	2
    East
	Silver
    King	 	1639	 	11	 	48
    North	 	2
    East
	Sims	 	2186	 	12	 	48
    North	 	2
    East
	Sold
    Again Fraction	 	933	 	12	 	48
    North	 	2
    East
	Southern
    Beauty	 	1620	 	14	 	48
    North	 	2
    East
	Spade	 	2583	 	12	 	48
    North	 	2
    East
	Spokane	 	2509	 	12	 	48
    North	 	2
    East
	Spruce
    Fraction	 	2432	 	13	 	48
    North	 	2
    East
	Stemwinder	 	1830	 	12	 	48
    North	 	2
    East
	Stopping	 	1227	 	13	 	48
    North	 	2
    East
	Stuart
    No. 2	 	2966	 	11	 	48
    North	 	2
    East
	Stuart
    No. 3	 	2966	 	11	 	48
    North	 	2
    East
	Sugar	 	2862	 	11	 	48
    North	 	2
    East
	Sullivan	 	2966	 	11	 	48
    North	 	2
    East
	Summit	 	1228	 	13	 	48
    North	 	2
    East
	Susie	 	1229	 	13	 	48
    North	 	2
    East
	Taft	 	2611	 	18	 	48
    North	 	3
    East
	Teddy	 	2511	 	12	 	48
    North	 	2
    East
	Timothy
    Fraction	 	2274	 	18	 	48
    North	 	3
    East
	Tip
    Top	 	1041	 	11	 	48
    North	 	2
    East
	Trump	 	2624	 	13	 	48
    North	 	2
    East
	Tyler	 	546	 	12	 	48
    North	 	2
    East
	Utah	 	1882	 	12	 	48
    North	 	2
    East



 






    	 



    	E-6



    

 


	Claim
    Name	 	M.S.
    #	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	Viola	 	562	 	12	 	48
    North	 	2
    East
	Washington	 	2072	 	12	 	48
    North	 	2
    East
	Waverly	 	1620	 	14	 	48
    North	 	2
    East
	Wheelbarrow	 	1526	 	12	 	48
    North	 	2
    East
	William
    Lambert 

    Fraction	 	1945	 	2	 	48
    North	 	2
    East
	Yale	 	2611	 	13	 	48
    North	 	2
    East
	Zululand	 	1227	 	13	 	48
    North	 	2
    East


 


This
Primary Claims set contains all resource material included in the 2021 PEA Mineral Resource Estimate, as well as those areas listed in
the historic 1991 reserves. Due to the inconsistent orientation and nature of the mineralization underlying the above parcels, the Primary
Royalty rate will be applied to all extracted and processed mineralized material lying under and within Primary Claims’ area, up
to 90 degrees nadir along the Primary Claims’ boundaries.


 


In
order to accommodate the down-dip potential on structures included within the 2021 PEA Mineral Resource Estimate and historic 1991 historic
reserves report, all material processed interstitial to existing development, along strike but within the Primary Claims’ boundary
restrictions listed in the above paragraph, and continuously down-dip to the termination of the structure, the following zones will constitute
Primary Claims and be assigned a 1.85% royalty rate: Shea, Tallon, Ike/Truman, Emery, J, Mac, Francis/FW Francis. These names are taken
to be the names used during past production and denote discrete mineralized structures. This rule is added to the overlying royalty rate’s
material restrictions to reflect a more typical “Apex Law” situation for tabular mineralized zones and applies only to those
structures listed above. Splays and associated structures that connect geologically to those listed above will receive the Primary Royalty
rate of the main structure.


 


GGS
Claims


 


	Claim
    Name	 	M.S.
    #	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	Adath	 	2976	 	22	 	48
    North	 	2
    East
	Alykris	 	2976	 	22	 	48
    North	 	2
    East
	Anna
    Laura	 	2976	 	22	 	48
    North	 	2
    East
	Atlas	 	2976	 	22	 	48
    North	 	2
    East
	Atlas
    No. 1	 	2976	 	22	 	48
    North	 	2
    East
	B	 	2587	 	24	 	48
    North	 	2
    East
	Battleship
    Oregon	 	3390	 	14	 	48
    North	 	2
    East
	Black	 	2081	 	13	 	48
    North	 	2
    East
	Brown	 	2081	 	13	 	48
    North	 	2
    East
	Charly
    T.	 	3390	 	14	 	48
    North	 	2
    East



 






    	 



    	E-7



    

 


	Claim
    Name	 	M.S.#	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	E	 	2587	 	24	 	48
    North	 	2
    East
	Edna	 	2587	 	13	 	48
    North	 	2
    East
	85	 	2077	 	15	 	48
    North	 	2
    East
	Fraction	 	2976	 	22	 	48
    North	 	2
    East
	Gay	 	2976	 	22	 	48
    North	 	2
    East
	Hoover
    No. 1	 	2975	 	13	 	48
    North	 	2
    East
	Hoover
    No. 2	 	2975	 	13	 	48
    North	 	2
    East
	Hoover
    No. 3	 	2975	 	13	 	48
    North	 	2
    East
	Hoover
    No. 4	 	2975	 	13	 	48
    North	 	2
    East
	Hoover
    No. 5	 	2975	 	13	 	48
    North	 	2
    East
	Iowa
    No. 2	 	2077	 	15	 	48
    North	 	2
    East
	K-1	 	2080	 	14	 	48
    North	 	2
    East
	K-10	 	2077	 	15	 	48
    North	 	2
    East
	K-11	 	2077	 	15	 	48
    North	 	2
    East
	K-12	 	2077	 	15	 	48
    North	 	2
    East
	K-13	 	2077	 	15	 	48
    North	 	2
    East
	K-14	 	2080	 	14	 	48
    North	 	2
    East
	K-15	 	2080	 	14	 	48
    North	 	2
    East
	K-16	 	2077	 	14	 	48
    North	 	2
    East
	K-17	 	2077	 	15	 	48
    North	 	2
    East
	K-2	 	2080	 	14	 	48
    North	 	2
    East
	K-25	 	2080	 	14	 	48
    North	 	2
    East
	K-26	 	2080	 	14	 	48
    North	 	2
    East
	K-27	 	2080	 	14	 	48
    North	 	2
    East
	K-28	 	2077	 	15	 	48
    North	 	2
    East
	K-3	 	2080	 	14	 	48
    North	 	2
    East
	K-30	 	2077	 	14	 	48
    North	 	2
    East
	K-31	 	2077	 	14	 	48
    North	 	2
    East
	K-32	 	2077	 	22	 	48
    North	 	2
    East
	K-33	 	2080	 	23	 	48
    North	 	2
    East
	K-34	 	2080	 	23	 	48
    North	 	2
    East
	K-35	 	2080	 	23	 	48
    North	 	2
    East
	K-36	 	2080	 	23	 	48
    North	 	2
    East
	K-37	 	2080	 	23	 	48
    North	 	2
    East



 






    	 



    	E-8



    

 


	Claim
    Name	 	M.S.#	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	K-38	 	2080	 	23	 	48
    North	 	2
    East
	K-5	 	2080	 	14	 	48
    North	 	2
    East
	K-7	 	2080	 	14	 	48
    North	 	2
    East
	K-8	 	2080	 	14	 	48
    North	 	2
    East
	K-9	 	2080	 	14	 	48
    North	 	2
    East
	Kansas	 	2080	 	14	 	48
    North	 	2
    East
	Lilly
    May	 	2587	 	12	 	48
    North	 	2
    East
	Little
    Ore Grande	 	2977	 	23	 	48
    North	 	2
    East
	Mabundaland	 	1227	 	13	 	48
    North	 	2
    East
	Medium	 	2587	 	13	 	48
    North	 	2
    East
	Missouri
    No. 2	 	2077	 	15	 	48
    North	 	2
    East
	91	 	2077	 	15	 	48
    North	 	2
    East
	92	 	2077	 	15	 	48
    North	 	2
    East
	No.
    1	 	2587	 	24	 	48
    North	 	2
    East
	No.
    2	 	2587	 	24	 	48
    North	 	2
    East
	North
    Midland	 	3108	 	24	 	48
    North	 	2
    East
	Orbit	 	3097	 	23	 	48
    North	 	2
    East
	Ore
    Grande No. 1	 	2977	 	23	 	48
    North	 	2
    East
	Ore
    Grande No. 2	 	2977	 	23	 	48
    North	 	2
    East
	Ore
    Grande No. 3	 	2977	 	23	 	48
    North	 	2
    East
	Ore
    Grande No. 4	 	2977	 	23	 	48
    North	 	2
    East
	Ore
    Grande No. 5	 	2977	 	23	 	48
    North	 	2
    East
	Ore
    Shoot	 	3097	 	23	 	48
    North	 	2
    East
	Oreano	 	3097	 	23	 	48
    North	 	2
    East
	Orient	 	3097	 	23	 	48
    North	 	2
    East
	Oriental
    Orphan	 	3097	 	23	 	48
    North	 	2
    East
	Orpheum	 	3097	 	23	 	48
    North	 	2
    East
	Panorama	 	2976	 	23	 	48
    North	 	2
    East
	Penfield	 	2587	 	13	 	48
    North	 	2
    East
	Red
    Deer	 	2976	 	22	 	48
    North	 	2
    East
	S-10	 	2081	 	13	 	48
    North	 	2
    East
	Setzer	 	2976	 	22	 	48
    North	 	2
    East
	Texas	 	2080	 	14	 	48
    North	 	2
    East


 






    	 



    	E-9



    

 


The
GGS Royalty rate will apply to all GGS Claims either partly or wholly-covered by the ground geophysical survey announced on June 16,
2021


 


Residual
Claims


 


	Claim
    Name	 	M.S.
    #	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	A	 	2587	 	24	 	48
    North	 	2
    East
	Alfred	 	1628	 	2	 	48
    North	 	2
    East
	Anaconda	 	3361	 	2	 	47
    North	 	2
    East
	Apex
    No. 2	 	3361	 	1	 	47
    North	 	2
    East
	Apex
    No. 3	 	3361	 	1	 	47
    North	 	2
    East
	Army	 	3096	 	22	 	48
    North	 	2
    East
	Asset	 	2611	 	12	 	48
    North	 	2
    East
	Baby
    (1/6th interest)	 	2856	 	3	 	47
    North	 	2
    East
	Black
    Diamond	 	3423	 	10	 	48
    North	 	3
    East
	Blue
    Grouse	 	3361	 	2	 	47
    North	 	2
    East
	Bob
    White	 	3361	 	2	 	47
    North	 	2
    East
	Bonanza
    King Millsite	 	2868	 	8	 	48
    North	 	3
    East
	Brooklyn	 	2201	 	10	 	48
    North	 	2
    East
	Butte
    Fraction	 	3361	 	2	 	47
    North	 	2
    East
	C	 	2587	 	24	 	48
    North	 	2
    East
	Carbonate	 	3423	 	3	 	48
    North	 	3
    East
	Castle	 	3503	 	17	 	48
    North	 	2
    East
	Childs	 	2611	 	12	 	48
    North	 	2
    East
	Comstock	 	1345	 	18	 	48
    North	 	3
    East
	Cougar	 	3361	 	2	 	47
    North	 	2
    East
	D	 	2587	 	24	 	48
    North	 	2
    East
	Daisy	 	1345	 	18	 	48
    North	 	3
    East
	Dandy	 	1345	 	18	 	48
    North	 	3
    East
	Danish	 	1503	 	2	 	48
    North	 	2
    East
	East
    Midland	 	3108	 	19	 	48
    North	 	3
    East
	Eli	 	2611	 	18	 	48
    North	 	3
    East
	Enterprise	 	3423	 	3	 	48
    North	 	3
    East
	Enterprise
    Extension	 	3423	 	10	 	48
    North	 	3
    East
	Evening
    Star	 	2274	 	15	 	48
    North	 	3
    East
	Evening
    Star Fraction	 	2274	 	15	 	48
    North	 	3
    East
	Fairview	 	621	 	18	 	48
    North	 	3
    East



 






    	 



    	E-10



    

 


	Claim
    Name	 	M.S.
    #	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	Flagstaff
    No. 3	 	2921	 	12	 	48
    North	 	2
    East
	Galena	 	3361	 	1	 	47
    North	 	2
    East
	Gelatin	 	3423	 	10	 	48
    North	 	3
    East
	Giant	 	3423	 	3	 	48
    North	 	3
    East
	Good
    Enough	 	1628	 	2	 	48
    North	 	2
    East
	Huckleberry
    No. 2	 	3361	 	2	 	47
    North	 	2
    East
	Jackass	 	586	 	13	 	48
    North	 	2
    East
	Jessie	 	1345	 	18	 	48
    North	 	3
    East
	Julia	 	1345	 	18	 	48
    North	 	3
    East
	Justice	 	1345	 	18	 	48
    North	 	3
    East
	K-18	 	2077	 	15	 	48
    North	 	2
    East
	K-19	 	2077	 	15	 	48
    North	 	2
    East
	K-20	 	2077	 	15	 	48
    North	 	2
    East
	K-21	 	2077	 	14	 	48
    North	 	2
    East
	K-22	 	2077	 	14	 	48
    North	 	2
    East
	K-23	 	2077	 	15	 	48
    North	 	2
    East
	K-29	 	2077	 	15	 	48
    North	 	2
    East
	K-39	 	2077	 	15	 	48
    North	 	2
    East
	K-6	 	2080	 	14	 	48
    North	 	2
    East
	Keystone
    (1/6th interest)	 	2856	 	3	 	47
    North	 	2
    East
	L-1	 	3214	 	2	 	48
    North	 	2
    East
	L-2	 	3214	 	9	 	48
    North	 	2
    East
	L-3	 	3214	 	9	 	48
    North	 	2
    East
	Leopard	 	3361	 	2	 	47
    North	 	2
    East
	Lesley	 	2977	 	23	 	48
    North	 	2
    East
	Lesley
    No. 2	 	2977	 	23	 	48
    North	 	2
    East
	Lesley
    No. 3	 	2977	 	23	 	48
    North	 	2
    East
	Long
    John	 	3214	 	7	 	48
    North	 	3
    East
	Lydia
    Fraction	 	1723	 	2	 	48
    North	 	2
    East
	Lynx	 	3361	 	35	 	47
    North	 	2
    East
	Mabel	 	1723	 	2	 	48
    North	 	2
    East
	MacBenn	 	3361	 	2	 	47
    North	 	2
    East
	Maggie	 	1628	 	2	 	48
    North	 	2
    East
	Manila	 	1723	 	2	 	48
    North	 	2
    East



 


 






    	 



    	E-11



    

 


	Claim
    Name	 	M.S.
    #	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	Marin	 	3361	 	2	 	47
    North	 	2
    East
	Marko	 	3051	 	7	 	48
    North	 	3
    East
	Maryland	 	2274	 	15	 	48
    North	 	3
    East
	McRooney	 	2966	 	11	 	48
    North	 	2
    East
	Midland	 	3108	 	19	 	48
    North	 	3
    East
	Midland
    No. 1	 	3108	 	24	 	48
    North	 	2
    East
	Midland
    No. 3	 	3108	 	24	 	48
    North	 	2
    East
	Midland
    No. 4	 	3108	 	24	 	48
    North	 	2
    East
	Midland
    No. 5	 	3108	 	24	 	48
    North	 	2
    East
	Midland
    No. 6	 	3108	 	24	 	48
    North	 	2
    East
	Midland
    No. 7	 	3108	 	24	 	48
    North	 	2
    East
	Midland
    No. 8	 	3108	 	24	 	48
    North	 	2
    East
	Milo
    Millsite	 	2869	 	44790	 	48
    North	 	3
    East
	Minnesota	 	2077	 	15	 	48
    North	 	2
    East
	Missing
    Link	 	2587	 	24	 	48
    North	 	2
    East
	Monmouth	 	2274	 	15	 	48
    North	 	3
    East
	Monte
    Carlo No. 1	 	3177	 	18	 	48
    North	 	3
    East
	Monte
    Carlo No. 2	 	3177	 	18	 	48
    North	 	3
    East
	Monte
    Carlo No. 3	 	3177	 	44760	 	48
    North	 	3
    East
	Monte
    Carlo No. 4	 	3177	 	44760	 	48
    North	 	3
    East
	Monte
    Carlo No. 5	 	3177	 	18	 	48
    North	 	3
    East
	Navy	 	3096	 	22	 	48
    North	 	2
    East
	New
    Jersey	 	2201	 	10	 	48
    North	 	2
    East
	Nick	 	2611	 	18	 	48
    North	 	3
    East
	North
    Wellington	 	2977	 	23	 	48
    North	 	2
    East
	O.K.	 	1723	 	2	 	48
    North	 	2
    East
	O.K.
    Western	 	1723	 	2	 	48
    North	 	2
    East
	Ophir	 	1345	 	18	 	48
    North	 	3
    East
	Oracle	 	3097	 	23	 	48
    North	 	2
    East
	Oregon	 	2072	 	12	 	48
    North	 	2
    East
	Oregon
    No. 2	 	2274	 	15	 	48
    North	 	3
    East
	Ox	 	2611	 	18	 	48
    North	 	3
    East
	Peak	 	2587	 	24	 	48
    North	 	2
    East
	Pete	 	3389	 	10	 	48
    North	 	2
    East
	Pheasant	 	3361	 	2	 	47
    North	 	2
    East



 






    	 



    	E-12



    

 


	Claim
    Name	 	M.S.
    #	 	Section	 	Township	 	Range
	 	 	 	 	 	 	 	 	 
	Prominade	 	3389	 	10	 	48
    North	 	2
    East
	Reeves	 	1412	 	2	 	48
    North	 	2
    East
	Robbin	 	3361	 	2	 	47
    North	 	2
    East
	Rolling
    Stone	 	619	 	18	 	48
    North	 	3
    East
	Rolling
    Stone	 	3423	 	10	 	48
    North	 	3
    East
	Ruth	 	2611	 	18	 	48
    North	 	3
    East
	S-9	 	2081	 	13	 	48
    North	 	2
    East
	Sam	 	3389	 	10	 	48
    North	 	2
    East
	Schute
    Fraction	 	2201	 	10	 	48
    North	 	2
    East
	Sherman	 	2611	 	12	 	48
    North	 	2
    East
	Silver
    Chord	 	2274	 	15	 	48
    North	 	3
    East
	Silver
    King Millsite	 	3563	 	2	 	48
    North	 	2
    East
	Simmons	 	2611	 	12	 	48
    North	 	2
    East
	Snowline	 	2587	 	25	 	48
    North	 	2
    East
	Sonora	 	3361	 	2	 	47
    North	 	2
    East
	Spokane
    Central No. 1	 	3472	 	19	 	48
    North	 	3
    East
	Spokane
    Central No. 2	 	3472	 	20	 	48
    North	 	3
    East
	Spokane
    Central No. 3	 	3472	 	20	 	48
    North	 	3
    East
	Spokane
    Central No. 4	 	3472	 	20	 	48
    North	 	3
    East
	Spokane
    Central No. 5	 	3472	 	20	 	48
    North	 	3
    East
	Spring	 	3298	 	15	 	48
    North	 	3
    East
	Star	 	2081	 	13	 	48
    North	 	2
    East
	Sullivan
    Extension	 	1228	 	13	 	48
    North	 	2
    East
	Sunny	 	1723	 	2	 	48
    North	 	2
    East
	Switzerland	 	2966	 	11	 	48
    North	 	2
    East
	V.M.
    No. 1	 	3051	 	7	 	48
    North	 	3
    East
	V.M.
    No. 2	 	3051	 	7	 	48
    North	 	3
    East
	Van
    (1/6th interest)	 	2856	 	3	 	47
    North	 	2
    East
	Venture	 	3164	 	2	 	48
    North	 	2
    East
	Walla
    Walla	 	1345	 	18	 	48
    North	 	3
    East
	Wellington	 	2977	 	23	 	48
    North	 	2
    East
	Whippoorwill	 	1723	 	2	 	48
    North	 	2
    East
	Woodrat
    (1/6th interest)	 	2856	 	3	 	47
    North	 	2
    East
	Yreka
    No. 10	 	2587	 	19	 	48
    North	 	3
    East
	Yreka
    No. 11	 	2587	 	19	 	48
    North	 	3
    East
	Yreka
    No. 12	 	2587	 	30	 	48
    North	 	3
    East
	Yreka
    No. 13	 	2587	 	30	 	48
    North	 	3
    East
	Yreka
    No. 14	 	2587	 	30	 	48
    North	 	3
    East
	Yreka
    No. 15	 	2587	 	30	 	48
    North	 	3
    East
	Yreka
    No. 16	 	2587	 	30	 	48
    North	 	3
    East
	Yreka
    No. 17	 	2587	 	30	 	48
    North	 	3
    East
	Yreka
    No. 18	 	2587	 	30	 	48
    North	 	3
    East
	Yreka
    No. 19	 	2587	 	30	 	48
    North	 	3
    East
	Yreka
    No. 20	 	2587	 	30	 	48
    North	 	3
    East
	Yreka
    No. 21	 	2587	 	30	 	48
    North	 	3
    East
	Yreka
    No. 22	 	2587	 	24	 	48
    North	 	2
    East
	Yreka
    No. 23	 	2587	 	19	 	48
    North	 	3
    East
	Yreka
    No. 24	 	2587	 	19	 	48
    North	 	3
    East
	Yreka
    No. 25	 	2587	 	24	 	48
    North	 	2
    East
	Yreka
    No. 26	 	2587	 	19	 	48
    North	 	3
    East
	Zeke	 	3389	 	10	 	48
    North	 	2
    East