Unassociated Document


        

    
      
        
          
            
              	 
      	
                      EXHIBIT
      10.1

                    
	 
      	
                       

                      Agreement

                       

                       

                    
	
                      Apollo
      Gold Corporation: Black Fox Gold Project

                    	 
      
	 	 
	
                      Project
      Facility Agreement

                    	 
      
	 
      	 
      
	
                      Apollo
      Gold Corporation

                       

                      RMB
      Australia Holdings Limited

                       

                      Macquarie
      Bank Limited

                       

                      RMB
      Resources Inc.

                    	 
      
	
                       

                       

                       

                       

                       

                       

                    	 
	
                      david.walton@freehills.com

                      imogen.scanlan@freehills.com

                    	 
      


            

          

        

      

       

      
        
          
            
              	
                      

                       

                    	 
      
	QV.1
      Building 250 St Georges Terrace Perth WA 6000 Australia GPO
      Box U1942 Perth WA 6845 Australia Sydney  Melbourne  Perth  Brisbane  Singapore
       	
                      Telephone
      +61 8 9211 7777  Facsimile +61 8 9211 7878

                      www.freehills.com  DX
      104 Perth

                      Correspondent
      offices in Hanoi  Ho Chi Minh
      City  Jakarta

                       

                    


            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      Contents

       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	 	Table of contents
	 	
                                                                          
    
	 
      	
                                                                          The
      agreement

                                                                        	
                                                                          1

                                                                        
	 	 	 
	
                                                                          1

                                                                        	
                                                                          Definitions
      and interpretations

                                                                        	
                                                                          2

                                                                        
	 
      	
                                                                          1.1
      Definitions

                                                                        	
                                                                          2

                                                                        
	 
      	
                                                                          1.2
      Interpretations

                                                                        	
                                                                          26

                                                                        
	 
      	
                                                                          1.3
      Inclusive expressions

                                                                        	
                                                                          27

                                                                        
	 
      	
                                                                          1.4
      Business Day

                                                                        	
                                                                          27

                                                                        
	 
      	
                                                                          1.5
      Accounting Standards

                                                                        	
                                                                          27

                                                                        
	 	 	 
	
                                                                          2

                                                                        	
                                                                          Conditions
      precedent

                                                                        	
                                                                          27

                                                                        
	 
      	
                                                                          2.1
      Conditions precedent to the Initial Funding Portion

                                                                        	
                                                                          27

                                                                        
	 
      	
                                                                          2.2
      Conditions precedent to all Funding Portions

                                                                        	
                                                                          29

                                                                        
	 
      	
                                                                          2.3
      Certified copies

                                                                        	
                                                                          30

                                                                        
	 
      	
                                                                          2.4
      Benefit of conditions precedent

                                                                        	
                                                                          30

                                                                        
	 	 	 
	
                                                                          3

                                                                        	
                                                                          Commitment,
      purpose and availability of the Facility

                                                                        	
                                                                          30

                                                                        
	 
      	
                                                                          3.1
      Provision of Commitment

                                                                        	
                                                                          30

                                                                        
	 
      	
                                                                          3.2
      Several obligations and rights of the Financiers

                                                                        	
                                                                          30

                                                                        
	 
      	
                                                                          3.3
      Purpose

                                                                        	
                                                                          30

                                                                        
	 
      	
                                                                          3.4
      Cancellation of Commitment during Availability Period

                                                                        	
                                                                          31

                                                                        
	 
      	
                                                                          3.5
      Cancellation at end of Availability Period

                                                                        	
                                                                          31

                                                                        
	 
      	
                                                                          3.6
      Voluntary prepayment

                                                                        	
                                                                          31

                                                                        
	 
      	
                                                                          3.7
      Mandatory prepayment

                                                                        	
                                                                          31

                                                                        
	 
      	
                                                                          3.8
      Cancellations, prepayments and Project Completion

                                                                        	
                                                                          32

                                                                        
	 
      	
                                                                          3.9
      Cancellations and prepayments in inverse order

                                                                        	
                                                                          32

                                                                        
	 	 	 
	
                                                                          4

                                                                        	
                                                                          Funding
      and rate setting procedures

                                                                        	
                                                                          32

                                                                        
	 
      	
                                                                          4.1
      Delivery of Funding Notice

                                                                        	
                                                                          32

                                                                        
	 
      	
                                                                          4.2
      Requirements for a Funding Notice

                                                                        	
                                                                          32

                                                                        
	 
      	
                                                                          4.3
      Irrevocability of Funding Notice

                                                                        	
                                                                          32

                                                                        
	 
      	
                                                                          4.4
      Amount of Funding Portions

                                                                        	
                                                                          32

                                                                        
	 
      	
                                                                          4.5
      Selection of Interest Periods

                                                                        	
                                                                          33

                                                                        
	 
      	
                                                                          4.6
      Selection Notice

                                                                        	
                                                                          33

                                                                        
	 
      	
                                                                          4.7
      Determination of Funding Rate

                                                                        	
                                                                          33

                                                                        
	 	 	 
	
                                                                          5

                                                                        	
                                                                          Facility

                                                                        	
                                                                          33

                                                                        
	 
      	
                                                                          5.1
      Provision of Funding Portions

                                                                        	
                                                                          33

                                                                        
	 
      	
                                                                          5.2
      Repayment

                                                                        	
                                                                          34

                                                                        
	 
      	
                                                                          5.3
      Repayment of other Secured Moneys

                                                                        	
                                                                          34

                                                                        
	 
      	
                                                                          5.4
      Interest

                                                                        	
                                                                          34

                                                                        
	 
      	
                                                                          5.5
      Calculation of per annum interest rate

                                                                        	
                                                                          34

                                                                        
	 
      	
                                                                          5.6
      Maximum interest payable

                                                                        	
                                                                          34

                                                                        
	 	 	 
	
                                                                          6

                                                                        	
                                                                          Payments

                                                                        	
                                                                          35

                                                                        
	 
      	
                                                                          6.1
      Manner of payment

                                                                        	
                                                                          35

                                                                        
	 
      	
                                                                          6.2
      Payments on a Business Day

                                                                        	
                                                                          35

                                                                        
	 
      	
                                                                          6.3
      Payments in gross

                                                                        	
                                                                          35

                                                                        
	 
      	
                                                                          6.4
      Additional payments

                                                                        	
                                                                          35

                                                                        
	 
      	
                                                                          6.5
      Taxation deduction procedures

                                                                        	
                                                                          35

                                                                        
	 
      	
                                                                          6.6
      Tax Credit

                                                                        	
                                                                          36

                                                                        


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
              

            

            
              Contents
1

              
                

              

            

            
              
              

            

          

          Contents

           

          
            	
                  	
                    6.7
      Tax affairs

                  	
                    36

                  
	 
      	
                    6.8
      Amounts payable on demand

                  	
                    36

                  
	 
      	
                    6.9
      Appropriation of payments

                  	
                    36

                  
	 
      	
                    6.10
      Distribution by Agent

                  	
                    37

                  
	 
      	
                    6.11
      Non-receipt of funds by Agent

                  	
                    37

                  
	 
      	
                    6.12
      Redistribution of payments

                  	
                    37

                  
	 
      	
                    6.13
      Rounding

                  	
                    38

                  
	 
      	
                    6.14
      Currency exchanges

                  	
                    38

                  
	 	 	 
	
                    7

                  	
                    Issue
      of Warrants

                  	
                    38

                  
	 
      	
                    7.1
      Warrants

                  	
                    38

                  
	 
      	
                    7.2
      Issue of Warrants

                  	
                    38

                  
	 
      	
                    7.3
      Exercise of Warrants

                  	
                    39

                  
	 
      	
                    7.4
      Ranking of Shares and Warrants

                  	
                    39

                  
	 
      	
                    7.5
      Registration under US Securities Laws

                  	
                    39

                  
	 	 	 
	
                    8

                  	
                    Representations
      and warranties

                  	
                    40

                  
	 
      	
                    8.1
      General representations and warranties

                  	
                    40

                  
	 
      	
                    8.2
      Project representations and warranties

                  	
                    43

                  
	 
      	
                    8.3
      Survival and repetition of representations and warranties

                  	
                    45

                  
	 
      	
                    8.4
      Reliance by Finance Parties

                  	
                    45

                  
	 	 	 
	
                    9

                  	
                    Undertakings

                  	
                    45

                  
	 
      	
                    9.1
      Conduct of Project

                  	
                    45

                  
	 
      	
                    9.2
      Project Covenants

                  	
                    45

                  
	 
      	
                    9.3
      Environmental issues

                  	
                    46

                  
	 
      	
                    9.4
      Mining Rights

                  	
                    47

                  
	 
      	
                    9.5
      Corporate budget

                  	
                    47

                  
	 
      	
                    9.6
      Provision of information and reports

                  	
                    47

                  
	 
      	
                    9.7
      Proper accounts

                  	
                    48

                  
	 
      	
                    9.8
      Notices to the Agent

                  	
                    48

                  
	 
      	
                    9.9
      Corporate existence

                  	
                    50

                  
	 
      	
                    9.10
      Compliance

                  	
                    50

                  
	 
      	
                    9.11
      Maintenance of capital

                  	
                    50

                  
	 
      	
                    9.12
      Compliance with laws and Authorisations

                  	
                    50

                  
	 
      	
                    9.13
      Payment of debts, outgoings and Taxes

                  	
                    51

                  
	 
      	
                    9.14
      Project Documents

                  	
                    51

                  
	 
      	
                    9.15
      Amendments to constitution

                  	
                    52

                  
	 
      	
                    9.16
      Negative pledge and disposal of assets

                  	
                    52

                  
	 
      	
                    9.17
      No change to business

                  	
                    52

                  
	 
      	
                    9.18
      Financial accommodation and Financial Indebtedness

                  	
                    53

                  
	 
      	
                    9.19
      Arm’s length transactions

                  	
                    53

                  
	 
      	
                    9.20
      No new Subsidiaries

                  	
                    53

                  
	 
      	
                    9.21
      Restrictions on Distributions and fees

                  	
                    53

                  
	 
      	
                    9.22
      Undertakings regarding Secured Property

                  	
                    54

                  
	 
      	
                    9.23
      Insurance

                  	
                    55

                  
	 
      	
                    9.24
      Financial undertakings

                  	
                    57

                  
	 
      	
                    9.25
      Hedging

                  	
                    57

                  
	 
      	
                    9.26
      Subordination of Inter-Company Claims

                  	
                    57

                  
	 
      	
                    9.27
      Share Qualification

                  	
                    58

                  
	 
      	
                    9.28
      Continued Listing

                  	
                    58

                  
	 
      	
                    9.29
      Convertible Debenture

                  	
                    58

                  
	 
      	
                    9.30
      Term of undertakings

                  	
                    59

                  


          

          
             

            
              
                
                

              

              
                Contents
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            Contents

             

          

          
            	
                    10

                  	
                    Market
      Disruption Event

                  	
                    59

                  
	 
      	
                    10.1
      Market Disruption

                  	
                    59

                  
	 	 	 
	
                    11

                  	
                    Cashflow
      Model

                  	
                    59

                  
	 
      	
                    11.1
      Calculations

                  	
                    59

                  
	 
      	
                    11.2
      Calculations in United States Dollars

                  	
                    60

                  
	 
      	
                    11.3
      Maintenance

                  	
                    60

                  
	 
      	
                    11.4
      Update of Cashflow Model

                  	
                    60

                  
	 
      	
                    11.5
      Factors since commencement of production

                  	
                    60

                  
	 
      	
                    11.6
      Delivery of updated Cashflow Model

                  	
                    60

                  
	 
      	
                    11.7
      Determination is binding

                  	
                    60

                  
	 	 	 
	
                    12

                  	
                    Project
      Accounts

                  	
                    61

                  
	 
      	
                    12.1
      Establishment of Project Accounts

                  	
                    61

                  
	 
      	
                    12.2
      Debt Service Reserve Account

                  	
                    61

                  
	 
      	
                    12.3
      Proceeds Account

                  	
                    61

                  
	 
      	
                    12.4
      Limits on withdrawals

                  	
                    63

                  
	 	 	 
	
                    13

                  	
                    Events
      of Default

                  	
                    63

                  
	 
      	
                    13.1
      Events of Default

                  	
                    63

                  
	 
      	
                    13.2
      Effect of Event of Default

                  	
                    66

                  
	 
      	
                    13.3
      Transaction Parties to continue to perform

                  	
                    66

                  
	 
      	
                    13.4
      Enforcement

                  	
                    66

                  
	 
      	
                    13.5
      Review event

                  	
                    67

                  
	 	 	 
	
                    14

                  	
                    Increased
      costs and illegality

                  	
                    67

                  
	 
      	
                    14.1
      Increased costs

                  	
                    67

                  
	 
      	
                    14.2
      Illegality

                  	
                    68

                  
	 
      	
                    14.3
      Reduction of Commitment

                  	
                    68

                  
	 	 	 
	
                    15

                  	
                    Indemnities
      and Break Costs

                  	
                    68

                  
	 
      	
                    15.1
      General indemnity

                  	
                    68

                  
	 
      	
                    15.2
      Break Costs

                  	
                    69

                  
	 
      	
                    15.3
      Foreign currency indemnity

                  	
                    69

                  
	 
      	
                    15.4
      Conversion of currencies

                  	
                    70

                  
	 
      	
                    15.5
      Continuing indemnities and evidence of Loss

                  	
                    70

                  
	 	 	 
	
                    16

                  	
                    Fees,
      Tax, costs and expenses

                  	
                    70

                  
	 
      	
                    16.1
      Arrangement fee

                  	
                    70

                  
	 
      	
                    16.2
      Commitment fee

                  	
                    70

                  
	 
      	
                    16.3
      Tax

                  	
                    70

                  
	 
      	
                    16.4
      Costs and expenses

                  	
                    71

                  
	 	 	 
	
                    17

                  	
                    Interest
      on overdue amounts

                  	
                    71

                  
	 
      	
                    17.1
      Payment of interest

                  	
                    71

                  
	 
      	
                    17.2
      Accrual of interest

                  	
                    71

                  
	 
      	
                    17.3
      Rate of interest

                  	
                    71

                  
	 	 	 
	
                    18

                  	
                    Relations
      between Agent and Financiers

                  	
                    72

                  
	 
      	
                    18.1
      Appointment of Agent

                  	
                    72

                  
	 
      	
                    18.2
      Agent’s capacity

                  	
                    72

                  
	 
      	
                    18.3
      Agent’s obligations

                  	
                    72

                  
	 
      	
                    18.4
      Agent’s powers

                  	
                    72

                  
	 
      	
                    18.5
      Instructions to Agent

                  	
                    73

                  
	 
      	
                    18.6
      Assumptions as to authority

                  	
                    73

                  


          

          
            
               

              
                
                  
                  

                

                
                  Contents
3

                  
                    

                  

                

                
                  
                  

                

              

              Contents

               

              
                
                  
                    	 
      	
                            18.7
      Agent’s liability

                          	
                            73

                          
	 
      	
                            18.8
      Delegation

                          	
                            74

                          
	 
      	
                            18.9
      Agent entitled to rely

                          	
                            74

                          
	 
      	
                            18.10
      Provision of information

                          	
                            74

                          
	 
      	
                            18.11
      Indemnity by Financiers

                          	
                            74

                          
	 
      	
                            18.12
      Independent appraisal by Financiers

                          	
                            75

                          
	 
      	
                            18.13
      Resignation and removal of Agent

                          	
                            75

                          
	 
      	
                            18.14
      Institution of actions by Financiers

                          	
                            75

                          
	 
      	
                            18.15
      Identity of Financiers

                          	
                            75

                          
	 
      	
                            18.16
      Electronic transmission of notices

                          	
                            76

                          
	 	 	 
	
                            19

                          	
                            Assignment

                          	
                            76

                          
	 
      	
                            19.1
      Assignment by Transaction Party

                          	
                            76

                          
	 
      	
                            19.2
      Assignment by Finance Party

                          	
                            76

                          
	 
      	
                            19.3
      Substitution agreement

                          	
                            77

                          
	 
      	
                            19.4
      Assist

                          	
                            77

                          
	 
      	
                            19.5
      Participation not permitted

                          	
                            77

                          
	 
      	
                            19.6
      Lending Office

                          	
                            77

                          
	 
      	
                            19.7
      No increase in costs

                          	
                            77

                          
	 
      	
                            19.8
      Anti-Money Laundering

                          	
                            77

                          
	 	 	 
	
                            20

                          	
                            Saving
      provisions

                          	
                            78

                          
	 
      	
                            20.1
      No merger of security

                          	
                            78

                          
	 
      	
                            20.2
      Exclusion of moratorium

                          	
                            78

                          
	 
      	
                            20.3
      Conflict

                          	
                            79

                          
	 
      	
                            20.4
      Consents

                          	
                            79

                          
	 
      	
                            20.5
      Principal obligations

                          	
                            79

                          
	 
      	
                            20.6
      Non-avoidance

                          	
                            79

                          
	 
      	
                            20.7
      Set-off authorised

                          	
                            79

                          
	 
      	
                            20.8
      Agent’s certificates and approvals

                          	
                            80

                          
	 
      	
                            20.9
      No reliance or other obligations and risk assumption

                          	
                            80

                          
	 
      	
                            20.10
      Power of attorney

                          	
                            80

                          
	 	 	 
	
                            21

                          	
                            General

                          	
                            80

                          
	 
      	
                            21.1
      Confidential information

                          	
                            80

                          
	 
      	
                            21.2
      Transaction Party to bear cost

                          	
                            81

                          
	 
      	
                            21.3
      Notices

                          	
                            81

                          
	 
      	
                            21.4
      Governing law and jurisdiction

                          	
                            81

                          
	 
      	
                            21.5
      Prohibition and enforceability

                          	
                            82

                          
	 
      	
                            21.6
      Waivers

                          	
                            82

                          
	 
      	
                            21.7
      Variation

                          	
                            82

                          
	 
      	
                            21.8
      Cumulative rights

                          	
                            82

                          
	 
      	
                            21.9
      Attorneys

                          	
                            82

                          
	 
      	
                            21.10
      Counterparts

                          	
                            83

                          
	 	 	 
	 	 	 
	 
      	
                            Schedules

                          	 
      
	 
      	
                            Notice
      Details

                          	
                             

                          
	 
      	
                            Commitment

                          	
                             

                          
	 
      	
                            Repayment
      Schedule

                          	
                             

                          
	 
      	
                            Project
      Completion Test

                          	
                             

                          
	 
      	
                            Securities

                          	
                             

                          


                  

                

              

            

          

          
             

            
              
                
                

              

              
                Contents
4

                
                  

                

              

              
                
                

              

            

            Contents

             

          

          
            
              	 
      	
                      Officer’s
      certificate

                    	
                       

                    
	 
      	
                      Funding
      Notice

                    	
                       

                    
	 
      	
                      Selection
      Notice

                    	
                       

                    
	 
      	
                      Form
      of Warrant Certificate

                    	
                       

                    
	 
      	
                      Permitted
      Encumbrances

                    	
                       

                    
	 
      	
                      Project
      Area

                    	
                       

                    
	 
      	
                      Group
      Structure Diagram

                    	
                       

                    
	 
      	
                      Unpatented
      Mining Claims

                    	
                       

                    
	 
      	
                      Royalties

                    	
                       

                    
	 
      	
                      Existing
      Registrations

                    	
                       

                    
	 
      	
                      Guarantee
      Assumption Agreement

                    	 
      
	 
      	
                      Substitution
      Agreement

                    	 
      
	 	
                      Freehills
      owns the copyright in this document and using it without permission is
      strictly prohibited.

                    	 


            

          

           

          
            
              
              

            

            
              Contents
5

              
                

              

            

            
              
              

            

          

        

      

      The
agreement

      
         

         

        Project
Facility Agreement

        
          
            

          

        

         

      

      Date 20
February 2009

       

      
        
          
            	
                    Between
      the parties

                  	 
      
	
                     

                    Borrower

                  	
                     

                    Apollo
      Gold Corporation

                    a
      corporation existing under the laws of the Yukon Territory,
      Canada

                    of
      5655 South Yosemite Street, Suite 200 Greenwood Village, Colorado
      80111-3220, United States of America

                    (Borrower)

                  
	
                     

                    Financier

                  	
                     

                    RMB
      Australia Holdings Limited

                    a
      company incorporated under the laws of Australia

                    of
      Level 13, 60 Castlereagh Street, Sydney, New South Wales 2000,
      Australia

                     

                    Macquarie
      Bank Limited

                    ACN
      008 583 542 of Level 1, No. 1 Martin Place, Sydney NSW 2000,
      Australia

                  
	
                     

                    Agent
      and Security Agent

                  	
                     

                    RMB
      Resources Inc.

                    a
      company incorporated under the laws of Delaware, United States of
      America

                    of
      Suite 900, 143 Union Boulevard, Lakewood, Colorado, United States of
      America

                    (both the Agent and the Security
      Agent)

                  
	
                     

                    Background

                  	
                     

                    1     The Financiers entered
      into a Bridge Facility Agreement with the Borrower on 10 December
      2008.

                    2     The Financiers have
      agreed to provide the Facility to the Borrower on the terms of this
      agreement.

                  
	
                     

                    The
      parties agree

                  	
                     

                    as
      set out in the operative part of this agreement, in consideration of,
      among other things, the mutual promises contained in this
      agreement.

                  


          

        

      

       

      
        
          
          

        

        
          page
1

          
            

          

        

        
          
          

        

      

      

      
        


        
          
            


             

            
              	
                      1

                    	
                      Definitions
      and interpretations

                    


            

            
              
                

              

            

          

           

          
            	
                    1.1

                  	
                    Definitions

                  


          

           

          The
meanings of the terms used in this document are set out below.

          
             

            
              	
                      Term

                    	
                      Meaning

                    
	
                       

                      Accounting
      Standards

                    	
                       

                      generally
      accepted accounting principles in Canada.

                    
	
                       

                      Affiliate

                    	
                       

                      with
      respect to a Person:

                      1     any
      partner, officer, ten percent (10%) or more shareholder, manager,
      director, employee or managing agent of that Person or that Person’s
      Affiliates;

                      2     any
      spouse, parent, siblings, children or grandchildren (by birth or adoption)
      of that Person; and

                      3     any
      other Person (other than a Subsidiary):

                      ·
       that directly or indirectly through one or more
      intermediaries, controls, or is controlled by, or is under common control
      with, that Person;

                      · 
      that directly or indirectly beneficially owns or holds 10% or more
      of any class of voting stock or partnership or other voting interest of
      that Person or any Subsidiary of that Person; or

                      · 
      10% or more of the voting stock or partnership or other voting
      interest of which is directly or indirectly beneficially owned or held by
      that Person or a Subsidiary of that Person.

                    
	
                       

                      AGI

                    	
                       

                      Apollo
      Gold Inc., a corporation existing under the laws of Delaware, United
      States of America of 5655 South Yosemite Street, Suite 200 Greenwood
      Village, Colorado, 80111-3220, United States of
America.

                    
	
                       

                      Adjusted
      Current Assets

                    	
                       

                      Current
      Assets less (to the extent included in Current Assets in accordance with
      the Accounting Standards) the amount of any mark-to-market value of
      Hedging Agreements.

                    
	
                       

                      Adjusted
      Current Liabilities

                    	
                       

                      Current
      Liabilities less (to the extent included in Current Liabilities in
      accordance with the Accounting Standards) the amount of any mark-to-market
      liabilities of the Borrower under Hedging Agreements.

                    
	
                       

                      Adjusted
      Total Liabilities

                    	
                       

                      Total
      Liabilities less (to the extent included in Total Liabilities in
      accordance with the Accounting Standards) the amount of any mark-to-market
      liabilities of the Borrower under Hedging Agreements.

                    
	
                       

                      Adjusted
      Total Assets

                    	
                       

                      Total
      Assets less (to the extent included in Total Assets in accordance with the
      Accounting Standards) the amount of any mark-to-market value of Hedging
      Agreements.

                    


            

             

            
              
                
                

              

              
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                        Term

                      	
                        Meaning

                      
	
                         

                        AMEX

                      	
                         

                        the
      NYSE Alternext U.S. exchange, formerly known as the American Stock
      Exchange.

                      
	
                         

                        AMEX
      Approval

                      	
                         

                        the
      approval of the AMEX in connection with the issuance and listing of Shares
      issuable on the exercise of a Warrant.

                      
	
                         

                        Anticipated
      Project Completion Date

                      	
                         

                        the
      date on which the Project Completion Date is forecast to occur as advised
      to the Agent in the most recent Project Status Certificate and, if
      requested by the Agent, confirmed by the Independent Technical
      Consultant.

                      
	
                         

                        Associate

                      	
                         

                        a
      Subsidiary or a Holding Company of a person or any other Subsidiary of
      that Holding Company.

                      
	
                         

                        Attorney

                      	
                         

                        an
      attorney appointed under a Transaction Document.

                      
	
                         

                        Authorisation

                      	
                         

                        1      any
      consent, registration, filing, agreement, notice of non-objection,
      notarisation, certificate, licence, approval, permit, authority or
      exemption; or

                        2      in
      relation to anything which a Government Agency may prohibit or restrict
      within a specific period, the expiry of that period without intervention
      or action or notice of intended intervention or action.

                      
	
                         

                        Availability
      Period

                      	
                         

                        the
      period commencing on the satisfaction of the conditions precedent in
      clause 2.1 and ending on the earlier
      of:

                        1      the
      date on which the Commitment is cancelled in full under this agreement;
      or

                        2      30
      June 2009.

                      
	
                         

                        Available
      Project Finance Amount

                      	
                         

                        at
      any time, the funds available to the Borrower for the development of the
      Project and the achievement of Project Completion, being the aggregate of
      the Undrawn Commitment at that time, and the amount of any other funding
      (whether debt or equity funding) available to the Borrower at that time
      for the payment of Project Costs from sources that are approved by the
      Agent.

                      
	
                         

                        Beneficiary

                      	
                         

                        has
      the meaning given to that term under the Security Agent
      Agreement.

                      


              

            

            
              	
                       

                      Break
      Costs

                    	
                       

                      for
      any repayment or prepayment the amount (if any) by which:

                      1      the
      interest on the amount repaid or prepaid which a Financier should have
      received under this agreement (had the repayment or prepayment not
      occurred),

                      exceeds:

                      2      the
      return which that Financier would be able to obtain by placing the amount
      repaid or prepaid to it on deposit with a Reference Bank,

                      in
      each case for the period from the date of repayment or prepayment until
      the last day of the then current Interest Period applicable to the repaid
      or prepaid amount.

                    


            

             

            
              
                
                

              

              
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                                          Term

                                        	
                                          Meaning

                                        
	
                                           

                                          Bridge
      Facility Agreement

                                        	
                                           

                                          the
      Bridge Facility Agreement dated 10 December 2008 between the Borrower, the
      Financiers, the Agent and the Security Agent.

                                        
	
                                           

                                          Business
      Day

                                        	
                                           

                                          1      for
      the purposes of clause 21.3, a day on
      which banks are open for business in the city where the notice or other
      communication is received excluding a Saturday, Sunday or public holiday;
      and

                                          2      for
      all other purposes, a day on which banks are open for business in Sydney,
      Australia, Denver, United States of America and Toronto, Canada, excluding
      a Saturday, Sunday or public holiday.

                                        
	
                                           

                                          C$

                                        	
                                           

                                          the
      lawful currency of Canada.

                                        
	
                                           

                                          C$
      Equivalent Amount

                                        	
                                           

                                          in
      respect of an amount on a day, means the amount of Canadian Dollars
      converted from another currency at the noon spot rate for the purchase of
      Canadian Dollars with that currency quoted by the Bank of Canada on that
      day.

                                        
	
                                           

                                          CADS

                                        	
                                           

                                          in
      respect of a period, the Revenue for that period less the aggregate of the
      following amounts actually paid by the Borrower during that period (or,
      where not actually paid at the date of any calculation, projected or
      estimated by the Agent to be paid during that period as contemplated in
      the Cashflow Model):

                                          1      Operating
      Costs in accordance with the latest Cashflow Model;

                                          2      capital
      expenditures in accordance with the latest Cashflow Model;
and

                                          3      any
      fees, Taxes or royalties paid to a Government Agency in respect of the
      Project (whether currently payable or levied or imposed after the date of
      this agreement).

                                        
	
                                           

                                          Calculation
      Date

                                        	
                                           

                                          each
      Quarterly Date while there is Principal Outstanding or exposure under a
      Financier Hedging Agreement with respect to Product.

                                        
	
                                           

                                          Canadian
      Securities Law

                                        	
                                           

                                          all
      applicable securities laws in Canada and the respective regulations and
      rules under those laws together with applicable published policy
      statements of the securities regulatory authorities in
    Canada.

                                        
	
                                           

                                          Cashflow
      Model

                                        	
                                           

                                          the
      cashflow model prepared by the Borrower and approved by the Agent (acting
      on the instructions of all Financiers) to be provided in accordance with
      clause 2.1(h) and then provided in an updated
      form under clause 11.

                                        
	
                                           

                                          Caterpillar
      Master Finance Lease

                                        	
                                           

                                          the
      Caterpillar Master Finance Lease dated 19 January 2009 between Caterpillar
      Financial Services Limited and the Borrower.

                                        
	
                                           

                                          Certificate

                                        	
                                           

                                          a
      share certificate or other document (which conforms with the Listing
      Rules) evidencing legal ownership of a share listed on the TSX and the
      AMEX.

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                
                

              

              
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                                            Term

                                          	
                                            Meaning

                                          
	
                                             

                                            Change
      in Law

                                          	
                                             

                                            any
      present or future law, regulation, treaty, order or official directive or
      request (which, if not having the force of law, would be complied with by
      a responsible financial institution) which:

                                            1      commences,
      is introduced, or changes, after the date of this agreement;
      and

                                            2      does
      not relate to a change in the effective rate at which Tax is imposed on
      the overall net income of a Finance Party.

                                          
	
                                             

                                            Civil
      and Earthworks Contract

                                          	
                                             

                                            the
      Civil and Earthworks Contract dated 6 February 2009 between the Borrower
      and 749496 Ontario Limited operating as CMS Mechanical Timmins
      Division.

                                          
	
                                             

                                            Collateral
      Security

                                          	
                                             

                                            any
      present or future Encumbrance, Surety Obligation or other document or
      agreement created or entered into by a Transaction Party or any other
      person as security for, or to credit enhance, the payment of any of the
      Secured Moneys, including any further security granted under clause 9.22(b).

                                          
	
                                             

                                            Commitment

                                          	
                                             

                                            in
      relation to a Financier, the amount set out opposite its name in the
      column entitled ‘Commitment’ in Schedule 2 as
      reduced under this Agreement.

                                          
	
                                             

                                            Contamination

                                          	
                                             

                                            in
      respect of a property, the presence of Pollutants:

                                            1      in,
      on or under the property; or

                                            2      in
      the ambient air and emanating from the property.

                                          
	
                                             

                                            Contested
      Tax

                                          	
                                             

                                            a
      Tax payable by a Transaction Party where the Transaction Party is
      contesting its liability to pay that Tax, and has reasonable grounds to do
      so, and in respect of which there has been set aside a reserve (segregated
      to the extent required by Accounting Standards) in an amount which is
      adequate.

                                          
	
                                             

                                            Control

                                          	
                                             

                                            of
      a Person, includes the possession directly or indirectly of the power,
      whether or not having statutory, legal or equitable force, and whether or
      not based on statutory, legal or equitable rights, directly or indirectly,
      to do any of the following:

                                            1      where
      the word Control is used in the context of a Review Event, to control 20%
      or more of the total votes which might be cast at a general meeting of
      that Person;

                                            2      where
      the word Control is used elsewhere in this agreement, to control 50% or
      more of the total votes which might be cast at a general meeting of that
      Person;

                                            3      to
      elect or appoint a majority of the board of directors or other governing
      body of that Person; or

                                            4      to
      direct or cause the direction of the management and policies of that
      company whether by means of trusts, agreements, arrangements,
      understandings, the ownership of any interest in shares or stock of that
      company or
otherwise.

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

             

            
              
                
                

              

              
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5

                
                  

                

              

              
                
                

              

            

            

             

            
              
                	
                        Term

                      	
                        Meaning

                      
	
                         

                        Convertible
      Debenture

                      	
                         

                        the
      obligation of the Borrower to repay an aggregate of US$8,580,000
      principal amount, together with interest and other monies owing
      as specified pursuant to the terms of the debenture certificates issued on
      February 23, 2007, pursuant to the terms and conditions of an agency
      agreement between the Borrower and Regent Securities Capital Corporation
      and pursuant to the terms and conditions of an agency agreement between
      the Borrower and Shoreline Pacific LLC, each debenture having a two year
      term maturing on February 23, 2009 and bearing interest at the rate
      of 1% per month for the first 12 months and increasing to 1.5% per
      month for the next 12 months until maturity or conversion, as amended and
      extended in respect of the debentures issued to RAB in the principal
      amount of US$4,290,000 as more fully set out in a term sheet dated 20
      January 2009 between Haywood Securities Inc., RAB and the
      Borrower.

                      
	
                         

                        Corporate
      Budget

                      	
                         

                        the
      consolidated corporate budget for non-Project expenditures of the Borrower
      and Group through the end of 2009 to be provided in accordance with clause
      2.1(f).

                      
	
                         

                        Current
      Assets

                      	
                         

                        the
      consolidated current assets of the Group, determined in accordance with
      the Accounting Standards.

                      
	
                         

                        Current
      Liabilities

                      	
                         

                        the
      consolidated current liabilities of the Group, determined in accordance
      with the Accounting Standards.

                      
	
                         

                        Current
      Ratio

                      	
                         

                        the
      ratio of Adjusted Current Assets to Adjusted Current
      Liabilities.

                      
	
                         

                        Debt
      Service Cover Ratio or DSCR

                      	
                         

                        on
      any Calculation Date, means each of the following:

                        1      the
      figure calculated by the Agent in accordance with the
formula:

                        DSCR
      (historical) = CADS(historical) / DS

                        where:

                        DSCR (historical) is the Debt
      Service Cover Ratio based on historical information on that Calculation
      Date;

                        CADS (historical) is the
      CADS for the 3 month period immediately preceding that Calculation Date;
      and

                        DS is the aggregate of
      the Repayment Amount required to be paid on that Calculation Date and the
      forecast or actual Interest Expense payable in relation to the 3 month
      period immediately preceding that Calculation Date; and

                        2      the
      figure calculated by the Agent in accordance with the
formula:

                        DSCR
      (forward) = CADS (forward) / DS

                        where:

                        DSCR (forward) is the Debt
      Service Cover Ratio based on projected information on that Calculation
      Date;

                        CADS (forward) is the
      estimated CADS for the 3 month period immediately following that
      Calculation Date; and

                        DS is the aggregate of
      the Repayment Amount required to be paid on the next Calculation Date and
      the forecast Interest Expense payable in relation to the 3 month period
      immediately following that Calculation
Date.

                      


              

            

             

            
              
                
                

              

              
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                        Term

                      	
                        Meaning

                      
	
                         

                        Debt
      Service Reserve Account

                      	
                         

                        the
      account established in accordance with clause 12.1(b).

                      
	
                         

                        Debt
      Service Reserve Amount

                      	
                         

                        at
      all times the greater of:

                        1      US$5,000,000;
      or

                        2      in
      respect of a date, the aggregate of the Repayment Amount, payable on the
      next Repayment Date and all interest projected to be payable on or before
      the next Repayment Date.

                      
	
                         

                        Default

                      	
                         

                        1      an
      Event of Default; or

                        2      a
      Potential Event of Default.

                      
	
                         

                        Direct
      Agreements

                      	
                         

                        1    
       Direct Agreement - Model Services Agreement made or to be
      made between
      the Agent, the Borrower and GBM Minerals Engineering Consultants
      Limited;

                        2      Direct
      Agreement – Genivar Agreement (8 October 2008) made or to be made between
      the Agent, the Borrower and Genivar;

                        3      Direct
      Agreement – Genivar Agreement (4 November 2008) made or to be made between
      the Agent, the Borrower and Genivar;

                        4      Direct
      Agreement – Genivar Agreement (18 November 2008) made or to be made
      between the Agent, the Borrower and Genivar;

                        5      Direct
      Agreement – Genivar Agreement (26 November 2008) made or to be made
      between the Agent, the Borrower and Genivar

                        6      Direct
      Agreement - Mazuma Master Lease Agreement made or to be made between the
      Agent, the Borrower and Mazuma Capital Corp;

                        7      Direct
      Agreement - Open Pit Stripping Contract Agreement made or to be made
      between the Agent, the Borrower and Leo Alarie and Sons Construction
      Ltd;

                        8      Direct
      Agreement – Holding Ponds Contract Agreement made or to be made between
      the Agent, the Borrower and Leo Alarie and Sons Construction
      Ltd

                        9      Direct
      Agreement - Caterpillar Master Finance Lease made or to be made between
      the Agent, the Borrower and Caterpillar Financial Services
      Corporation;

                        10    Direct
      Agreement – Civil and Earthworks Contract made or to be made between the
      Agent, the Borrower and 749496 Ontario Limited operating as CMS Mechanical
      Timmins Division; and

                        11    any
      other direct agreement entered into by the Borrower in accordance with
      clause 9.14(c).

                      


              

            

             

            
              
                
                

              

              
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                        Term

                      	
                        Meaning

                      
	
                         

                        Dispose

                      	
                         

                        in
      relation to any asset, property or right, means to sell, transfer, assign,
      surrender, convey, lease, licence, lend, farm-out or otherwise dispose of
      any interest in the asset, property or right.

                      
	
                         

                        Distribution

                      	
                         

                        any
      dividend, distribution or other amount declared or paid by a Transaction
      Party on any Marketable Securities issued by it.

                      
	
                         

                        Documents

                      	
                         

                        the
      Transaction Documents and the Project Documents.

                      
	
                         

                        Encumbrance

                      	
                         

                        1     any
      mortgage, agreement to secure debt, agreement of trust, lien, pledge,
      charge, capital lease, conditional sale or other title retention
      agreement, or other security interest, security title or encumbrance of
      any kind in respect of any property of that Person or upon the income and
      profits therefrom, whether that interest is based on the common law,
      statute or contract; and

                        2     any
      arrangement, express or implied, under which any property of that Person
      is transferred, sequestered or otherwise identified for the purpose of
      subjecting the same to the payment of Financial Indebtedness or
      performance of any other obligation in priority to the payment of the
      general, unsecured creditors of that Person.

                      
	
                         

                        End
      Date

                      	
                         

                        from
      time to time means the date determined by the Agent (acting on the
      instructions of all Financiers), having regard to the latest Cashflow
      Model and any other information provided to it under clause 9.6, to be the Calculation Date immediately
      preceding the beginning of the first 3 month period (after the end of the
      Availability Period) in respect of which CADS is negative or
      zero.

                      
	
                         

                        Environmental
      Approvals

                      	
                         

                        all
      consents, approvals, licences or other Authorisations of any kind required
      by Environmental Law.

                      
	
                         

                        Environmental
      Law

                      	
                         

                        any
      law of Canada or the Province of Ontario that relates to the protection of
      the environment or health and safety or manages Pollutants, including laws
      concerning land use or the rehabilitation of any land, development,
      Contamination, conservation of natural or cultural resources and resource
      allocation (including any law of Canada or the Province of Ontario
      relating to the exploration for, and development or exploitation of, any
      natural resource).

                      
	
                         

                        Event
      of Default

                      	
                         

                        any
      event specified in clause 13.1.

                      
	
                         

                        Excess
      Cashflow

                      	
                         

                        on
      30 June 2009 and each subsequent Quarterly Date, the Revenue for the
      preceding Quarter minus the aggregate of the amounts to be applied on the
      relevant date under clauses 12.3(b)(1) to 12.3(b)(8).

                      
	
                         

                        Excluded
      Tax

                      	
                         

                        a
      Tax imposed by any jurisdiction on the net income of a Finance Party but
      not a Tax:

                        1      calculated
      on, on account of, or by reference to the gross amount of any payment
      (without allowance for any deduction) derived by a Finance Party under a
      Transaction Document or any other document referred to in a Transaction
      Document; or

                        2      imposed
      as a result of a Finance Party being considered a resident of or organised
      or doing business in that jurisdiction solely as a result of it being a
      party to a Transaction Document or any transaction contemplated by a
      Transaction Document.

                      


              

            

             

            
              
                
                

              

              
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                        Term

                      	
                        Meaning

                      
	
                         

                        Expiry
      Date

                      	
                         

                        the
      date 48 months after the Warrants are to be issued to a Financier or a
      Financier’s nominee in accordance with clauses 2.1(p) and 7.1.

                      
	
                         

                        Exposure

                      	
                         

                        has
      the meaning given to that term under the Security Agent
      Agreement.

                      
	
                         

                        Facility

                      	
                         

                        the
      facility made available by the Financiers to the Borrower under clause 3.1 of this agreement.

                      
	
                         

                        Final
      Repayment Date

                      	
                         

                        the
      last occurring Repayment Date set out in the left column of the Repayment
      Schedule, being 31 March 2013, or any other date determined to be the
      Final Repayment Date in accordance with this agreement.

                      
	
                         

                        Finance
      Party

                      	
                         

                        each
      of:

                        1      the
      Agent;

                        2      the
      Security Agent;

                        3      the
      Financiers; and

                        4      each
      other Beneficiary,

                        and
      Finance Parties
      means all of them.

                      
	
                         

                        Financial
      Indebtedness

                      	
                         

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

                        1      bill,
      bond, debenture, note or similar instrument;

                        2      acceptance,
      endorsement or discounting arrangement;

                        3      Surety
      Obligation;

                        4      finance
      or capital Lease;

                        5      agreement
      for the deferral of a purchase price or other payment in relation to the
      acquisition of any asset or service;

                        6      obligation
      to deliver goods or provide services paid for in advance by any of the
      Financiers;

                        7      agreement
      for the payment of capital or premium on the redemption of any preference
      shares; or

                        8      Hedging
      Agreements,

                        and
      irrespective of whether the debt or liability

                        9      is
      present or future;

                        10    is
      actual, prospective, contingent or otherwise;

                        11    is
      at any time ascertained or unascertained;

                        12    is
      owed or incurred alone or severally or jointly or both with any other
      person; or

                        13    comprises
      any combination of the above.

                      


              

            

             

            
              
                
                

              

              
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                        Term

                      	
                        Meaning

                      
	
                         

                        Financial
      Report

                      	
                         

                        in
      relation to an entity, the following financial statements and information
      in relation to the entity (or the equivalent financial statements or
      information in the jurisdiction of the entity), prepared for its financial
      quarter, financial half-year or financial year:

                        1      a
      statement of financial performance;

                        2      a
      statement of financial position; and

                        3      a
      statement of cashflows.

                      
	
                         

                        Financier
      Hedging Agreement

                      	
                         

                        1      the
      Macquarie ISDA;

                        2      the
      RMB ISDA;

                        3      the
      Novation Agreement; and

                        4      each
      other Hedging Agreement to which the Financiers are a
    party.

                      
	
                         

                        First
      Supplemental Agreement to the Security Agent Agreement

                      	
                         

                        the
      First Supplemental Agreement to the Security Agent Agreement dated 6
      February 2009 between the Borrower and the Finance
  Parties.

                      
	
                         

                        Force
      Majeure Event

                      	
                         

                        1      an
      act of God;

                        2      war,
      revolution, an act of terrorism, or any other unlawful act against public
      order or authority;

                        3      a
      restraint by a Government Agency; and

                        4      any
      other event which a reasonable person could not foresee or reasonably make
      provision for or insure against,

                        which
      wholly or partially prevents, hinders, obstructs, delays or interferes
      with the development or operation of the Project or the sale of
      Product.

                      
	
                         

                        Funding
      Date

                      	
                         

                        the
      date on which a Funding Portion is provided, or is to be provided, to the
      Borrower under this agreement.

                      
	
                         

                        Funding
      Notice

                      	
                         

                        a
      notice given under clause 4.1.

                      


              

            

             

            
              
                
                

              

              
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                        Term

                      	
                        Meaning

                      
	
                         

                        Funding
      Portion

                      	
                         

                        each
      portion of the Total Commitment provided under this
    agreement.

                      
	
                         

                        Funding
      Rate

                      	
                         

                        in
      respect of an Interest Period, the aggregate of:

                        1      LIBOR
      for that Interest Period; and

                        2      the
      Margin.

                      
	
                         

                        Genivar
      Agreements

                      	
                         

                        each
      of the following agreements between Genivar and the Borrower:

                        1      engineering
      agreement for the conveyor feeding the primary ball mill at the Project
      dated 26 November 2008;

                        2      agreement
      to develop the design and contract administration of some of the
      components in the startup of a new mine dated 8 October 2008;

                        3      agreement
      to carry out the detailed engineering and design documents for the civil
      foundation and structural work at the Project dated 4 November 2008;
      and

                        4      additional
      scope of work for the infrastructure moves and underground preparation
      work at the Project dated 18 November 2008.

                      
	
                         

                        Good
      Industry Practice

                      	
                         

                        the
      degree of care and skill, diligence, prudence (financial and operational),
      foresight and operating practice which would reasonably and ordinarily be
      expected from a skilled operator engaged in the same type of undertaking
      as the Project under the same or similar circumstances.

                      
	
                         

                        Government
      Agency

                      	
                         

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

                      
	
                         

                        Group

                      	
                         

                        each
      of the companies in the Group Structure Diagram and any company which
      becomes a Subsidiary of the Borrower after the date of this agreement, and
      Group Member means
      any one of them.

                      
	
                         

                        Group
      Structure Diagram

                      	
                         

                        the
      group structure diagram in Schedule 12, as
      amended or updated by the delivery of a new diagram to the Agent under
      clause 9.6(i).

                      
	
                         

                        Guarantee
      Assumption Agreement

                      	
                         

                        an
      agreement in the form of attachment 1.

                      
	
                         

                        Guarantor

                      	
                         

                        any
      person who has executed a Guarantee Assumption
  Agreement.

                      
	
                         

                        Hedging
      Agreement

                      	
                         

                        each
      interest rate transaction, foreign exchange transaction, equity or equity
      index option, bond option, commodity swap, commodity option, commodity
      forward sale, cap transaction, currency swap transaction, cross-currency
      swap rate transaction or any other hedge or derivative agreement entered
      into by a Transaction Party, including any master agreement and any
      transaction or confirmation under it, and including the Financier Hedging
      Agreements.

                      


              

            

             

            
              
                
                

              

              
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                        Term

                      	
                        Meaning

                      
	
                         

                        Holding
      Company

                      	
                         

                        of
      any person, means the company in respect of which that person is a
      Subsidiary.

                      
	
                         

                        Holding
      Pond Contract Agreement

                      	
                         

                        the
      Holding Pond Contract Agreement dated 22 October 2008 between Leo Alarie
      and Sons Construction Limited and the Borrower.

                      
	
                         

                        Independent
      Technical Consultant

                      	
                         

                        Mining
      and Quarry Engineering Services or any substitute appointed by the Agent
      after consultation with the Borrower.

                      
	
                         

                        Intangible
      Assets

                      	
                         

                        1.     goodwill,
      patents, tradenames, trademarks, copyright, other intellectual property
      rights and any other items which according to Accounting Standards, are
      regarded as intangible assets; and

                        2.     future
      tax benefits.

                      
	
                         

                        Initial
      Transaction Costs

                      	
                         

                        1      all
      Taxes and registration fees payable on or with respect to the Transaction
      Documents;

                        2      the
      arrangement fee described in clause 16.1;

                        3      the
      reasonable legal fees in relation to the preparation, negotiation and
      completion of the Transaction Documents and all related matters;
      and

                        4      all
      other fees, costs and expenses (including travel costs and other
      disbursements) of the Finance Parties.

                      
	
                         

                        Inter-Company
      Claims

                      	
                         

                        all
      debts and liabilities of each Group Member to any other Group Member on
      any account and in any capacity, irrespective of whether the debts and
      liabilities:

                        1      are
      present or future;

                        2      are
      actual, prospective, contingent or otherwise;

                        3      are
      at any time ascertained or unascertained;

                        4      are
      owed or incurred by or on account of a Group Member alone severally or
      jointly with another person;

                        5      are
      owed to or incurred for the account of a Group Member alone, or severally
      or jointly with another person;

                        6      are
      owed to another person as agent (whether disclosed or not) for or on
      behalf of a Group Member;

                        7      are
      owed or incurred as principal, interest, fees, charges, taxes, duties or
      other imposts, damages (whether for breach of contract or tort or incurred
      on another ground), losses, costs or expenses, or on any other
      account;

                        8      are
      owed to or incurred for the account of a Group Member before or after the
      date of this agreement; or

                        9      comprise
      a combination of the above.

                      


              

            

             

            
              
                
                

              

              
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12

                
                  

                

              

              
                
                

              

              

            

             

            
              
                	
                        Term

                      	
                        Meaning

                      
	
                         

                        Interest
      Expense

                      	
                         

                        1      all
      interest and amounts in the nature of interest or of similar effect to
      interest paid or payable in respect of the Facility and Transaction
      Documents; and

                        2      all
      commitment, line, account and similar fees and other amounts of a regular
      and recurring nature payable in relation to the Facility and the
      Transaction Documents but excluding establishment, participation,
      arrangement and other fees payable once only and payments due under a
      Hedging Agreement.

                      
	
                         

                        Interest
      Payment Date

                      	
                         

                        the
      last day of each Interest Period.

                      
	
                         

                        Interest
      Period

                      	
                         

                        a
      period selected or determined under clause 4.5.

                      
	
                         

                        Key
      Personnel

                      	
                         

                        3    
       R. David Russell (President and Chief Executive Officer of
      the Borrower); and

                        4     
      Melvyn Williams (Chief Financial Officer; Senior Vice President -
      Finance and Corporate Development of the Borrower).

                      
	
                         

                        Lease

                      	
                         

                        a
      lease, sale lease-back, synthetic lease or any other agreement under which
      any property is or may be used or operated by a person other than the
      owner.

                      
	
                         

                        Lending
      Office

                      	
                         

                        in
      respect of a Financier, the office of that Financier set out opposite its
      name in Schedule 1 or any other office
      notified by that Financier under this agreement.

                      
	
                         

                        LIBOR01
      Page

                      	
                         

                        the
      page entitled ‘LIBOR01’ on the Reuters Monitor Money Rates Service or any
      other page which may replace the LIBOR01 page for the purpose of
      displaying offered rates for United States Dollar
  deposits.

                      
	
                         

                        LIBOR

                      	
                         

                        in
      relation to an Interest Period for a Funding Portion, the rate per cent
      per annum determined by the Agent to be:

                        5      the
      average of the rates quoted on the LIBOR01 Page as being the rate per
      annum at which United States Dollar deposits are offered for a period
      equivalent to the Interest Period at about 11.00 am (London time) on the
      Value Date, eliminating the highest and lowest rates and rounding up the
      resultant figure to 4 decimal places;

                        6      where
      2 or fewer rates are quoted for the relevant period on the LIBOR01 Page at
      the relevant time, the average of the rates notified to the Agent by each
      Reference Bank to be the rate per annum at which United States Dollar
      deposits are offered to that Reference Bank for a period equivalent to the
      Interest Period at about 11.00 am (London time) on the Value Date,
      rounding up the resultant figure to 4 decimal places; or

                        7      if
      LIBOR cannot be determined in accordance with paragraphs 1 or 2 of this
      definition, the rate most nearly approximating the rate that would
      otherwise have been calculated by the Agent in accordance with paragraphs
      1 or 2 having regard to comparable indices then available in the financial
      markets.

                      


              

            

             

            
              
                
                

              

              
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                        Term

                      	
                        Meaning

                      
	
                         

                        LIBOR
      Business Day

                      	
                         

                        a
      day on which banks are open for business in Toronto, London and New York
      excluding a Saturday, Sunday or public holiday.

                      
	
                         

                        Loan Life Cover Ratio
      and LLCR

                      	
                         

                        on
      any date, the figure calculated by the Agent in accordance with the
      formula:

                        

                        where:

                        LLCR is the Loan Life
      Cover Ratio on that date;

                        CADS (loan life) is the
      aggregate of CADS contemplated in the Cashflow Model for the period from
      that date up to the Final Repayment Date, discounted to present value at
      the rate which is the Funding Rate then applying to Funding Portions, on a
      continuous basis with quarterly resets; and

                        PO is the forecast
      Principal Outstanding on that date, taking into account any repayments or
      prepayments made on that date.

                      
	
                         

                        Listing
      Rules

                      	
                         

                        the
      listing rules of the TSX and the AMEX together with any agreement between
      the Borrower and the TSX and any agreement between the Borrower and the
      AMEX in connection with the listing of the Shares or the
      Warrants.

                      
	
                         

                        Loss

                      	
                         

                        any
      claim, action, damage, loss, liability, cost, charge, expense, outgoing or
      payment.

                      
	
                         

                        Macquarie
      ISDA

                      	
                         

                        the
      ISDA Master Agreement dated on or about the date of this agreement between
      the Borrower and Macquarie Bank Limited, including any transaction or
      confirmation under it and any other agreement entered into in connection
      with it.

                      
	
                         

                        Majority
      Financiers

                      	
                         

                        1      from
      the period beginning the date of this Agreement and ending on the date on
      which there is no Principal Outstanding and no Financier has a Commitment,
      Financiers whose Commitment aggregates more than 75% of the Total
      Commitment or, if the Commitment is cancelled, Financiers to whom more
      than 75% of the Principal Outstanding is owing; and

                        2      from
      the date on which there is no Principal Outstanding and no Financier has a
      Commitment, Financiers’ whose Exposures aggregate more than 75% of the
      aggregate Exposures of all Financiers, or if each Financier has an
      Exposure which is nil or which is taken to be nil, then the Financiers who
      are at least 75% of all of the Financiers by number. For the purposes of
      this paragraph 2, if the Financiers’ Exposure is a positive amount, its
      Exposure is taken to be nil.

                      
	
                         

                        Margin

                      	
                         

                        7.00%
      per annum.

                      


              

            

             

            
              
                
                

              

              
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                        Term

                      	
                        Meaning

                      
	
                         

                        Marketable
      Securities

                      	
                         

                        1      debentures,
      stocks, shares or bonds of any government, of any local Government Agency,
      or of any body corporate, association or society, and includes any right
      or option in respect of shares in any body corporate;

                        2      any
      unit (whatever called) in a trust estate which represents a legal or
      beneficial interest in any of the income or assets of a trust estate and
      includes, but is not limited to, any option to acquire any unit as
      described in this paragraph 2;

                        3      any
      option or right in respect of an unissued share;

                        4      any
      convertible note; and

                        5      any
      instrument or security which is a combination of any of the
      above.

                      
	
                         

                        Market
      Disruption Event

                      	
                         

                        any
      event specified in clause 10.

                      
	
                         

                        Material
      Adverse Effect

                      	
                         

                        in
      the opinion of the Majority Financiers, a material adverse effect
      on:

                        1      any
      Transaction Party’s ability to perform any of its obligations under any
      Transaction Document;

                        2      the
      rights of the Finance Parties under, or the enforceability of, a
      Transaction Document;

                        3      the
      assets, business or operations of the Borrower (including the Project and
      the Project Assets); or

                        4      the
      assets, business or operations of the Transaction Parties on a
      consolidated basis.

                      
	
                         

                        Material
      Agreement

                      	
                         

                        an
      agreement to which a Transaction Party is a party, that is, in the
      reasonable opinion of the Financiers, material to the development,
      construction, ramp-up or operation of the Project.

                      
	
                         

                        Mazuma
      Master Lease Agreement

                      	
                         

                        the
      Mazuma Master Lease Agreement dated 6 October 2008 between Mazuma Capital
      Corp and the Borrower.

                      
	
                         

                        Minimum
      Net Worth

                      	
                         

                        on
      a date, the aggregate of the following amounts:

                        1      $US73,100,000;
      and

                        2      50%
      of the Net Income for each Quarter from and including the Quarter ending
      31 December 2008 up to the Quarter ending on that date (or, where that
      date is not a Quarterly Date, the Quarter ending on the Quarterly Date
      immediately preceding that date).

                      
	
                         

                        Mining
      Rights

                      	
                         

                        1      all
      entitlements of the Borrower or any other Transaction Party under the
      provisions of the Mining Law to conduct exploration or mining activities
      in any part of the Project Area;

                        2      any
      present or future interest from time to time held by or on behalf of the
      Borrower or any Transaction Party in any present or future right
      (including, without limitation, water rights), mining lease, mining
      concession, profit-a-prendre, joint venture, mining licence, mining claim
      (including the Unpatented Mining Claims), permit, rights-of-way, rights of
      access, inurements or other authority which confers or may confer a right
      to prospect or explore for or mine any minerals or ores in any part of the
      Project Area;

                        3      any
      present or future renewal, extension, modification, substitution,
      amalgamation or variation of any of the mining rights described above
      (whether extending over the same or a greater or lesser
area);

                        4      any
      present or future application for or an interest in any of the above which
      confers or which, when operated, will confer the same or similar rights in
      relation to the Project; and

                        5      any
      other present or future interest held by or on behalf of the Borrower or
      any Transaction Party in minerals, ores and mines, whether on or under
      land, necessary for the Borrower to construct, develop or operate the
      Project.

                      


              

            

             

            
              
                
                

              

              
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15

                
                  

                

              

              
                
                

              

              

            

             

            
              
                	
                        Term

                      	
                        Meaning

                      
	
                         

                        Mining
      Law

                      	
                         

                        any
      law, including the relevant laws of Ontario or otherwise, whether or not
      deriving from statute, concerning the acquisition by any allowed means of
      interests in public lands or private lands for the purpose of conducting
      mining exploration, mine development, mining operations, reclamation and
      related operations on that land, together with the rights necessary to
      conduct those activities, including but not limited to laws relating to
      public land use, development, conservation of natural or cultural
      resources and resource allocation and includes any laws concerning
      permits, licences and authorisations required to be received before
      conducting any of those activities and includes any and all rules,
      regulations or ordinances promulgated under or in respect of those
      laws.

                      
	
                         

                        Model
      Services Agreement

                      	
                         

                        the
      model services agreement dated 28 November 2008 between the Borrower and
      GBM Minerals Engineering Consultants Limited.

                      
	
                         

                        Montana
      Tunnels Facility Agreement

                      	
                         

                        the
      facility agreement dated 12 October 2007 between Montana Tunnels Mining,
      Inc., AGI, the Borrower, RMB Australia Holdings Limited and RMB Resources
      Inc., as amended, restated or modified from time to
  time.

                      
	
                         

                        Mortgage

                      	
                         

                        1      the
      charge/mortgage over real property given by the Borrower in favour of the
      Agent and registered on 11 December 2008 as Instrument No. CB49485;
      and

                        2      the
      charge/mortgage over real property given by the Borrower in favour of the
      Agent and registered on 10 February 2009 as
      Instrument No. CB50820.

                      
	
                         

                        Net
      Income

                      	
                         

                        the
      consolidated net income of the Group determined in accordance with the
      Accounting Standards.

                      
	
                         

                        Net
      Worth

                      	
                         

                        on
      any date, the amount of the Adjusted Total Assets less the Adjusted Total
      Liabilities.

                      
	
                         

                        Novation
      Agreement

                      	
                         

                        the
      Novation Agreement made or to be made between the Financiers and the
      Borrower.

                      
	
                         

                        Officer

                      	
                         

                        1      in
      relation to a Transaction Party, a director, secretary, chief executive
      officer, chief financial officer, president or vice president or a person
      notified to be an authorised officer, of the Transaction Party;
      or

                        2      in
      relation to a Finance Party, a director, secretary or any person whose
      title includes the word ‘Director’, ‘Managing Director’, ‘Manager’,
      ‘President’ or ‘Vice President’, and any other person appointed by that
      Finance Party to act as its authorised officer for the purposes of this
      agreement.

                      


              

            

             

            
              
                
                

              

              
                page
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                        Term

                      	
                        Meaning

                      
	
                         

                        Open
      Pit Stripping Contract Agreement

                      	
                         

                        the
      Open Pit Stripping Contract Agreement dated 22 October 2008 between Leo
      Alarie and Sons Construction Ltd and the Borrower.

                      
	
                         

                        Operating
      Costs

                      	
                         

                        all
      expenses (including (i) capital and (ii) recurrent expenditure of a
      routine nature) incurred and paid or projected in the Cashflow Model which
      are attributable to the Borrower to be incurred or paid by the Borrower in
      the ordinary course of business in connection with the day-to-day
      activities of the Project, including:

                        1      administrative
      costs and charges in respect of the operation of the Project by the
      Borrower;

                        2      premiums
      paid with respect to insurance; and

                        3      payments
      with respect to Environmental Bonding,

                        but
      excluding any payments to third parties in respect of liabilities to them
      covered by third party insurance.

                      
	
                         

                        Overdue
      Rate

                      	
                         

                        the
      aggregate of:

                        1      the
      Margin applying to Funding Portions; and

                        2      LIBOR
      on the relevant date on which the Overdue Rate is calculated under
      clause 17, as determined by the Agent in
      accordance with the definition of LIBOR in this clause 1.1 except that in making the determination all
      references in that definition to:

                        ·   
        “Interest Period” are references to a period of 30
      days;

                        ·   
        “Value Date” are to the relevant date on which the Overdue
      Rate is calculated under clause 17;
      and

                        ·   
        “Funding Portion” are to the relevant overdue
      amount,

                        or,
      if clause 10 applies, the rate determined
      under clause 10.1(a)(2).

                      
	
                         

                        Payment
      Currency

                      	
                         

                        the
      currency in which any payment is actually made.

                      
	
                         

                        Permitted
      Encumbrance

                      	
                         

                        each
      Encumbrance listed in Schedule
      10.

                      
	
                         

                        Permitted
      Financial Accommodation

                      	
                         

                        any
      financial accommodation or any Surety Obligation provided by a Transaction
      Party in respect of financial accommodation:

                        1      under
      the Transaction Documents;

                        2      in
      the ordinary course of business up to a maximum aggregate amount for all
      Transaction Parties of US$250,000;

                        3      which
      can be characterised as an Inter-Company Claim;

                        4      in
      connection with the Montana Tunnels Facility Agreement; or

                        5      with
      the Agent’s prior written consent (acting on the instructions of the
      Majority Financiers).

                      


              

            

             

            
              
                
                

              

              
                page
17

                
                  

                

              

              
                
                

              

              

            

             

            
              
                	
                        Term

                      	
                        Meaning

                      
	
                         

                        Permitted
      Financial Indebtedness

                      	
                         

                        1      any
      liability of a Transaction Party under any agreement entered into in the
      ordinary course of business for the acquisition of any asset or service
      where payment for the asset or service is deferred for a period of not
      more than 90 days up to an aggregate amount of all liabilities of
      US$5,000,000;

                        2      any
      Financial Indebtedness incurred or permitted to be incurred under any
      Transaction Document;

                        3      any
      Inter-Company Claims;

                        4      Financial
      Indebtedness incurred in connection with the Montana Tunnels Facility
      Agreement in its form as at the date of this Agreement;

                        5      Financial
      Indebtedness incurred in connection with each Convertible
      Debenture;

                        6      subject
      to clause 9.14(b), Financial Indebtedness
      incurred in connection with capital equipment leases to be entered into by
      APG in respect of the Project, up to an aggregate amount of all capital
      equipment leases of US$15,000,000;

                        7      Financial
      Indebtedness incurred in connection with operating leases to be entered
      into by APG in respect of the Project, up to an aggregate amount of all
      operating leases of US$1,000,000;

                        8      Financial
      Indebtedness incurred in connection with the margin loan, with a balance
      of US$900,000, which is secured by auction rate securities, as described
      in the Borrower’s quarterly report on form 10-Q filed with the U.S.
      Securities and Exchange Commission for the calendar quarter ending 30
      September 2008;

                        9      Financial
      Indebtedness incurred in connection with the provision by The
      Toronto-Dominion Bank or its Affiliates of financial assurance for
      reclamation, closure and related activities for the Project, which is, or
      will be, secured by certain term deposits and credit balances deposited by
      the Borrower up toC$14,321,130 and any additional financial assurance
      provided by The Toronto-Dominion Bank or its Affiliates for the same
      purposes in accordance with the Cashflow Model; or

                        10    any
      other Financial Indebtedness approved by the Agent (acting on the
      instructions of the Majority Financiers).

                      
	
                         

                        Person

                      	
                         

                        an
      individual, corporation, limited liability company, partnership,
      association, trust or unincorporated organization, or a government or any
      agency, division, department, or political subdivision a
      government.

                      
	
                         

                        Pollutant

                      	
                         

                        a
      pollutant, contaminant, dangerous, toxic or hazardous substance, petroleum
      or petroleum product, chemical, solid, special liquid, industrial or other
      waste.

                      
	
                         

                        Potential
      Event of Default

                      	
                         

                        any
      thing which would become an Event of Default on the giving of notice
      (whether or not notice is actually given), the expiry of time, the
      satisfaction or non-satisfaction of any condition, or any combination of
      the above.

                      


              

            

             

            
              
                
                

              

              
                page
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                        Term

                      	
                        Meaning

                      
	
                         

                        Power

                      	
                         

                        any
      right, power, authority, discretion or remedy conferred on a Finance
      Party, a Receiver or an Attorney by any Transaction Document or any
      applicable law.

                      
	
                         

                        Price
      Protection Program

                      	
                         

                        a
      hedging program with respect to the gold produced by the Project and
      foreign exchange risk to be agreed between the Borrower and the Financiers
      and implemented by the Borrower and the Financiers as a condition
      precedent to the provision of the Facility.

                      
	
                         

                        Principal
      Outstanding

                      	
                         

                        at
      any time, the aggregate principal amount of all outstanding Funding
      Portions at that time.

                      
	
                         

                        Proceeds
      Account

                      	
                         

                        the
      account in the name of the Borrower numbered 103690226313 held at U.S.
      Bank National Association.

                      
	
                         

                        Product

                      	
                         

                        the
      present and future right, title and interest of a Transaction Party in and
      to all gold (including without limitation, gold bearing material, dore
      bullion and refined gold), and other metals and minerals mined, extracted,
      and derived from the Project Area and the Project.

                      
	
                         

                        Project

                      	
                         

                        the
      project known as the Black Fox Project located in northern Ontario,
      Canada, which includes the Project Area.

                      
	
                         

                        Project
      Accounts

                      	
                         

                        1      the
      Proceeds Account; and

                        2      the
      Debt Service Reserve Account.

                      
	
                         

                        Project
      Area

                      	
                         

                        1      the
      real property described in Schedule 11;
      and

                        2      the
      Unpatented Mining Claims and all real property to which they
      relate.

                      
	
                         

                        Project
      Assets

                      	
                         

                        all
      the right, title and interest both present and future of any Transaction
      Party which is attributable to the Project and includes all the rights,
      title and interest both present and future of a Transaction Party in, to,
      under or derived from:

                        1      the
      Mining Rights;

                        2      the
      Product;

                        3      the
      Project Area, including any title to or interest in land in the Project
      Area now or at a later time held by a Transaction Party;

                        4      Authorisations
      in relation to the Project;

                        5      the
      Project Documents and any other contract, agreement, permit, lease,
      licence, consent, easement, right of way and other rights or interests in
      land, which relate to the construction, operation or maintenance of the
      Project, or to the mining production, transportation, storage, treatment,
      processing or marketing of the Product;

                        6      all
      exploration and mining information, documents, maps, reports, records,
      studies and other written data, including all data stored on magnetic
      tapes, disks or diskettes or any other computer storage media, relating to
      geological, geochemical and geophysical work, feasibility studies and
      other operations conducted with respect to the Project Area;

                        7      all
      buildings, improvements, structures, systems, fixtures, plant, machinery,
      equipment, tools and other personal property at any time used or intended
      for use in connection with or incidental to the exploration, mining,
      storage, transporting and processing of Product, and all associated
      facilities and infrastructure (including any treatment or processing
      plant); and

                        8      every
      contract for the use by any third party of any of the assets described in
      paragraphs 1 to 7 inclusive.

                      


              

            

             

            
              
                
                

              

              
                page
19

                
                  

                

              

              
                
                

              

              

            

             

            
              
                	
                        Term

                      	
                        Meaning

                      
	
                         

                        Project
      Completion

                      	
                         

                        the
      achievement of the following to the satisfaction of the Agent (acting on
      the instructions of all Financiers):

                        1      the
      Project Completion Test has been satisfied;

                        2      the
      balance of the Debt Service Reserve Account is greater than or equal to
      the Debt Service Reserve Amount applicable for the next occurring
      Repayment Date;

                        3      the
      most recent Cashflow Model as provided under clause 2.1(h) or as last determined under clause 11 shows that the values of the Ratios are
      projected to be equal to, or higher than, the values for the Ratios set
      out in clause 9.24 for the period up to the
      Final Repayment Date; and

                        4      the
      Net Worth is equal to, or higher than, the value set out in clause 9.24(c).

                      
	
                         

                        Project
      Completion Date

                      	
                         

                        the
      date on which an Officer of the Agent (acting on the instructions of all
      Financiers) confirms in writing to the Borrower that Project Completion
      has occurred.

                      
	
                         

                        Project
      Completion Test

                      	
                         

                        means
      the technical and financial completion test described in Schedule 4.

                      
	
                         

                        Project
      Costs

                      	
                         

                        the
      capital costs of planning, design, construction, development and
      commissioning in respect of the Project.

                      
	
                         

                        Project
      Documents

                      	
                         

                        1      Model
      Services Agreement;

                        2      each
      Genivar Agreement;

                        3      Open
      Pit Stripping Contract Agreement;

                        4      Holding
      Pond Contract Agreement;

                        5      Mazuma
      Master Lease Agreement;

                        6      Caterpillar
      Master Finance Lease;

                        7      Transportation
      Agreement;

                        8      any
      Refining Agreement;

                        9      the
      Civil and Earthworks Contract;

                        10    all
      instruments and indicia of title to the Mining Rights and all other
      documentation and agreements under which the Borrower derives the right to
      conduct mining or exploration for Product;

                        11    each
      other Material Agreement;

                        12    any
      other document executed from time to time by any person in respect of the
      documents described in paragraphs 1 to 11 inclusive or which is
      collateral, supplementary or related to those documents; and

                        13    any other
      document that the Agent and the Borrower agree in writing to be a Project
      Document.

                        For
      the avoidance of doubt a reference to a ‘Project Document’ or ‘Document’
      in this definition does not, at a particular time, include a document
      described in the paragraphs above that has not been entered into at that
      time.

                      


              

            

             

            
              
                
                

              

              
                page
20

                
                  

                

              

              
                
                

              

              

            

             

            
              
                	
                        Term

                      	
                        Meaning

                      
	
                         

                        Project Life Cover Ratio
      and PLCR

                      	
                         

                        on
      any date, the figure calculated by the Agent in accordance with the
      formula:

                        

                        where:

                        PLCR is the Project Life
      Cover Ratio on that date;

                        CADS (Project Life) is
      CADS contemplated in the Cashflow Model for the period from that date up
      to the End Date, discounted to present value at the rate which is the
      Funding Rate then applying to Funding Portions, on a continuous basis with
      quarterly resets; and

                        PO is the Principal
      Outstanding on that date, taking into account any repayments or
      prepayments made on that date.

                      
	
                         

                        Project
      Status Certificate

                      	
                         

                        the
      Project Status Certificate as described in clause 2.2(k).

                      
	
                         

                        Pro
      Rata Share

                      	
                         

                        in
      respect of a Financier, the Commitment of that Financier expressed as a
      percentage of the Total Commitment.

                      
	
                         

                        Proved
      Reserves and Probable Reserves

                      	
                         

                        ‘Proved
      Ore Reserves’ and ‘Probable Ore Reserves’ as construed, reported and
      calculated in accordance with the Canadian Institute of Mining (CIM)
      Definitions Standards on Mineral Resources and Mineral Reserves adopted by
      the CIM Council on 14 November 2004 and included by reference in Canadian
      National Instrument 43-101 (as amended from time to
  time).

                      
	
                         

                        Quarter

                      	
                         

                        the
      period of 3 months preceding a Quarterly Date.

                      
	
                         

                        Quarterly
      Date

                      	
                         

                        each
      of 31 December, 31 March, 30 June and 30 September each
    year.

                      


              

            

             

            
              
                
                

              

              
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                        Term

                      	
                        Meaning

                      
	
                         

                        RAB

                      	
                         

                        RAB
      Special Situations (Master) Fund Limited.

                      
	
                         

                        Ratio

                      	
                         

                        each
      of the LLCR, the PLCR, each DSCR, the Reserve Tail and the Current Ratio
      and Ratios means
      all of them.

                      
	
                         

                        Receiver

                      	
                         

                        a
      receiver or receiver and manager appointed under a Security, or a person
      acting in an equivalent role.

                      
	
                         

                        Reference
      Banks

                      	
                         

                        1      the
      principal London offices of Barclays Bank plc, JP Morgan Chase & Co.
      and National Westminster Bank plc; or

                        2      other
      banks as the Agent and the Borrower may agree.

                      
	
                         

                        Refining
      Agreement

                      	
                         

                        1      the
      Refining Agreement dated 5 February 2009 between the Borrower and Johnson
      Matthey Limited; or

                        2      any
      other agreement entered into for the refining or treatment of Product,
      including any contract, agreement or arrangement for the sale, transfer or
      other disposal of Product, or any contract, agreement or arrangement for
      any agency for sale, exchange, transfer or other disposal, of Product
      including any sale arrangements between Transaction
    Parties.

                      
	
                         

                        Relevant
      Currency

                      	
                         

                        the
      currency in which a payment is required to be made under the Transaction
      Documents and, if not expressly stated to be another currency, is United
      States Dollars.

                      
	
                         

                        Repayment
      Amount

                      	
                         

                        for
      each Repayment Date, the amount set out in the right column of the
      Repayment Schedule.

                      
	
                         

                        Repayment
      Date

                      	
                         

                        each
      of the dates set out in the left column of the Repayment
      Schedule.

                      
	
                         

                        Repayment
      Schedule

                      	
                         

                        the
      repayment schedule set out in Schedule
      3.

                      
	
                         

                        Reserve
      Tail

                      	
                         

                        on
      any date, means the figure, expressed as a percentage, calculated by the
      Agent by dividing:

                        1      the
      estimate of the amount of the Proved Reserves and Probable Reserves of the
      Project that will remain to be mined after the Final Repayment
      Date,

                        by:

                        2      the
      total Proved Reserves and Probable Reserves of the Project which were
      incorporated in the Cashflow Model approved by the Financiers under clause
      2.1(h) and updated in accordance with clause
      11.3.

                      
	
                         

                        Retiring
      Financier

                      	
                         

                        a
      Financier which substitutes a Substitute Financier under clause 19.3 for any of its
  Commitment.

                      


              

            

             

            
              
                
                

              

              
                page
22

                
                  

                

              

              
                
                

              

              

            

             

            
              
                	
                        Term

                      	
                        Meaning

                      
	
                         

                        Revenue

                      	
                         

                        for
      any period, the aggregate of the following amounts actually received (or,
      where not received at any date of calculation, projected or estimated by
      the Agent as likely to be actually received as contemplated in the
      Cashflow Model) during that period:

                        1      Sales
      Proceeds;

                        2      net
      amounts received under or in relation to any Hedging Agreement with
      respect to Product; and

                        3      any
      other money received in connection with the Project (including proceeds of
      sales of assets and insurance proceeds) and for any purpose
      whatsoever,

                        but
      excluding:

                        4      the
      proceeds of a Funding Portion and any other financial accommodation (other
      than under a Financier Hedging Agreement) made available by a Finance
      Party; and

                        5      the
      proceeds of any insurance in respect of liabilities to third
      parties.

                      
	
                         

                        Review
      Event

                      	
                         

                        an
      event described in clause 13.5(a).

                      
	
                         

                        RMB
      ISDA

                      	
                         

                        the
      ISDA Master Agreement dated on or about the date of this agreement between
      the Borrower and RMB Australia Holdings Limited, including any transaction
      or confirmation under it and any other agreement entered into in
      connection with it.

                      
	
                         

                        Sales
      Proceeds

                      	
                         

                        moneys
      received from the sale of Product, including moneys received under any
      Refining Agreement.

                      
	
                         

                        Same
      Day Funds

                      	
                         

                        immediately
      available and freely transferable funds.

                      
	
                         

                        Second
      Supplemental Agreement to the Security Agent Agreement

                      	
                         

                        the
      Second Supplemental Agreement to the Security Agent Agreement dated on or
      about the date of the Novation Agreement between the Borrower and the
      Finance Parties.

                      
	
                         

                        Secured
      Moneys

                      	
                         

                        all
      debts and monetary liabilities of each Transaction Party to the Finance
      Parties under or in relation to any Transaction Document and in any
      capacity, irrespective of whether the debts or liabilities:

                        1      are
      present or future;

                        2      are
      actual, prospective, contingent or otherwise;

                        3      are
      at any time ascertained or unascertained;

                        4      are
      owed or incurred by or on account of any Transaction Party alone, or
      severally or jointly with any other person;

                        5      are
      owed to or incurred for the account of any Finance Party alone, or
      severally or jointly with any other person;

                        6      are
      owed to any other person as agent (whether disclosed or not) for or on
      behalf of any Finance Party;

                        7      are
      owed or incurred as principal, interest, fees, charges, Taxes, damages
      (whether for breach of contract or tort or incurred on any other ground),
      losses, costs or expenses, or on any other account;

                        8      are
      owed to or incurred for the account of any Finance Party directly or as a
      result of:

                        · 
      the assignment or transfer to any Finance Party of any debt or
      liability of any Transaction Party (whether by way of assignment, transfer
      or otherwise); or

                        · 
      any other dealing with any such debt or liability;

                        9      are
      owed to or incurred for the account of a Finance Party before the date of
      this agreement or before the date of any assignment of this agreement to
      any Finance Party by any other person or otherwise; or

                        10    comprise
      any combination of the above.

                      


              

            

             

            
              
                
                

              

              
                page
23

                
                  

                

              

              
                
                

              

              

            

             

            
              
                	
                        Term

                      	
                        Meaning

                      
	
                         

                        Secured
      Property

                      	
                         

                        the
      property subject to a Security.

                      
	
                         

                        Securities
      Laws

                      	
                         

                        1      the
      US Securities Laws; or

                        2      the
      Canadian Securities Laws,

                        as
      applicable.

                      
	
                         

                        Security

                      	
                         

                        1      each
      of the security documents described in Schedule
      5; and

                        2      each
      Collateral Security,

                        and
      Securities means
      all of them.

                      
	
                         

                        Security
      Provider

                      	
                         

                        a
      person who has granted a Security.

                      
	
                         

                        Selection
      Date

                      	
                         

                        the
      last day of an Interest Period.

                      
	
                         

                        Selection
      Notice

                      	
                         

                        a
      notice given under clause 4.6.

                      
	
                         

                        Shares

                      	
                         

                        the
      fully paid common shares in the capital of the Borrower listed on the TSX
      and the AMEX.

                      
	
                         

                        Subsidiary

                      	
                         

                        an
      entity of which a person has direct or indirect Control or owns directly
      or indirectly more than 50% of the voting capital or similar right of
      ownership.

                      
	
                         

                        Substitute
      Financier

                      	
                         

                        a
      person substituted by a Financier under clause 19.3 for any of the Financier’s
      Commitment.

                      


              

            

             

            
              
                
                

              

              
                page
24

                
                  

                

              

              
                
                

              

              

            

             

            
              
                	
                        Term

                      	
                        Meaning

                      
	
                         

                        Surety
      Obligation

                      	
                         

                        any
      guarantee, suretyship, letter of credit, letter of comfort or any other
      obligation:

                        1      to
      provide funds (whether by the advance or payment of money, the purchase of
      or subscription for shares or other securities, the purchase of assets or
      services, or otherwise) for the payment or discharge of;

                        2      to
      indemnify any person against the consequences of default in the payment
      of; or

                        3      to
      be responsible for,

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

                      
	
                         

                        Tax

                      	
                         

                        1      any
      tax, levy, charge, impost, duty, fee, deduction, compulsory loan or
      withholding including goods and services tax or other sales or use tax;
      or

                        2      any
      income, capital, stamp or transaction duty, tax or charge,

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

                      
	
                         

                        Termination
      Event

                      	
                         

                        in
      relation to a Financier Hedging Agreement, has the meaning given to that
      term in that Financier Hedging Agreement.

                      
	
                         

                        Title
      Document

                      	
                         

                        any
      original, duplicate or counterpart certificate or document of
      title.

                      
	
                         

                        Total
      Assets

                      	
                         

                        the
      consolidated total assets of the Group determined in accordance with the
      Accounting Standards.

                      
	
                         

                        Total
      Commitment

                      	
                         

                        at
      any time, the aggregate of the Commitment of the Financiers at that
      time.

                      
	
                         

                        Total
      Liabilities

                      	
                         

                        the
      consolidated total liabilities of the Group determined in accordance with
      the Accounting Standards.

                      
	
                         

                        Transaction
      Document

                      	
                         

                        1      this
      agreement;

                        2      each
      Security;

                        3      the
      deposit account control agreement between the Finance Parties, the
      Borrower and U.S. Bank National Association in relation to the Proceeds
      Account;

                        4      the
      deposit account control agreement between the Finance Parties, the
      Borrower and U.S. Bank National Association in relation to the Debt
      Service Reserve Account;

                        5      each
      Financier Hedging Agreement;

                        6      each
      Direct Agreement;

                        7      any
      document or agreement entered into or given under any of the above;
      and

                        8      any
      other document that the Agent and the Borrower agree in writing to be a
      Transaction Document.

                      


              

            

             

            
              
                
                

              

              
                page
25

                
                  

                

              

              
                
                

              

              

            

             

            
              
                	
                        Term

                      	
                        Meaning

                      
	
                         

                        Transaction
      Party

                      	
                         

                        1      the
      Borrower;

                        2      each
      Guarantor; and

                        3      any
      other person that the Borrower and the Agent agree is a Transaction
      Party.

                      
	
                         

                        Transportation
      Agreement

                      	
                         

                        the
      Transportation Agreement to be entered into by the Borrower in respect of
      the provision of transport services for the Project.

                      
	
                         

                        TSX

                      	
                         

                        the
      Toronto Stock Exchange.

                      
	
                         

                        TSX
      Approval

                      	
                         

                        the
      approval of the TSX in connection with the transactions contemplated in
      the Transaction Documents, including:

                        1      the
      provision of the Facility;

                        2      the
      issuance of Warrants; and

                        3      the
      issuance and listing of Shares on the exercise of a
    Warrant.

                      
	
                         

                        TSX
      Business Days

                      	
                         

                        days
      on which trading of securities takes place on the TSX.

                      
	
                         

                        Undrawn
      Commitment

                      	
                         

                        in
      respect of the Facility, at any time, the Commitment less the Principal
      Outstanding under the Facility at that time.

                      
	
                         

                        Unpatented
      Mining Claims

                      	
                         

                        the
      unpatented mining claims held by the Borrower and listed in Schedule 13.

                      
	
                         

                        US$, $ and United States
      Dollars

                      	
                         

                        the
      lawful currency of the United States of America.

                      
	
                         

                        US
      Securities Law

                      	
                         

                        all
      applicable securities laws in the United States of America and the
      respective regulations and rules under those laws together with applicable
      published policy statements of the securities regulatory authorities in
      the United States of America.

                      
	
                         

                        Value
      Date

                      	
                         

                        the
      date 2 LIBOR Business Days before the first day of an Interest
      Period.

                      
	
                         

                        Warrant
      Exercise Price

                      	
                         

                        C$0.252.

                      
	
                         

                        Warrant
      Share

                      	
                         

                        each
      Share received by a Financier or a Financier’s Affiliate on the exercise
      of a Warrant.

                      
	
                         

                        Warrants

                      	
                         

                        the
      warrants to purchase Shares to be issued to a Financier or a Financier’s
      Affiliate in accordance with clause 7.1.

                      


              

            

          

           

          
            	
                    1.2

                  	
                    Interpretations

                  


          

           

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

           

          
            	
                    (a)

                  	
                    words
      indicating the singular include the plural and vice
  versa;

                  


          

           

          
            	
                    (b)

                  	
                    words
      indicating a gender include any
gender;

                  


          

           

          
            	
                    (c)

                  	
                    other
      parts of speech and grammatical forms of a word or phrase defined in this
      agreement have a corresponding
meaning;

                  


          

           

          
            	
                    (d)

                  	
                    an
      expression suggesting or referring to a natural person or an entity
      includes any company, partnership, joint venture, association, corporation
      or other body corporate and any Government
  Agency;

                  


          

           

          
            	
                    (e)

                  	
                    a
      reference to any thing (including any right) includes a part of that thing
      but nothing in this clause 1.2(e)
      implies that performance of part of an obligation constitutes performance
      of the obligation;

                  


          

           

          
            	
                    (f)

                  	
                    a
      reference to a clause, party, annexure, exhibit or schedule is a reference
      to a clause of, and a party, annexure, exhibit and schedule to, this
      agreement and a reference to this agreement includes any annexure, exhibit
      and schedule;

                  


          

           

          
            	
                    (g)

                  	
                    a
      reference to a statute, regulation, proclamation, ordinance or by-law
      includes all statutes, regulations, proclamations, ordinances or by-laws
      amending, consolidating or replacing it, whether passed by the same or
      another Government Agency with legal power to do so, and a reference to a
      statute includes all regulations, proclamations, ordinances and by-laws
      issued under that statute;

                  


          

           

          
            	
                    (h)

                  	
                    a
      reference to a document includes all amendments or supplements to, or
      replacements or novations of, that
document;

                  


          

           

          
            	
                    (i)

                  	
                    a
      reference to liquidation includes official management, appointment of an
      administrator, compromise, arrangement, merger, amalgamation,
      reconstruction, winding up, dissolution, deregistration, assignment for
      the benefit of creditors, scheme, composition or arrangement with
      creditors, insolvency, bankruptcy, or a similar procedure or, where
      applicable, changes in the constitution of any partnership or person, or
      death;

                  


          

           

          
            	
                    (j)

                  	
                    a
      reference to a party to any document includes that party’s successors and
      permitted assigns;

                  


          

           

          
            	
                    (k)

                  	
                    a
      reference to an agreement other than this agreement includes an
      undertaking, agreement or legally enforceable arrangement or understanding
      whether or not in writing;

                  


          

           

          
            	
                    (l)

                  	
                    a
      reference to an asset includes all property of any nature, including a
      business, and all rights, revenues and
benefits;

                  


          

           

          
            	
                    (m)

                  	
                    a
      reference to a document includes any agreement in writing, or any
      certificate, notice, agreement, instrument or other document of any
      kind;

                  


          

           

          
            	
                    (n)

                  	
                    no
      provision of this agreement may be construed adversely to a party solely
      on the ground that the party was responsible for the preparation of this
      agreement or that provision;

                  


          

           

          
            
              
              

            

            
              page
26

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (o)

                  	
                    a
      reference to a body, other than a party to this agreement (including an
      institute, association or authority), whether statutory or
      not:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    which
      ceases to exist; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    whose
      powers or functions are transferred to another
  body,

                  


          

           

          is a
reference to the body which replaces it or which substantially succeeds to its
powers or functions; and

           

          
            	
                    (p)

                  	
                    references
      to time and dates are references to time and dates in Denver,
      Colorado.

                  


          

           

          
            	
                    1.3

                  	
                    Inclusive
      expressions

                  


          

           

          Specifying
anything in this agreement after the words ‘include’ or ‘for example’ or similar
expressions does not limit what else is included unless there is express wording
to the contrary.

           

          
            	
                    1.4

                  	
                    Business
      Day

                  


          

           

          Except
where clause 6.2 applies, where the day on or
by which any thing is to be done is not a Business Day, that thing must be done
on or by the preceding Business Day.

           

          
            	
                    1.5

                  	
                    Accounting
      Standards

                  


          

           

          Unless
there is express wording to the contrary, any accounting practice or concept
relevant to this agreement is to be construed or determined in accordance with
the Accounting Standards.

           

           

          
            
              	
                      2

                    	
                      Conditions
      precedent

                    


            

            
              
                

              

               

            

          

          
            	
                    2.1

                  	
                    Conditions
      precedent to the Initial Funding
Portion

                  


          

           

          A
Financier is not obliged to provide the Commitment or its Pro Rata Share of the
first Funding Portion until the Agent has received all of the following in form
and of substance satisfactory to the Financiers:

           

          
            	
                    (a)

                  	
                    officer’s certificate:
      an officer’s certificate in the form of Schedule
      6 given in respect of each Transaction Party and dated no more than
      5 Business Days before the Funding
Date;

                  


          

           

          
            	
                    (b)

                  	
                    Transaction Documents:
      originals of each Transaction Document (other than each Security and the
      Direct Agreements described in paragraphs 2 to 8 inclusive in the
      definition of Direct Agreements) duly executed by all parties to them
      other than the Finance Parties and, where
  applicable:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    with
      evidence satisfactory to the Agent that all Taxes applicable to the
      Transaction Documents have been or will be duly paid;
  and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    in
      registrable form together with all executed documents necessary to
      register them;

                  


          

           

          
            	
                    (c)

                  	
                    Project Documents:
      copies of each Project Document (other than the Transportation Agreement)
      duly executed by all parties to them and where applicable duly stamped or,
      if not duly stamped, evidence satisfactory to the Agent that they have
      been duly stamped;

                  


          

           

          
            	
                    (d)

                  	
                    power arrangements:
      evidence that the Borrower has satisfactory power arrangements in place to
      build, construct and operate the
Project;

                  


          

           

          
            	
                    (e)

                  	
                    Hedging: evidence
      that:

                  


          

           

          
            
              
              

            

            
              page
27

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Price Protection Program has been implemented;
  and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    each
      Transaction Party has complied with clause 9.25;

                  


          

           

          
            	
                    (f)

                  	
                    Corporate Budget: a copy
      of the Corporate Budget initialled by the Borrower and the Agent (acting
      on the instructions of all Financiers) for identification
      purposes;

                  


          

           

          
            	
                    (g)

                  	
                    Financial Reports: a
      copy of:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      audited consolidated Financial Report of the Borrower and each Subsidiary
      for the financial year ending 31 December 2007;
  and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      unaudited quarterly Financial Reports of the Borrower for the Quarter
      ending 30 September 2008;

                  


          

           

          
            	
                    (h)

                  	
                    Cashflow Model: a copy
      of an updated Cashflow Model which incorporates a life of mine plan,
      initialled by the Borrower and the Agent (acting on the instructions of
      all Financiers) for identification
purposes;

                  


          

           

          
            	
                    (i)

                  	
                    Mining Rights: evidence
      that the Borrower is the legal holder of the Mining Rights and that the
      Mining Rights are valid and in good standing and give the Borrower all
      rights required to enable the Borrower to conduct the Project in
      accordance with the Cashflow Model;

                  


          

           

          
            	
                    (j)

                  	
                    good title: evidence
      that the Borrower has good title to the Project Assets and its other
      Secured Property;

                  


          

           

          
            	
                    (k)

                  	
                    opinions:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    an
      opinion from Fogler, Rubinoff LLP in respect of Ontario
    law;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    an
      opinion from Davis Graham & Stubbs LLP in respect of Colorado law;
      and

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    an
      opinion from Lakowicz, Shier & Hoffman in respect of the corporate
      good standing and due execution of the Transaction Documents under Yukon
      law;

                  


          

           

          
            	
                    (l)

                  	
                    Project Authorisations:
      evidence that all Authorisations necessary to conduct the activities
      contemplated by the Cashflow Model as at the date of this agreement have
      been obtained in connection with the development, construction and
      operation of the Project, including all Environmental Approvals and
      evidence that all Authorisations have been obtained in connection with the
      transactions contemplated by the
Documents;

                  


          

           

          
            	
                    (m)

                  	
                    insurance: evidence that
      the Borrower has complied with clause 9.23;

                  


          

           

          
            	
                    (n)

                  	
                    Initial Transaction
      Costs: evidence that the Initial Transaction Costs have been or
      will be paid in full at the time that the first Funding Portion is
      provided;

                  


          

           

          
            	
                    (o)

                  	
                    Debt Service Reserve
      Account: evidence that the Debt Service Reserve Account has been
      established;

                  


          

           

          
            	
                    (p)

                  	
                    Warrants: the Warrants
      to be issued in accordance with clause 7.1;

                  


          

           

          
            	
                    (q)

                  	
                    TSX Approvals: evidence
      that all necessary TSX Approvals to this agreement and the transactions
      contemplated by it have been
obtained;

                  


          

           

          
            	
                    (r)

                  	
                    due diligence: the
      completion of any technical, legal and commercial due diligence
      investigations with respect to the Borrower and the Project Assets and
      other Secured Property, including detailed mining plans, layouts, plant
      flow sheets, reserve and resource estimations and a technical review of
      the open pit phase 1 mine plan and the initial underground mine
      plan;

                  


          

           

          
            	
                    (s)

                  	
                    Aboriginal matters:
      evidence that the Borrower is complying with all laws, regulations,
      Authorisations, policy statements and agreements in respect of aboriginal
      rights and aboriginal communities that relate to the development,
      construction, start-up and operation of the
  Project;

                  


          

           

          
            	
                    (t)

                  	
                    Title Documents: each
      Title Document required to be lodged with a Finance Party under any
      Transaction Document;

                  


          

           

          
            
              
              

            

            
              page
28

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (u)

                  	
                    title insurance:
      evidence that the Borrower has obtained title insurance with Stewart Title
      in respect of the Project Area;

                  


          

           

          
            	
                    (v)

                  	
                    Bridge Facility
      Agreement: evidence that all amounts outstanding under the Bridge
      Facility Agreement will be repaid from the proceeds of the first Funding
      Portion;

                  


          

           

          
            	
                    (w)

                  	
                    Convertible Debenture:
      evidence that the maturity date for the Convertible Debenture issued to
      RAB has been extended to February
2010;

                  


          

           

          
            	
                    (x)

                  	
                    other approvals:
      evidence that all other approvals necessary for the transactions
      contemplated by the Transaction Documents have been obtained, other than
      matters agreed to be post-closing items;
and

                  


          

           

          
            	
                    (y)

                  	
                    other matters: any other
      certificates, Authorisations, documents, matters or things which the Agent
      or a Financier reasonably requires.

                  


          

           

          
            	
                    2.2

                  	
                    Conditions
      precedent to all Funding Portions

                  


          

           

          A
Financier is not obliged to provide its Pro Rata Share of any Funding Portion
until the following conditions are fulfilled to the satisfaction of the Agent
(acting on the instructions of all Financiers):

           

          
            	
                    (a)

                  	
                    first Funding Notice: in
      respect of the first Funding Notice, the Borrower has delivered a Funding
      Notice to the Agent in respect of the Funding Portion in accordance with
      clause 4.1;

                  


          

           

          
            	
                    (b)

                  	
                    Selection Notice: in any
      other case, the Borrower has delivered a Selection Notice to the Agent in
      accordance with clause 4.6;

                  


          

           

          
            	
                    (c)

                  	
                    Funding Date: the
      Funding Date for a Funding Portion is a Business Day within the
      Availability Period for the
Facility;

                  


          

           

          
            	
                    (d)

                  	
                    Commitment: the
      Commitment will not be exceeded by providing a Funding
      Portion;

                  


          

           

          
            	
                    (e)

                  	
                    Funding Portion: the
      amount of a Funding Portion to be provided does not exceed the funding
      requirements of the Project at that time, as set out in the current
      Cashflow Model, plus the current corporate expenditure which the Borrower
      is entitled to draw under clause 3.3(b);

                  


          

           

          
            	
                    (f)

                  	
                    no Default: no Default
      has occurred which is continuing and no Default will result from a Funding
      Portion being provided;

                  


          

           

          
            	
                    (g)

                  	
                    Review Event: no Review
      Event has occurred which is continuing and no Review Event will result
      from a Funding Portion being
provided;

                  


          

           

          
            	
                    (h)

                  	
                    no Material Adverse
      Effect: since the end of the accounting period for the Financial
      Reports most recently provided under clause 9.6(a) or 2.1(g),
      no event has occurred which has had, or is reasonably likely to have, a
      Material Adverse Effect and no event has occurred which could reasonably
      be expected to prevent the Borrower from developing, constructing or
      operating the Project in accordance with the Cashflow
    Model;

                  


          

           

          
            	
                    (i)

                  	
                    representations and
      warranties: evidence that the representations and warranties set
      out in clauses 8.1 and 8.2 are true and
  correct;

                  


          

           

          
            	
                    (j)

                  	
                    Ratios: the most recent
      Cashflow Model as provided under clause 2.1(h) or clause 11
      shows that the values of the Ratios are projected to be equal to, or
      higher than, the values for the Ratios set out in clause 9.24 for the period up to the Final Repayment
      Date and that the Net Worth is equal to, or higher than, the value set out
      in clause 9.24(c) for the period up to the
      Final Repayment Date;

                  


          

           

          
            	
                    (k)

                  	
                    Project Status
      Certificate: the Borrower has delivered to the Agent a Project
      Status Certificate which outlines:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      proposed use of the relevant Funding
Portion;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      current status of the development and construction of the Project (as
      compared with the projections in the Cashflow
  Model);

                  


          

           

          
            
              
              

            

            
              page
29

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    any
      change in the Anticipated Project Completion Date;
  and

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    Project
      Costs up to the date of that certificate and a forecast of Project Costs
      up to the Anticipated Project Completion
Date;

                  


          

           

          
            	
                    (l)

                  	
                    confirmation of Project Costs
      forecast: if so requested by the Agent (on the instructions of the
      Majority Financiers), the Independent Technical Consultant has confirmed
      the forecast of Project Costs up to the Anticipated Project Completion
      Date contained in the Project Status Certificate remains materially
      accurate;

                  


          

           

          
            	
                    (m)

                  	
                    Project funds: the
      Project Status Certificate and, if applicable, the confirmation from the
      Independent Technical Consultant referred to in clause 2.2(l), shows that
      the Available Project Finance Amount is sufficient to achieve Project
      Completion by the Anticipated Project Completion Date;
  and

                  


          

           

          
            	
                    (n)

                  	
                    corporate expenditures:
      evidence that there are sufficient funds available to the Borrower to pay
      its corporate expenditures until the Anticipated Project Completion
      Date.

                  


          

           

          
            	
                    2.3

                  	
                    Certified
      copies

                  


          

           

          An
Officer of the relevant Transaction Party must certify a copy of a document
given to a Finance Party under clause 2.1 or
2.2 to be a true copy of the original document. The
certification must be made no more than 5 Business Days before the date on
which it is provided.

           

          
            	
                    2.4

                  	
                    Benefit
      of conditions precedent

                  


          

           

          A
condition in this clause 2 is for the benefit
only of the Finance Parties and only the Agent acting on the instructions of all
Financiers may waive it.

          
            


             

            
              	
                      3

                    	
                      Commitment,
      purpose and availability of the
Facility

                    


            

            
              
                

              

            

            


          

          
            	
                    3.1

                  	
                    Provision
      of Commitment

                  


          

           

          Each
Financier must make its Pro Rata Share of the Total Commitment set out in Schedule 2 available to the Borrower on the terms of
this agreement.

           

          
            	
                    3.2

                  	
                    Several
      obligations and rights of the
Financiers

                  


          

           

          
            	
                    (a)

                  	
                    The
      obligations and rights of the Financiers under each Transaction Document
      are several.

                  


          

           

          
            	
                    (b)

                  	
                    Failure
      of a Financier to perform its obligations under a Transaction Document
      does not relieve any other Financier from any of its obligations under a
      Transaction Document.

                  


          

           

          
            	
                    (c)

                  	
                    No
      Financier is responsible for the obligations of any other Financier under
      a Transaction Document.

                  


          

           

          
            	
                    (d)

                  	
                    Each
      Financier may separately enforce its rights under any Transaction
      Document, unless a Transaction Document provides
  otherwise.

                  


          

           

          
            	
                    3.3

                  	
                    Purpose

                  


          

           

          The
Borrower must use the net proceeds of each Funding Portion only
for:

           

          
            	
                    (a)

                  	
                    the
      funding of the development, construction and operation of the Project in
      accordance with the Cashflow Model or as approved by the Financiers in
      writing;

                  


          

           

          
            
              
              

            

            
              page
30

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (b)

                  	
                    corporate
      expenditure of up to US$7,000,000, including repayment of the Convertible
      Debentures, as approved by all Financiers in the Corporate
      Budget;

                  


          

           

          
            	
                    (c)

                  	
                    the
      funding of fees and costs due under the Transaction
    Documents;

                  


          

           

          
            	
                    (d)

                  	
                    repayment
      of amounts owing under the Bridge Facility Agreement;
  and

                  


          

           

          
            	
                    (e)

                  	
                    any
      other purpose that the Financiers approve in
  writing.

                  


          

           

          
            	
                    3.4

                  	
                    Cancellation
      of Commitment during Availability
Period

                  


          

           

          
            	
                    (a)

                  	
                    At
      any time during the Availability Period, the Borrower may cancel any
      portion of the Undrawn Commitment by giving the Agent at least 10 days’
      notice.

                  


          

           

          
            	
                    (b)

                  	
                    A
      partial cancellation of the Undrawn Commitment may only be made in a
      integral multiple of US$500,000.

                  


          

           

          
            	
                    (c)

                  	
                    The
      Commitment of a Financier is cancelled to the extent of its Pro Rata Share
      of the portion of the Undrawn Commitment
  cancelled.

                  


          

           

          
            	
                    (d)

                  	
                    A
      notice given under clause 3.4(a) is
      irrevocable.

                  


          

           

          
            	
                    3.5

                  	
                    Cancellation
      at end of Availability Period

                  


          

           

          On the
last day of the Availability Period, the Commitment of each Financier is
cancelled to the extent of its Undrawn Commitment.

           

          
            	
                    3.6

                  	
                    Voluntary
      prepayment

                  


          

           

          
            	
                    (a)

                  	
                    The
      Borrower may prepay any of the Principal Outstanding by giving the Agent
      at least 30 days’ prior notice specifying the prepayment date and the
      amount to be prepaid.

                  


          

           

          
            	
                    (b)

                  	
                    Prepayment
      of part of the Principal Outstanding may only be made in an integral
      multiple of US$500,000.

                  


          

           

          
            	
                    (c)

                  	
                    The
      Borrower must prepay the Principal Outstanding specified in the prepayment
      notice on the prepayment date specified in the notice together with all
      unpaid interest accrued to the prepayment date in respect of the prepaid
      amount.

                  


          

           

          
            	
                    (d)

                  	
                    The
      Commitment of a Financier is reduced by its Pro Rata Share of any amount
      of Principal Outstanding prepaid under this clause 3.6 and accordingly a prepaid amount may not be
      redrawn.

                  


          

           

          
            	
                    (e)

                  	
                    A
      notice given under clause 3.6(a) is
irrevocable.

                  


          

           

          
            	
                    3.7

                  	
                    Mandatory
      prepayment 

                  


          

           

          
            	
                    (a)

                  	
                    The
      Borrower must on each Repayment Date, pay 65% of the Excess Cashflow for
      the Quarter preceding that date as determined on that date as a mandatory
      prepayment of the Principal
Outstanding.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Commitment of each Financier is reduced by its Pro Rata Share of any
      amount of the Principal Outstanding prepaid under clause 3.7(a) and
      accordingly a prepaid amount may not be
redrawn.

                  


          

           

          
            	
                    (c)

                  	
                    If
      any Financier Warrants are exercised by a Financier (the ‘Exercising Financier’)
      before the date on which the Principal Outstanding is repaid under clause
      5.2, the proceeds of the exercise of those
      Financier Warrants must be applied as a mandatory prepayment of the
      Exercising Financier’s share of the Principal
  Outstanding.

                  


          

           

          
            	
                    (d)

                  	
                    The
      Exercising Financier’s Pro Rata Share of the Total Commitment is reduced
      by any amount of the Exercising Financier’s share of the Principal
      Outstanding prepaid under clause 3.7(c) and accordingly a prepaid amount may not be
      redrawn.

                  


          

           

          
            
              
              

            

            
              page
31

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    3.8

                  	
                    Cancellations,
      prepayments and Project Completion

                  


          

           

          
            	
                    (a)

                  	
                    The
      Borrower may not cancel any of the Undrawn Commitment under clause 3.4 if the Agent determines that the Available
      Project Finance Amount after the cancellation will be less than the amount
      required to achieve Project Completion by the Anticipated Project
      Completion Date.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Agent may consult with the Independent Technical Consultant when making
      its determination under clause 3.8(a) regarding a cancellation under clause 3.4.

                  


          

           

          
            	
                    3.9

                  	
                    Cancellations
      and prepayments in inverse order

                  


          

           

          
            	
                    (a)

                  	
                    If
      there is a cancellation of the Undrawn Commitment under clause 3.4 the Repayment Amounts up to the amount of
      the cancellation are to be cancelled in inverse order of
      maturity.

                  


          

           

          
            	
                    (b)

                  	
                    A
      prepayment under clause 3.6 or 3.7 is to be applied to instalments of the
      Principal Outstanding in inverse order of
  maturity.

                  


          

           

           

          
            
              	
                      4

                    	
                      Funding
      and rate setting procedures

                    


            

            
              
                

              

            

          

           

          
            	
                    4.1

                  	
                    Delivery
      of Funding Notice

                  


          

           

          
            	
                    (a)

                  	
                    If
      the Borrower requires the provision of a Funding Portion it must deliver
      to the Agent a Funding Notice.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Agent must notify each Financier of the contents of each Funding Notice
      and of each Financier’s Pro Rata Share of a Funding Portion requested as
      soon as reasonably practicable and in any event within 1 Business Day
      after the Agent receives the Funding
Notice.

                  


          

           

          
            	
                    4.2

                  	
                    Requirements
      for a Funding Notice

                  


          

           

          A Funding
Notice to be effective must be:

           

          
            	
                    (a)

                  	
                    in
      writing in the form of, and specifying the matters required in, Schedule 7;
and

                  


          

           

          
            	
                    (b)

                  	
                    received
      by the Agent before 11.00 am on a Business Day at least 4 Business
      Days before the proposed Funding Date (or any shorter period that the
      Agent agrees in writing).

                  


          

           

          
            	
                    4.3

                  	
                    Irrevocability
      of Funding Notice

                  


          

           

          The
Borrower is irrevocably committed to draw Funding Portions from the Financiers
in accordance with each Funding Notice given to the Agent.

           

          
            	
                    4.4

                  	
                    Amount
      of Funding Portions

                  


          

           

          The
Borrower must ensure that the amount of each Funding Portion under the Facility
is either:

           

          
            	
                    (a)

                  	
                    US$500,000
      or an integral multiple of US$500,000;
or

                  


          

           

          
            	
                    (b)

                  	
                    equal
      to the Undrawn Commitment of the
Facility.

                  


          

           

          
            
              
              

            

            
              page
32

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    4.5

                  	
                    Selection
      of Interest Periods

                  


          

           

          
            	
                    (a)

                  	
                    The
      Borrower must select the initial Interest Period which is to apply to a
      Funding Portion in the Funding Notice delivered for that Funding
      Portion.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Borrower may select a subsequent Interest Period which is to apply to a
      Funding Portion in a Selection Notice delivered for that Funding
      Portion.

                  


          

           

          
            	
                    (c)

                  	
                    Each
      Interest Period must be of 30, 60, or 90 days or any other period that the
      Agent agrees with the Borrower.

                  


          

           

          
            	
                    (d)

                  	
                    If
      an Interest Period ends on a day which is not a Business Day, it is
      regarded as ending on the next Business Day in the same calendar month or,
      if none, the preceding Business
Day.

                  


          

           

          
            	
                    (e)

                  	
                    An
      Interest Period for a Funding Portion commences either on the first
      Funding Date for that Funding Portion or on the last day of the
      immediately preceding Interest Period for that Funding
      Portion.

                  


          

           

          
            	
                    (f)

                  	
                    Each
      Interest Period which commences prior to a Quarterly Date and would
      otherwise end after that Quarterly Date, ends on that Quarterly
      Date.

                  


          

           

          
            	
                    (g)

                  	
                    No
      Interest Period may end after the Final Repayment
  Date.

                  


          

           

          
            	
                    (h)

                  	
                    If
      the Borrower:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    fails
      to select an Interest Period for the Funding Portion under clause 4.5(a);
      or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    selects
      an Interest Period in a manner which does not comply with this clause 4.5,

                  


          

           

          then that
Interest Period will be 90 days or any other period as the Agent
selects.

           

          
            	
                    4.6

                  	
                    Selection
      Notice

                  


          

           

          A
Selection Notice to be effective must be:

           

          
            	
                    (a)

                  	
                    in
      writing in the form of Schedule 8;
      and

                  


          

           

          
            	
                    (b)

                  	
                    received
      by the Agent before 11.00 am on a Business Day at least 4 Business
      Days before the proposed Selection Date for the relevant Funding Portion
      (or any shorter period that the Agent agrees in
  writing).

                  


          

           

          
            	
                    4.7

                  	
                    Determination
      of Funding Rate

                  


          

           

          
            	
                    (a)

                  	
                    The
      Agent must notify each Financier and the Borrower of the Funding Rate for
      an Interest Period as soon as reasonably practicable, and in any event
      within 2 Business Days, after it has made its determination of
      LIBOR.

                  


          

           

          
            	
                    (b)

                  	
                    In
      the absence of manifest error, each determination of LIBOR by the Agent is
      conclusive evidence of that rate against the
  Borrower.

                  


          

           

           

          
            
              	
                      5

                    	
                      Facility

                    


            

            
              
                

              

               

            

          

          
            	
                    5.1

                  	
                    Provision
      of Funding Portions

                  


          

           

          If the
Borrower gives a Funding Notice, each Financier must pay into the Proceeds
Account its Pro Rata Share of each specified Funding Portion in Same Day Funds
in United States Dollars on the specified Funding Date and in accordance with
that Funding Notice.

           

          
            
              
              

            

            
              page
33

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    5.2

                  	
                    Repayment

                  


          

           

          
            	
                    (a)

                  	
                    The
      Borrower must repay the Principal Outstanding under the Facility by paying
      on each Repayment Date the lesser
of:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Repayment Amount payable on that date as set out in the Repayment
      Schedule; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      Principal Outstanding under the
Facility.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Commitment is reduced on each Repayment Date by the amount paid in
      accordance with clause 5.2(a).

                  


          

           

          
            	
                    5.3

                  	
                    Repayment
      of other Secured Moneys

                  


          

           

          
            	
                    (a)

                  	
                    The
      Borrower must repay the balance of the Secured Moneys in full on the dates
      provided in the Transaction Documents, and all unpaid Secured Moneys must
      in all events be paid on or before the Repayment Date for the Facility or
      on any other date which the Principal Outstanding is or is required to be
      repaid in full.

                  


          

           

          
            	
                    (b)

                  	
                    This
      clause does not apply to Secured Moneys which are required to be paid
      under the terms of a Financier Hedging Agreement, payment of which will be
      determined in accordance with the terms of the relevant Financier Hedging
      Agreement.

                  


          

           

          
            	
                    5.4

                  	
                    Interest

                  


          

           

          
            	
                    (a)

                  	
                    The
      Borrower must pay interest on the principal amount of each Funding Portion
      for each Interest Period at the Funding Rate for the Interest
      Period.

                  


          

           

          
            	
                    (b)

                  	
                    Interest
      is calculated on daily balances on the basis of a 365 day year and
      for the actual number of days elapsed from and including the first day of
      each Interest Period to, but excluding, the last day of the Interest
      Period or, if earlier, the date of prepayment or repayment of a Funding
      Portion under this agreement.

                  


          

           

          
            	
                    (c)

                  	
                    The
      Borrower must pay accrued interest in arrears to the Agent on account of
      the Financiers in respect of the Facility, on each Interest Payment
      Date.

                  


          

           

          
            	
                    5.5

                  	
                    Calculation
      of per annum interest rate

                  


          

           

          For the
purposes of compliance with the Interest Act (Canada) and disclosure under that
act, the equivalent yearly rate of interest for a366 day year to any rate
expressed in this agreement based on a 365 day year is equal to that 365 day
rate multiplied by 366 divided by 365.

           

          
            	
                    5.6

                  	
                    Maximum
      interest payable

                  


          

           

          Despite
any provision of this agreement, in no event will the aggregate ‘interest’ (as
defined in section 347 of the Criminal Code (Canada) (the ‘Section’)) payable under this
agreement exceed the effective annual rate of interest on the ‘credit advanced’
(as defined in the Section) under this agreement lawfully permitted by the
Section and if any payment collected or demanded under this agreement in respect
of ‘interest’ is determined to be contrary to the provisions of the Section,
that payment, collection or demand is taken to have been made by mutual mistake
of the Borrower and the Finance Parties and the amount of that payment or
collection will be refunded to the Borrower. For the purposes of this agreement,
the effective annual rate of interest will be determined in accordance with
generally accepted actuarial practices and principles over the relevant term
and, in the event of a dispute, a certificate of a Fellow of the Canadian
Institute of Actuaries appointed by the Agent will be prima facie evidence of
that rate.

          
            


            
              
                
                

              

              
                page
34

                
                  

                

              

              
                
                

              

              

            

             

            
              	
                      6

                    	
                      Payments

                    


            

            
              
                

              

            

             

          

          
            	
                    6.1

                  	
                    Manner
      of payment

                  


          

           

          All
payments by a Transaction Party under the Transaction Documents must be
made:

           

          
            	
                    (a)

                  	
                    in
      Same Day Funds;

                  


          

           

          
            	
                    (b)

                  	
                    in
      United States Dollars; and

                  


          

           

          
            	
                    (c)

                  	
                    no
      later than 11.00 am at the local time of the place where the account
      specified by the Agent is located, on the due
  date,

                  


          

           

          to the
Agent’s account as specified by the Agent to the Borrower or in any other manner
the Agent directs from time to time. The Agent’s directions under this clause 6.1 may require payments to be made in a manner that
ensure they are received by each Financier on the Repayment Date. Any account
designated by the Agent under this clause 6.1 must
be maintained with a financial institution in the United States of
America.

           

          
            	
                    6.2

                  	
                    Payments
      on a Business Day

                  


          

           

          If a
payment is due on a day which is not a Business Day, the due date for that
payment is the next Business Day in the same calendar month or, if none, the
preceding Business Day, and interest must be adjusted accordingly.

           

          
            	
                    6.3

                  	
                    Payments
      in gross

                  


          

           

          All
payments which a Transaction Party is required to make under any Transaction
Document must be without:

           

          
            	
                    (a)

                  	
                    any
      set-off, counterclaim or condition;
or

                  


          

           

          
            	
                    (b)

                  	
                    any
      deduction or withholding for any Tax or any other reason unless the
      Transaction Party is required to make a deduction or withholding by
      applicable law.

                  


          

           

          
            	
                    6.4

                  	
                    Additional
      payments

                  


          

           

          If:

           

          
            	
                    (a)

                  	
                    any
      Transaction Party is required to make a deduction or withholding in
      respect of Tax (other than Excluded Tax) from any payment to be made to a
      Finance Party under any Transaction Document;
or

                  


          

           

          
            	
                    (b)

                  	
                    a
      Finance Party is required to pay any Tax (other than Excluded Tax) in
      respect of any payment it receives from a Transaction Party or the Agent
      under any Transaction Document,

                  


          

           

          the
Transaction Party:

           

          
            	
                    (c)

                  	
                    indemnifies
      each Finance Party against that Tax;
and

                  


          

           

          
            	
                    (d)

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

                  


          

           

          
            	
                    6.5

                  	
                    Taxation
      deduction procedures

                  


          

           

          If
clause 6.4(a) applies:

           

          
            
              
              

            

            
              page
35

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (a)

                  	
                    the
      Transaction Party must pay on a timely basis the amount deducted or
      withheld to the appropriate Government Agency as required by law;
      and

                  


          

           

          
            	
                    (b)

                  	
                    the
      Transaction Party must within 5 Business Days after receipt of NR-4
      statements documenting the amount referred to in clause 6.5(a) forward those statements to the Canada
      Revenue Agency on behalf of the Finance Party and deliver copies of them
      to the Agent.

                  


          

           

          
            	
                    6.6

                  	
                    Tax
      Credit

                  


          

           

          If a
Transaction Party makes an additional payment under clause 6.4 for the benefit of a Finance Party, and the
Finance Party determines that:

           

          
            	
                    (a)

                  	
                    a
      credit against, relief or remission for, or repayment of any Tax by a
      Finance Party (Tax
      Credit) is attributable to that additional payment;
    and

                  


          

           

          
            	
                    (b)

                  	
                    the
      Finance Party has obtained, utilised and retained that Tax
      Credit,

                  


          

           

          then the
Finance Party must pay an amount to the Transaction Party which the Finance
Party determines, in its sole discretion, will leave it (after that payment) in
the same after Tax position as it would have been in had the additional payment
not been made by the Transaction Party, provided that the Transaction Party
agrees to repay all or a portion of the amount paid to it (plus any penalties,
interest or other charges imposed by the relevant Government Agency) to that
Finance Party if the Transaction Party is required to repay all or a portion of
the Tax Credit to which the payment made by the Finance Party under this clause
6.6 relates.

           

          
            	
                    6.7

                  	
                    Tax
      affairs

                  


          

           

          Nothing
in clause 6.6:

           

          
            	
                    (a)

                  	
                    interferes
      with the right of any Finance Party to arrange its tax affairs in any
      manner it thinks fit;

                  


          

           

          
            	
                    (b)

                  	
                    obliges
      any Finance Party to investigate the availability of, or claim, any Tax
      Credit; or

                  


          

           

          
            	
                    (c)

                  	
                    obliges
      any Finance Party to disclose any information relating to its tax affairs
      or any tax computations.

                  


          

           

          
            	
                    6.8

                  	
                    Amounts
      payable on demand

                  


          

           

          If any
amount payable by a Transaction Party under any Transaction Document is not
expressed to be payable on a specified date, that amount is payable by the
Transaction Party on demand by the Agent.

           

          
            	
                    6.9

                  	
                    Appropriation
      of payments

                  


          

           

          
            	
                    (a)

                  	
                    Except
      where clause 6.9(b) applies, all
      payments made by a Transaction Party under a Transaction Document may be
      appropriated as between principal, interest and other amounts as the Agent
      (acting on the instructions of the Majority Financiers) determines or,
      failing any determination, in the following
  order:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    first,
      towards reimbursement of all fees, costs, expenses, charges, damages and
      indemnity payments due and payable by the Transaction Parties under the
      Transaction Documents;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    second,
      towards payment of interest due and payable under the Transaction
      Documents; and

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    third,
      towards repayment or prepayment of the Principal
    Outstanding.

                  


          

           

          
            	
                    (b)

                  	
                    Any
      money recovered by a Finance Party as a result of the exercise of a Power
      under a Security must be appropriated in the manner provided in that
      Security.

                  


          

           

          
            
              
              

            

            
              page
36

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (c)

                  	
                    Any
      appropriation under clauses 6.9(a) or 6.9(b) overrides any appropriation made by a
      Transaction Party.

                  


          

           

          
            	
                    6.10

                  	
                    Distribution
      by Agent

                  


          

           

          
            	
                    (a)

                  	
                    A
      payment received by the Agent under a Transaction Document is received by
      the Agent on account of the Financiers
unless:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      payment is made to the Agent for its own account;
  or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    a
      provision in a Transaction Document expressly provides
      otherwise.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Agent must promptly distribute amounts received on account of the
      Financiers to the Financiers in their respective Pro Rata Shares and in
      the same type of funds as received by the
Agent.

                  


          

           

          
            	
                    6.11

                  	
                    Non-receipt
      of funds by Agent 

                  


          

           

          
            	
                    (a)

                  	
                    If:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Agent elects to make a payment (Agent Payment) to any
      party (Payee) that
      is to be made out of a payment (Payer Payment) due to
      the Agent by another party (Payer) before the Agent
      has received the Payer’s Payment;
and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      Payer does not in fact make the Payer’s Payment to the Agent on the due
      date,

                  


          

           

          the Payee
must repay the Agent Payment to the Agent on demand.

           

          
            	
                    (b)

                  	
                    The
      Payer indemnifies the Agent and the Payee against any Loss suffered or
      incurred by the Agent or the Payee as a result of any failure by the Payer
      to make the Payer Payment when due.

                  


          

           

          
            	
                    6.12

                  	
                    Redistribution
      of payments

                  


          

           

          
            	
                    (a)

                  	
                    If
      a Financier receives or recovers an amount from a Transaction Party under
      the Transaction Documents other than in accordance with clause 6.10:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Financier must advise the Agent that it has received or recovered the
      amount within 3 Business Days after the receipt or
      recovery;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      Financier must within 3 Business Days after demand by the Agent pay
      to the Agent the amount determined by the Agent to be equal to the amount
      (excess amount) by
      which the amount received or recovered exceeds the amount the Financier
      would have received if the amount had been paid to the Agent and
      distributed in accordance with clause 6.10;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    the
      Agent must treat the payment of the excess amount as if it were a payment
      by the Transaction Party to the Agent on account of all the Financiers and
      promptly distribute the excess amount to the Financiers in accordance with
      clause 6.10;
  and

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    as
      between each Transaction Party and the Finance Parties, the excess amount
      is to be treated as not having been paid to a Financier, but as having
      been paid to all the Financiers in accordance with their respective
      entitlements.

                  


          

           

          
            	
                    (b)

                  	
                    If
      an amount to which clause 6.12(a)
      applies is subsequently required to be repaid by the Financier who
      originally received or recovered it to a Transaction Party, each Finance
      Party which has received any part of it must repay that part to the
      Financier who originally received or recovered it, and the adjustments
      under clause 6.12(a)(4) will be
      reversed.

                  


          

           

          
            
              
              

            

            
              page
37

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    6.13

                  	
                    Rounding

                  


          

           

          The Agent
may round amounts to the nearest unit of Relevant Currency in making any
allocation or appropriation under the Transaction Documents.

           

          
            	
                    6.14

                  	
                    Currency
      exchanges

                  


          

           

          If the
Agent receives an amount under a Transaction Document in a currency which is not
in the Relevant Currency, the Agent:

           

          
            	
                    (a)

                  	
                    may
      convert the amount received into the Relevant Currency in accordance with
      its normal procedures; and

                  


          

           

          
            	
                    (b)

                  	
                    is
      only regarded as having received the amount that it has converted into the
      Relevant Currency.

                  


          

           

           

          
            
              	
                      7

                    	
                      Issue
      of Warrants

                    


            

            
              
                

              

               

            

          

          
            	
                    7.1

                  	
                    Warrants

                  


          

           

          The
Borrower must on the date that the first Funding Portion is
provided:

           

          
            	
                    (a)

                  	
                    issue
      the Warrants to each Financier or Financier’s Affiliate, and the number of
      Warrants to be issued to each Financier or Financier’s Affiliate will be
      determined by the following
formula:

                  


          

           

           where:

           

          W is the number of Warrants to
be issued to each Financier or Financier’s Affiliate;

           

          P is the Pro Rata Share of the
relevant Financier being 33.41% for RMB Australia Holdings Limited
and 66.59% for Macquarie Bank Limited;

           

          FA is the C$ Equivalent Amount
on the date of this agreement of US$7,000,000; and

           

          
            WEP is the Warrant Exercise
Price; and

          

           

          
            	
                    (b)

                  	
                    provide
      to each Financier or Financier’s Affiliate a Warrant Certificate in
      respect of its Warrants in the name of that Financier or Financier’s
      Affiliate (as applicable).

                  


          

           

          
            	
                    7.2

                  	
                    Issue
      of Warrants

                  


          

           

          
            	
                    (a)

                  	
                    All
      Warrants issued under clause 7.1 will be
      issued on the terms set out in Schedule 9
      which for the avoidance of doubt, include the
  following:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    that
      each Warrant, when validly exercised, entitles each Financier or
      Financier’s Affiliate to purchase one Share at the Warrant Exercise Price
      on the terms and conditions of the Warrant;
and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    that
      each Warrant may be exercised before 5.00pm Toronto time on the Expiry
      Date.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Borrower must use its best endeavours to ensure the Warrants are issued in
      accordance with clauses 7.1 and 7.2(a).

                  


          

           

          
            	
                    (c)

                  	
                    The
      holding of a Warrant issued under clause 7.1
      will not entitle the holder of that Warrant to any rights as a shareholder
      of the Borrower, including without limitation, voting
    rights.

                  


          

           

          
            	
                    (d)

                  	
                    All
      Warrants issued under clause 7.1 will be
      issued at no additional cost to the
Financiers.

                  


          

           

          
            
              
              

            

            
              page
38

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    7.3

                  	
                    Exercise
      of Warrants

                  


          

           

          
            	
                    (a)

                  	
                    Each
      Financier or Financier’s Affiliate (as applicable) may exercise the
      Warrants, subject to any restrictions under the Listing Rules of the TSX,
      Ontario Securities Law or US Securities Law, at any time before the Expiry
      Date.

                  


          

           

          
            	
                    (b)

                  	
                    If
      requested by the Agent, the Borrower must use its best efforts to assist a
      Financier or Financier’s Affiliate (as applicable) to sell Shares obtained
      by that Person through the exercise of the
  Warrants.

                  


          

           

          
            	
                    (c)

                  	
                    The
      Borrower must ensure that all necessary TSX Approvals and AMEX Approvals
      have been obtained and will be maintained in connection with the issuance
      of all Warrant Certificates, the issuance of Warrants represented thereby
      and the underlying Shares, and the listing of the Shares on the TSX and
      the AMEX on due exercise of the
Warrants.

                  


          

           

          
            	
                    (d)

                  	
                    In
      accordance with the applicable Listing Rules of the TSX and all other
      applicable Ontario Securities Law, the Shares that may be delivered on the
      exercise of a Warrant may not be sold or otherwise disposed of for a
      period of 4 months from the date of this agreement in the absence of
      either a prospectus or an exemption from the prospectus requirements under
      the applicable Listing Rules of the TSX and all other applicable Ontario
      Securities Law. The Shares that are delivered on the exercise of a Warrant
      will be ‘restricted securities’ under US Securities Laws and may not be
      transferred without a valid exemption or in accordance with effective
      registration under US Securities
Laws.

                  


          

           

          
            	
                    7.4

                  	
                    Ranking
      of Shares and Warrants

                  


          

           

          
            	
                    (a)

                  	
                    Each
      Share received by a Financier or Financier’s Affiliate on the exercise of
      a Warrant issued to a Financier or its Affiliate (as applicable) under
      this clause 7, ranks in all respects pari
      passu with the other then existing issued Shares, but will not in the case
      of the exercise of a Warrant carry any rights to any dividends or other
      distributions declared or paid or made on the Shares before the date that
      Warrant is exercised.

                  


          

           

          
            	
                    (b)

                  	
                    Each
      Warrant issued to a Financier or Financier’s Affiliate under this clause
      7 ranks in all respects pari passu with the
      other then existing issued Warrants, but will not carry any rights to any
      distributions declared or paid or made on the Warrants before the date
      those Warrants are issued.

                  


          

           

          
            	
                    7.5

                  	
                    Registration
      under US Securities Laws

                  


          

           

          
            	
                    (a)

                  	
                    Promptly
      following the completion of the Funding Date, the Borrower shall, at its
      expense, prepare and file with the U.S. Securities and Exchange Commission
      a Registration Statement on Form S-3 (Registration Statement)
      providing for resale by each Financier or its Affiliate (as applicable) of
      the Warrant Shares. The Borrower or its nominee shall use its best efforts
      to have the Registration Statement declared effective as soon as
      practicable following the filing, and shall maintain the effectiveness of
      the Registration Statement until the earlier of (i) the last
      occurring Expiry Date or (ii) such date as no Financier holds any of
      the Shares registered in the Registration Statement, or (iii) such
      Shares are capable of being sold without limitation under Rule 144
      under the Securities Act of 1933 (the Securities
      Act).

                  


          

           

          
            	
                    (b)

                  	
                    Each
      Financier agrees to provide such information as may be required under the
      Securities Act relating to such Financier for inclusion in the
      Registration Statement.  Each Financier further agrees that if,
      during the time that the Registration Statement is effective, the Borrower
      notifies it that the Registration Statement contains a material
      misstatement or omission, the Financier will cease resale of the Shares
      pursuant to such Registration Statement until it is notified that resales
      may be resumed. The Borrower covenants to use its best efforts to
      supplement the Registration Statement as soon as practicable to make the
      disclosures in the Registration Statement correct and
      complete.

                  


          

          
            


            
              
                
                

              

              
                page
39

                
                  

                

              

              
                
                

              

              

            

             

            
              	
                      8

                    	
                      Representations
      and warranties

                    


            

            
              
                

              

            

          

           

          
            	
                    8.1

                  	
                    General
      representations and warranties

                  


          

           

          Each
Transaction Party represents and warrants to and for the benefit of each Finance
Party that:

           

          
            	
                    (a)

                  	
                    registration: the
      Borrower is duly incorporated and validly existing under the laws of the
      Yukon Territory, Canada and is duly qualified to do business, and is in
      good standing, in Ontario, Canada, and it has done everything necessary to
      keep its corporate existence in good
standing;

                  


          

           

          
            	
                    (b)

                  	
                    corporate power: it has
      the corporate power to own its assets and to carry on its business as it
      is now being conducted;

                  


          

           

          
            	
                    (c)

                  	
                    authority: it has power
      and corporate authority to enter into and perform its obligations under
      the Documents to which it is expressed to be a
  party;

                  


          

           

          
            	
                    (d)

                  	
                    authorisations: it has
      taken all necessary corporate action to authorise the execution, delivery
      and performance of the Documents to which it is a
  party;

                  


          

           

          
            	
                    (e)

                  	
                    binding obligations: the
      Documents to which it is a party constitute its legal, valid and binding
      obligations and, subject to any necessary stamping and registration, are
      enforceable in accordance with their terms subject to laws generally
      affecting creditors’ rights and to principles of
  equity;

                  


          

           

          
            	
                    (f)

                  	
                    valid
      Encumbrances:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    each
      Security is effective to create in favour of the Finance Parties legal,
      valid and enforceable Encumbrances on, and security interests in, all
      right, title and interests of the relevant Transaction Party (as the case
      may be) in and to the property the subject of that Security and the
      proceeds of that property, in each case not subject to any Encumbrances,
      other than Permitted Encumbrances;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    in
      respect of a Security where the priority of the security interest may be
      elevated by possession or control of the property the subject of that
      Security (which possession or control must be given to the Security Agent
      by the relevant Transaction Party (as the case may be) to the extent that
      it is required), after all appropriate filings or recordings are made in
      the appropriate offices as may be required under applicable law, and,
      after the Security Agent takes possession or control of the property the
      subject of that Security, constitutes a fully perfected Encumbrance on,
      and first priority security interests in, all right, title and interest of
      that Transaction Party in the property the subject of that Security and
      the proceeds of that property, in each case subject to no Encumbrances
      other than Permitted Encumbrances;
and

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    all
      registrations identified in Schedule 15
      pertain to Permitted Encumbrances;

                  


          

           

          
            	
                    (g)

                  	
                    transaction permitted:
      the execution, delivery and performance by it of the Documents to which it
      is a party will not breach, or result in a contravention
    of:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    any
      law, regulation or Authorisation;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    its
      memorandum and articles of association, articles of incorporation,
      articles of organization, by-laws, constitution, operating agreement, or
      other constituent or constating documents, as applicable;
    or

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    any
      Encumbrance or agreement which is binding on
it,

                  


          

           

          and will
not result in:

           

          
            	
                     
      

                  	
                    (4)

                  	
                    the
      creation or imposition of any Encumbrance on any of its assets other than
      as permitted under a Transaction Document;
or

                  


          

           

          
            
              
              

            

            
              page
40

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    the
      acceleration of the date for payment of any obligation under any agreement
      which is binding on it;

                  


          

           

          
            	
                    (h)

                  	
                    no default or breach: it
      is not:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    in
      breach in a material respect of any law or
  Authorisation;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    in
      breach under any Document, agreement or other document binding on it which
      breach has, or is reasonably likely to have, a Material Adverse Effect;
      or

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    in
      default in the payment of a material sum, or in compliance with a material
      obligation in respect of Financial
Indebtedness;

                  


          

           

          
            	
                    (i)

                  	
                    no litigation: no
      litigation, arbitration, dispute or administrative proceeding has been
      commenced, is pending or to its knowledge is threatened, which if
      adversely determined would have a Material Adverse
  Effect;

                  


          

           

          
            	
                    (j)

                  	
                    financial information:
      the most recent Financial Reports or accounts which the Borrower has
      provided to the Agent under clauses 2.1(g)
      and 9.6:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    give
      a true and fair view of the financial condition and state of affairs of
      the Borrower and the Group respectively, as at the date they were
      prepared; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    were
      prepared in accordance with the Accounting
  Standards;

                  


          

           

          
            	
                    (k)

                  	
                    no change in affairs:
      there has been no change in the Borrower’s or the Group’s state of affairs
      since the end of the accounting period for its most recent Financial
      Reports or accounts, referred to in clause 8.1(j) which has had, or is reasonably likely to
      have, a Material Adverse Effect;

                  


          

           

          
            	
                    (l)

                  	
                    representations true:
      each of its representations and warranties contained in the Documents is
      correct and not misleading in all material respects when made or
      repeated;

                  


          

           

          
            	
                    (m)

                  	
                    disclosure:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    no
      representation or warranty of or by a Transaction Party under a
      Transaction Document, any schedule, annexure or exhibit attached to a
      Transaction Document, contained in any certificate provided to a Finance
      Party under the provisions of a Transaction Document, contains any untrue
      statement of a material fact or omits to state a material fact necessary
      in order to make the statements in this agreement or in that Transaction
      Document, in the light of the circumstances under which they were made,
      not misleading;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    it
      has fully disclosed in writing to the Finance Parties all facts relating
      to it, the Documents, the transactions contemplated by them, each
      Transaction Party, the assets, business and affairs of each Transaction
      Party and any thing in connection with them which would have had or would
      have been reasonably likely to have had a material effect on the decision
      of a prudent lender to enter into the Transaction
    Documents;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    all
      filings made by the Borrower with any securities commissions or regulatory
      authorities or the TSX are at their respective dates, true and correct,
      contain or contained no misrepresentation and constitute full, true and
      plain disclosure of all material facts relating to the Borrower and the
      Borrower does not have any confidential filings with any securities
      commissions or regulatory authorities or the TSX;
  and

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    it
      does not have any knowledge of any material adverse information in regard
      to the current and prospective operations of any Transaction
      Party;

                  


          

           

          
            	
                    (n)

                  	
                    legal and beneficial
      owner: it is the legal and beneficial owner of or has a valid
      leasehold or other contractual interest
in:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    its
      Secured Property; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    all
      of its assets included in the latest Financial Report provided by the
      Borrower,

                  


          

           

          
            
              
              

            

            
              page
41

              
                

              

            

            
              
              

            

            

             

          

          free and
clear of all third party rights, interests and Encumbrances other than those
disclosed in those Financial Reports, or Permitted Encumbrances;

           

          
            	
                    (o)

                  	
                    no immunity: it does
      not, nor do its assets, enjoy immunity from suit or
    execution;

                  


          

           

          
            	
                    (p)

                  	
                    not a trustee: it does
      not enter into any Document as trustee of any trust or
      settlement;

                  


          

           

          
            	
                    (q)

                  	
                    solvency: it is solvent
      and is able to pay its debts as and when they become
  due;

                  


          

           

          
            	
                    (r)

                  	
                    commercial benefit: the
      entering into and performance by it of its obligations under the Documents
      to which it is expressed to be a party is for its commercial benefit and
      is in its commercial interests;

                  


          

           

          
            	
                    (s)

                  	
                    shareholding:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Borrower is the legal and beneficial owner of all issued shares in the
      capital of AGI and in the capital of Minera Sol de Oro S.A.de C.V. (other
      than one share of Minera Sol de Oro S.A.de C.V. held by R. David Russell
      as a requirement of Mexican law);
and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    AGI
      is the legal and beneficial owner of all issued shares in Mine Development
      Finance Inc. and Montana Tunnels Mining
Inc;

                  


          

           

          
            	
                    (t)

                  	
                    Group
      structure:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    its
      only Associates are listed in the Group Structure Diagram;
    and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      Group Structure Diagram is true and correct in all respects and does not
      omit any material information or
details;

                  


          

           

          
            	
                    (u)

                  	
                    Taxes and
      fees:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    it
      has complied in all material respects with all tax laws in all applicable
      jurisdictions (including, without limitation, withholding or remitting to
      the appropriate Government Agency any amounts on account of Taxes required
      to be withheld or deducted from payments made by it) and it has paid all
      Taxes due and payable by it (other than Contested Taxes), and no claims
      are being asserted against it in respect of any Taxes (other than
      Contested Taxes); and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    it
      has paid all registration or other fees, costs and expenses in connection
      with the execution, performance and perfection of the Documents, any
      transaction contemplated by a Document and any Authorisations;
      

                  


          

           

          
            	
                    (v)

                  	
                    reporting
      issuer:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Borrower is a reporting issuer (or the equivalent) where applicable in
      good standing in each of the provinces of Canada (except Quebec) under the
      applicable Canadian Securities Laws, is not included in a list of
      defaulting reporting issuers maintained by the securities commissions (or
      similar regulatory authorities) in any of the provinces of Canada and is
      not in default of any requirement of the applicable Canadian Securities
      Laws relating to continuous disclosure and is in compliance with the
      by-laws, rules and regulations of the TSX;
and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    there
      has not occurred any material adverse change (actual, anticipated,
      contemplated or threatened, whether financial or otherwise) in the
      business, affairs, operations, assets, liabilities (contingent or
      otherwise) or capital of the Borrower and its Subsidiaries (taken together
      as a whole) which has not been publicly disclosed; all the statements set
      forth in the Borrower’s public disclosure documents which have been filed
      pursuant to the requirements of the Securities Laws are true, correct, and
      complete and do not contain any misrepresentation (within the meaning of
      such Securities Laws) as of the date of the applicable document and the
      Borrower has not filed any confidential material change reports under such
      securities laws which is currently in effect;
  and

                  


          

           

          
            
              
              

            

            
              page
42

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (w)

                  	
                    authorised Shares: the
      Borrower has reserved and kept available out of its authorised Shares (if
      the number thereof is or becomes limited) solely for the purpose of issue
      upon exercise of all Warrants issued under this agreement, and has
      allotted for issue to the Financiers, who may exercise their Warrants, the
      number of Shares as are issuable upon the exercise of the Warrants. All
      Shares issued upon exercise of the Warrants in accordance with this
      agreement will be duly and validly issued as fully paid and
      non-assessable.

                  


          

           

          
            	
                    8.2

                  	
                    Project
      representations and warranties

                  


          

           

          The
Transaction Parties represent and warrant to and for the benefit of each Finance
Party that:

           

          
            	
                    (a)

                  	
                    Mining
      Rights:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Mining Rights are legal, valid and continuing, and confer on the Borrower
      all material rights required to enable it to build, construct and operate
      the Project in accordance with the Cashflow
  Model;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      Borrower is the legal and beneficial holder of the Mining Rights set out
      in the Security; and

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    the
      Borrower has in all material respects complied with its obligations in
      connection with the Mining Rights to the extent required to
      date;

                  


          

           

          
            	
                    (b)

                  	
                    Project
      Authorisations:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Authorisations necessary for the development and operation of the Project
      are in place, except for any which as a matter of law or Good Industry
      Practice cannot or should not reasonably be obtained until shortly before
      the events to which they relate occur where those events are not imminent,
      and it has no reason to believe that those Authorisations which are not
      presently held will not be obtained at the appropriate time in the future;
      and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    all
      fees due and payable in connection with the Authorisations referred to in
      clause 8.2(b)(1) have been
    paid;

                  


          

           

          
            	
                    (c)

                  	
                    Project operation: there
      has been no material change in the conduct or operation of the Project
      from that contemplated in the Cashflow
Model;

                  


          

           

          
            	
                    (d)

                  	
                    Project
      Documents:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    no
      event has occurred or condition exists which would permit the
      cancellation, termination, forfeiture or suspension of a Project Document,
      nor is any party to a Project Document in default under any term of a
      Project Document in any material
respect;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    it
      has given to the Agent copies of all of the Project Documents, and all
      copies of the Project Documents and any other documents or agreements
      (including Authorisations) given by it or on its behalf to the Agent
      constitute true and complete copies and those documents and agreements and
      are in full force and effect;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    the
      Project Documents contain the entire agreement of the parties to them as
      to the Project and there are no other material contracts, agreements or
      arrangements entered into by a Transaction Party in connection with the
      Project (as at the date of this Agreement);
and

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    the
      documents and information provided to the Agent in relation to the Project
      include all of the documents and information which a reasonable person in
      the Borrower’s position would expect the Financiers to consider material
      to the decision to enter into the Transaction Documents and do anything in
      connection with them,

                  


          

           

          
            
              
              

            

            
              page
43

              
                

              

            

            
              
              

            

            

          

           

          and in
relation to clauses 8.2(d)(2) and 8.2(d)(3), the expression ‘Project Documents’ does not
include the Transportation Agreement until that agreement has been executed by
all parties to it;

           

          
            	
                    (e)

                  	
                    Project Completion; it
      is not aware of any existing act, matter, thing or circumstance which
      would or could reasonably be expected to prevent Project Completion
      occurring on or before 31 October
2009;

                  


          

           

          
            	
                    (f)

                  	
                    aboriginal
      matters:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Borrower is complying with all laws, regulations and authorisations in
      respect of aboriginal rights, aboriginal title, treaty rights, and
      aboriginal communities that relate to the development, construction,
      start-up and operation of the Project;
and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    no
      material claims or applications in connection with aboriginal matters have
      been made in respect of any of the Project Area or, if made, those claims
      have been removed or resolved on terms satisfactory to the
      Agent;

                  


          

           

          
            	
                    (g)

                  	
                    environment:
      

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      development and operation of the Project and the Project Assets as
      contemplated by the Cashflow Model complies with all applicable
      Environmental Laws in all material
respects;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    all
      Environmental Approvals necessary for the development and operation of the
      Project as it is currently being operated are in place except for any
      which as a matter of law or Good Industry Practice cannot or should not
      reasonably be obtained until shortly before the events to which they
      relate occur where those events are not imminent and it has no reason to
      believe that those Environmental Approvals which are not presently held
      will not be obtained at the appropriate time in the future;
      and

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    no
      environmental bond or other form of security is required to be taken out
      or lodged in accordance with the requirements of any Environmental Law
      relating to the Project as it is currently being operated or Project
      Area;

                  


          

           

          
            	
                    (h)

                  	
                    royalties: there are no
      royalties, production-based Taxes or similar levies on mineral production
      payable with respect to the Project other than those identified in Schedule
14;

                  


          

           

          
            	
                    (i)

                  	
                    other business: the
      Transaction Parties are not engaged in any business other than its
      existing core businesses and operations of mineral exploration, mining or
      processing;

                  


          

           

          
            	
                    (j)

                  	
                    insurances: in respect
      of the Project and the Project Assets, the Transaction Parties have
      complied with clause 9.23 and all insurance
      policies entered into in complying with clause 9.23 are valid, binding and subsisting and all
      premiums due under those insurance policies have been paid in
      full;

                  


          

           

          
            	
                    (k)

                  	
                    Unpatented Mining
      Claims: the Unpatented Mining Claims are the only material
      mining claims with respect to the
Project;

                  


          

           

          
            	
                    (l)

                  	
                    Project Area: the
      Project does not include any real property other than the Project Area,
      and the Borrower does not have any right, title or interest in land
      (whether leasehold, freehold or otherwise) other than the Project Area.
      The only building or structure on the Project Area is the stock mill
      situated on PIN 65363-0086(LT); and

                  


          

           

          
            	
                    (m)

                  	
                    Security: for the
      avoidance of doubt but without limitation, the Borrower confirms
      that:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    each
      of RMB Australia Holdings Limited and Macquarie Bank Limited, in its
      capacity as a counterparty to any Financier Hedging Agreement, is a
      Financier, a Beneficiary and a Finance Party such that all amounts owing
      by the Borrower or any other Transaction Party under, pursuant to, or in
      connection with the Financier Hedging Agreements are secured by the
      Security; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      Security secures the Secured
Moneys.

                  


          

           

          
            
              
              

            

            
              page
44

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    8.3

                  	
                    Survival
      and repetition of representations and
warranties

                  


          

           

          The
representations and warranties given under this agreement:

           

          
            	
                    (a)

                  	
                    survive
      the execution of each Transaction Document;
and

                  


          

           

          
            	
                    (b)

                  	
                    are
      repeated on the date of each Financier Hedging Agreement, each Funding
      Date, Selection Date and each Quarterly Date with respect to the facts and
      circumstances then subsisting
until:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Commitment is cancelled; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      Secured Moneys are unconditionally repaid in
  full,

                  


          

           

          or the
Agent (acting on the instructions of all Financiers) otherwise agrees in
writing.

           

          
            	
                    8.4

                  	
                    Reliance
      by Finance Parties

                  


          

           

          Each
Transaction Party acknowledges that each Finance Party has entered into each
Transaction Document to which it is a party in reliance on the representations
and warranties given under this agreement.

          
            


             

            
              	
                      9

                    	
                      Undertakings

                    


            

            
              
                

              

            

             

          

          
            	
                    9.1

                  	
                    Conduct
      of Project

                  


          

           

          A
Transaction Party must not, without the written consent of the Agent (acting on
the instructions of the Majority Financiers), change the scope or operation of
the Project from that assumed in or contemplated by the Cashflow Model and it
must ensure that:

           

          
            	
                    (a)

                  	
                    the
      Project is diligently constructed, developed, equipped, operated and
      maintained in accordance with the Cashflow Model,  Good Industry
      Practice, and in accordance with Environmental Law and Authorisations in
      all material respects; and

                  


          

           

          
            	
                    (b)

                  	
                    all
      Project Assets are maintained in all material respects in good and
      efficient operating condition, reasonable wear and tear and shutdowns for
      maintenance in the ordinary course of business
  excepted.

                  


          

           

          
            	
                    9.2

                  	
                    Project
      Covenants

                  


          

           

          
            	
                    (a)

                  	
                    Project Assets: The Borrower
      must:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    own,
      lease or otherwise hold all Project
Assets;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    ensure
      that no person other than itself has any right, title or interest in the
      Project Assets other than under a Permitted Encumbrance or by virtue of a
      statutory interest affecting the Mining Rights;
  and

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    not
      Dispose of, decrease or diminish its interest in the Project Assets
      without the prior written consent of the Agent (acting on the instructions
      of all Financiers).

                  


          

           

          
            	
                    (b)

                  	
                    Force majeure: Each
      Transaction Party must take all action as is reasonably open to it to
      cause any Force Majeure Event affecting the Project to be remedied as soon
      as possible after that Force Majeure Event occurs, but the party affected
      is not obliged to incur expenditure to overcome the events or
      circumstances which caused the Force Majeure Event which would make
      uneconomic (in the opinion of the Agent) the continued development of the
      Project.

                  


          

           

          
            	
                    (c)

                  	
                    Access: Each Transaction
      Party must, at the request of the Agent, ensure that the Finance Parties
      and representatives of the Finance Parties on giving reasonable notice are
      allowed at all reasonable times and with reasonable frequency to have
      access to the Project Area and the Project Assets to inspect any of the
      Project Assets and to inspect any books, records, data and information
      which are in the custody or possession of a Transaction Party; provided,
      however, that the right of access and inspection must be undertaken at a
      Finance Party’s own risk in a manner that does not unreasonably disrupt
      the business of the Transaction Party and the operation of the Project,
      and must be subject to:

                  


          

           

          
            
              
              

            

            
              page
45

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      confidentiality provision set out in this agreement or in any other
      agreement between a Transaction Party and a Finance Party;
    and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      applicable health and safety laws and regulations and related policies
      adopted by a Transaction Party.

                  


          

           

          
            	
                    (d)

                  	
                    Processing of non-Project
      metal: The Borrower must not, and no Project Asset may be used to,
      mine, extract, mill or process any ore, gold, metals or concentrates which
      are mined, extracted or derived outside the Project
  Area.

                  


          

           

          
            	
                    (e)

                  	
                    Cashflow Model: The
      Borrower must not amend or vary the Cashflow Model without the prior
      written consent of the Financiers.

                  


          

           

          
            	
                    (f)

                  	
                    Project Completion Test:
      The Borrower must ensure that the Project Completion Test is completed
      successfully, and Project Completion has occurred, on or before 31 October
      2009 and the Borrower must notify the Agent as soon as it becomes aware of
      any act, matter, thing or circumstance which, in the Borrower’s opinion,
      will or is reasonably likely to prevent Project Completion being achieved
      by that date.

                  


          

           

          
            	
                    (g)

                  	
                    Transportation
      Agreement: The Borrower must ensure that the Transportation
      Agreement has been entered into on or before 31 March
  2009.

                  


          

           

          
            	
                    (h)

                  	
                    Direct Agreements: the
      Borrower must ensure that the Direct Agreement described in paragraph 6 in
      the definition of Direct Agreements has been entered into on or before 31
      March 2009, and that the Direct Agreements described in paragraphs 2, 3,
      4, 5, 7 and 8 of that definition are manually executed and original copies
      provided to the Agent promptly after the signing of this
      Agreement.

                  


          

           

          
            	
                    (i)

                  	
                    sales agreement: The
      Borrower must not Dispose of the Product to any person (a Third Party Purchaser)
      other than Macquarie Bank Limited without the prior written consent of the
      Agent (acting on the instructions of the Majority Financiers). As a
      condition of the Agent providing its consent, the Agent may
      require:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    evidence
      that the Borrower has irrevocably notified that Third Party Purchaser in
      writing that all payments made for the Product must be deposited into the
      Proceeds Account; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    written
      confirmation from that Third Party Purchaser that all payments will be
      made into the Proceeds Account and that it will not agree to a variation
      of this payment instruction without the consent of the Borrower and the
      Agent (acting on the instructions of the Majority
    Financiers).

                  


          

           

          
            	
                    9.3

                  	
                    Environmental
      issues

                  


          

           

          Each
Transaction Party must ensure that the Borrower:

           

          
            	
                    (a)

                  	
                    complies
      in all material respects with all Environmental Laws with respect to the
      Project;

                  


          

           

          
            	
                    (b)

                  	
                    obtains
      and complies with all Environmental Approvals required in connection with
      the development and operation of the Project, except for any Environmental
      Approval which as a matter of law or Good Industry Practice cannot or
      should not reasonably be obtained until shortly before the events to which
      it relates occurs where those events are not imminent;
  and

                  


          

           

          
            	
                    (c)

                  	
                    promptly
      notifies the Agent of all material claims, complaints or notices
      concerning its compliance with Environmental Laws and Environmental
      Approvals.

                  


          

           

          
            
              
              

            

            
              page
46

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    9.4

                  	
                    Mining
      Rights

                  


          

           

          Each
Transaction Party must ensure that:

           

          
            	
                    (a)

                  	
                    the
      Borrower has and continues to have title to the Mining
    Rights;

                  


          

           

          
            	
                    (b)

                  	
                    the
      Borrower is entitled to acquire or have issued to it the Mining Rights not
      presently held by it that are necessary for the development, construction
      and operation of the Project in accordance with the Cashflow
      Model;

                  


          

           

          
            	
                    (c)

                  	
                    the
      Borrower takes, or procures to be taken, all action (including the timely
      payment of annual maintenance fees, recording of instruments, performance
      of annual assessment work, or otherwise) necessary to ensure that all
      conditions and requirements relating to the Mining Rights are observed and
      performed and that the Mining Rights remain valid and are in full force
      and effect; and

                  


          

           

          
            	
                    (d)

                  	
                    the
      Mining Rights are free of Encumbrances other than Permitted
      Encumbrances.

                  


          

           

          
            	
                    9.5

                  	
                    Corporate
      budget

                  


          

           

          A
Transaction Party must not amend or change the Corporate Budget in any material
respect without the Agent’s prior written consent (acting on the instructions of
all Financiers), which consent must not be unreasonably withheld or
delayed.

           

          
            	
                    9.6

                  	
                    Provision
      of information and reports

                  


          

           

          Each
Transaction Party must ensure the Agent is provided with the following, which
must in the case of the information referred to in clauses 9.6(b), 9.6(c), 9.6(d), 9.6(e), 9.6(f), and 9.6(g) be in the form and
contain information satisfactory to the Agent (acting on the instructions of the
Majority Financiers):

           

          
            	
                    (a)

                  	
                    Financial
      Reports:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    as
      soon as practicable and no later than 90 days after the end of a
      financial year, copies of the consolidated annual audited Financial Report
      of the Borrower and its Subsidiaries;
and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    as
      soon as practicable and no later than 45 days after each Quarterly Date,
      copies of the unaudited quarterly Financial Report of the Borrower and its
      Subsidiaries for the Quarter immediately preceding that Quarterly
      Date;

                  


          

           

          
            	
                    (b)

                  	
                    Corporate Budget: no
      later than the date which is 30 days after 31 December of each year, a
      copy of the proposed Corporate Budget for the subsequent 12 month
      period;

                  


          

           

          
            	
                    (c)

                  	
                    monthly reports: no
      later than 21 days after the end of each calendar
  month:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    a
      copy of the management reports in respect of the development of the
      Project, including cash flow and solvency reports, projected movements in
      and balances of the Project Accounts and mining
  reports;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    a
      report detailing as appropriate having regard to the status of development
      of the Project:

                  


          

           

          
            	
                     
      

                  	
                    ·

                  	
                    the
      development, construction, commissioning, start-up and operation of the
      Project and production statistics;

                  


          

           

          
            	
                     
      

                  	
                    ·

                  	
                    actual
      and forecast operating costs and Project Costs (including capital
      costs);

                  


          

           

          
            	
                     
      

                  	
                    ·

                  	
                    key
      dates and permit and Authorisation anniversaries and renewals of the
      Mining Rights; and

                  


          

           

          
            	
                     
      

                  	
                    ·

                  	
                    the
      performance and initiatives of the Borrower with respect to safety, the
      personnel and employees of the Borrower, legal and regulatory compliance,
      and environmental compliance and
rehabilitation;

                  


          

           

          
            
              
              

            

            
              page
47

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    a
      copy of the monthly management accounts of the
  Borrower;

                  


          

           

          
            	
                    (d)

                  	
                    gold price protection report:
      no later than 30 days after the end of each calendar month, a gold
      price protection report detailing the gold produced during that month, the
      amount of gold committed under Hedging Agreements during that month and
      any Hedging Agreements that have been terminated by delivery or close-out
      during that month;

                  


          

           

          
            	
                    (e)

                  	
                    Project Accounts report:
      

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    no
      later than 30 days after the end of each Quarter where that Quarter ends
      after the Project Completion Date, a statement summarising all deposits to
      and withdrawals from the Project Accounts;
and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    no
      later than 21 days after the end of each calendar month where that month
      begins before the Project Completion Date, a statement summarising all
      deposits and withdrawals from the Project
  Accounts;

                  


          

           

          
            	
                    (f)

                  	
                    Quarterly compliance
      certificate: no later than 5 Business Days after each Quarterly
      Date, a certificate signed by at least 2 Officers of the Borrower
      stating:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    each
      of the Ratios and the Net Worth as at the relevant Quarter Date (giving
      details of the calculation of the Ratios and Net
  Worth);

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    any
      non-compliance of a Transaction Party with a covenant in the Transaction
      Documents and any Default that has occurred and is continuing;
      and

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    the
      full details of that non-compliance or Default and the remedial action
      being taken or proposed to cure that non-compliance or
      Default;

                  


          

           

          
            	
                    (g)

                  	
                    exploration report: no
      later than 30 days after the end of each Quarter, a report on exploration
      conducted by the Borrower;

                  


          

           

          
            	
                    (h)

                  	
                    environmental reports:
      no later than 30 days before the commencement of the Borrower’s financial
      year, a report detailing any breaches or potential breaches of
      Environmental Laws or Environmental Approvals, and any Environmental
      Liabilities;

                  


          

           

          
            	
                    (i)

                  	
                    Group Structure Diagram:
      an updated Group Structure Diagram on each occasion that the then current
      Group Structure Diagram becomes incorrect or
  misleading;

                  


          

           

          
            	
                    (j)

                  	
                    documents issued: a copy
      of all notices, circulars, documents and other written information issued
      by the Borrower to its shareholders or filed by the Borrower under
      Securities Laws or filed with the TSX or the AMEX and available to the
      public at the same time as their issue or filing;
  and

                  


          

           

          
            	
                    (k)

                  	
                    other information: any
      other information which the Agent reasonably
      requests in relation to it, any of its assets or the
    Project.

                  


          

           

          
            	
                    9.7

                  	
                    Proper
      accounts

                  


          

           

          Each
Transaction Party must:

           

          
            	
                    (a)

                  	
                    keep
      accounting records which give a true and fair view of its financial
      condition and state of affairs;

                  


          

           

          
            	
                    (b)

                  	
                    ensure
      that the accounts it provides in respect of the Borrower under
      clause 9.6 are prepared in accordance
      with the Accounting Standards; and

                  


          

           

          
            	
                    (c)

                  	
                    ensure
      that the accounts it provides in respect of the Subsidiaries of the
      Borrower under clause 9.6 are prepared
      in accordance with the generally accepted accounting principles in the
      country in which they are
incorporated.

                  


          

           

          
            	
                    9.8

                  	
                    Notices
      to the Agent

                  


          

           

          Each
Transaction Party must notify the Agent as soon as it becomes aware
of:

           

          
            
              
              

            

            
              page
48

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (a)

                  	
                    any
      Default occurring;

                  


          

           

          
            	
                    (b)

                  	
                    any
      material breach of, or material default under, any Document to which it is
      a party;

                  


          

           

          
            	
                    (c)

                  	
                    any
      material breach of any applicable license or law that may potentially
      affect the validity or good standing of the Project or the Project Assets,
      the Borrower’s legal and beneficial title to the Project Assets or the
      value of the Secured Property;

                  


          

           

          
            	
                    (d)

                  	
                    any
      event or circumstance which entitles a person to cancel, terminate or
      suspend any Mining Rights, Environmental Approvals, Authorisations or a
      Project Document;

                  


          

           

          
            	
                    (e)

                  	
                    any
      change in statutory requirements that may have a material effect on
      mining, metallurgical methods, tailings disposal, gold production or title
      with respect to the Project;

                  


          

           

          
            	
                    (f)

                  	
                    a
      revised downward estimate of Proved Reserves and Probable Reserves in
      respect of the Project, other than as a result of
  mining;

                  


          

           

          
            	
                    (g)

                  	
                    a
      material change in Key Personnel, mining or metallurgical method in
      respect of the Project;

                  


          

           

          
            	
                    (h)

                  	
                    any
      proposed changes to the Project
Documents;

                  


          

           

          
            	
                    (i)

                  	
                    any
      proposal to enter into an agreement which is material to the development,
      construction, ramp-up or operation of the
  Project;

                  


          

           

          
            	
                    (j)

                  	
                    any
      unscheduled stoppage or disruption of ore mining or processing at the
      Project for a period greater than three consecutive
  days;

                  


          

           

          
            	
                    (k)

                  	
                    any
      material adverse change in the position or prospects of the Project, the
      Borrower or a Transaction Party;

                  


          

           

          
            	
                    (l)

                  	
                    any
      representation, warranty, action or statement made, or taken to be made,
      by it is or becomes false, misleading or
  incorrect;

                  


          

           

          
            	
                    (m)

                  	
                    any
      intention by it to exercise any right, power or remedy under any Document
      to which it is a party as a consequence of any default under
      it;

                  


          

           

          
            	
                    (n)

                  	
                    any
      breach of an Authorisation;

                  


          

           

          
            	
                    (o)

                  	
                    any
      breach of, or claim being made against a Transaction Party under, any
      Environmental Laws or Environmental
Approvals;

                  


          

           

          
            	
                    (p)

                  	
                    any
      material notices given or received by a Transaction Party under any
      Project Document;

                  


          

           

          
            	
                    (q)

                  	
                    any
      litigation, arbitration, administration or other proceeding in respect of
      it or any of its assets being commenced or threatened which is
      either:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    in
      excess of US$500,000 (or the equivalent amount in another currency);
      or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    if
      adversely determined would have or be likely to have a Material Adverse
      Effect;

                  


          

           

          
            	
                    (r)

                  	
                    a
      demand under a Guarantee given by that Transaction
  Party;

                  


          

           

          
            	
                    (s)

                  	
                    any
      Encumbrance that exists over any of its
assets;

                  


          

           

          
            	
                    (t)

                  	
                    any
      dispute between a Transaction Party and a Government Agency or any
      proposal of any Government Agency to compulsorily acquire any of its
      assets;

                  


          

           

          
            	
                    (u)

                  	
                    the
      acquisition by it or any of its Subsidiaries of any interest in real
      property;

                  


          

           

          
            	
                    (v)

                  	
                    a
      decision to accelerate or expand the level of production from the Project
      from that set forth in the Cashflow
Model;

                  


          

           

          
            	
                    (w)

                  	
                    a
      proposed change in the development of the Project from that contemplated
      in the Cashflow Model and the mine plans delivered to the Agent under
      clause 2.1(h);

                  


          

           

          
            
              
              

            

            
              page
49

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (x)

                  	
                    any
      replacement of a member of, or the addition of a member to, the senior
      operating and corporate management team which manages the operations of
      the Project or the Borrower;

                  


          

           

           

          
            	
                    (y)

                  	
                    any
      material land claims or other claims with respect to the Project, Project
      Area and the Project Assets and any material dispute with landowners
      located in or around the Project Area;
and

                  


          

           

           

          
            	
                    (z)

                  	
                    any
      Force Majeure Event.

                  


          

           

           

          
            	
                    9.9

                  	
                    Corporate
      existence

                  


          

           

          Each
Transaction Party must ensure that it:

           

          
            	
                    (a)

                  	
                    does
      everything necessary to maintain its corporate existence in good
      standing;

                  


          

           

          
            	
                    (b)

                  	
                    does
      not transfer its jurisdiction of incorporation without the prior written
      consent of the Agent (acting on the instructions of all Financiers);
      and

                  


          

           

          
            	
                    (c)

                  	
                    does
      not enter into any merger, amalgamation, consolidation or reconstruction
      without the Agent’s prior written consent (acting on the instructions of
      all Financiers and not to be unreasonably withheld or
      delayed).

                  


          

           

          
            	
                    9.10

                  	
                    Compliance

                  


          

           

          Each
Transaction Party must: 

           

          
            	
                    (a)

                  	
                    comply
      with all its obligations under each Document to which it is a party;
      and

                  


          

           

          
            	
                    (b)

                  	
                    ensure
      that no Event of Default occurs.

                  


          

           

          
            	
                    9.11

                  	
                    Maintenance
      of capital

                  


          

           

          A
Transaction Party must not without the Agent’s prior written
consent:

           

          
            	
                    (a)

                  	
                    call
      up or pass a resolution to call up its unpaid share
    capital;

                  


          

           

          
            	
                    (b)

                  	
                    reduce
      or pass a resolution to reduce its
capital;

                  


          

           

          
            	
                    (c)

                  	
                    buy-back
      or pass a resolution to buy-back, any of its shares;
  or

                  


          

           

          
            	
                    (d)

                  	
                    attempt
      or take any steps to do anything which it is not permitted to do under
      clauses 9.11(a), 9.11(b) or 9.11(c).

                  


          

           

          
            	
                    9.12

                  	
                    Compliance
      with laws and Authorisations

                  


          

           

          Each
Transaction Party must:

           

          
            	
                    (a)

                  	
                    comply
      in all material respects with all laws and legal requirements, including
      each judgement, award, decision, finding or any other determination of a
      Government Agency, which applies to it or any of its
    assets;

                  


          

           

          
            	
                    (b)

                  	
                    obtain,
      maintain and comply in all material respects with all Authorisations
      required:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    for
      the enforceability against it of each Document to which it is a party, or
      to enable it to perform its obligations under each Document to which it is
      a party;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    in
      relation to it or any of its
assets;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    for
      the operation of the Project; and

                  


          

           

          
            	
                    (c)

                  	
                    not
      knowingly do anything which would prevent the renewal of any Authorisation
      referred to in clause 9.12(b) or cause it
      to be renewed on less favourable
terms.

                  


          

           

          
            
              
              

            

            
              page
50

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    9.13

                  	
                    Payment
      of debts, outgoings and Taxes

                  


          

           

          
            	
                    (a)

                  	
                    Each
      Transaction Party must pay or cause to be paid its debts and financial
      obligations including all rates, rents and other outgoings when due and
      payable, except where that Transaction Party is contesting its liability
      to pay that financial obligation, and has reasonable grounds to do so, in
      appropriate proceedings reasonably satisfactory to the
      Financiers.

                  


          

           

          
            	
                    (b)

                  	
                    Each
      Transaction Party must pay or cause to be paid all Taxes when due, other
      than Contested Taxes, and will withhold and remit to the appropriate
      Government Agency all accounts on account of Taxes required to be withheld
      or deducted from payments made by a Transaction
  Party.

                  


          

           

          
            	
                    (c)

                  	
                    Each
      Transaction Party must set aside sufficient reserves to cover any
      Contested Taxes.

                  


          

           

          
            	
                    (d)

                  	
                    Each
      Transaction Party must pay or cause to be paid all Contested Taxes when
      the terms of any final determination or settlement require those Contested
      Taxes to be paid, unless failure to pay any Contested Taxes when due may
      have a Material Adverse Effect, in which case those the Contested Taxes
      must be paid when due.

                  


          

           

          
            	
                    9.14

                  	
                    Project
      Documents

                  


          

           

          
            	
                    (a)

                  	
                    A
      Transaction Party must not without the prior written consent of the Agent
      (acting on the instructions of all
Financiers):

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    materially
      amend or vary, or agree to a material amendment or variation
      of;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    terminate,
      rescind or discharge (except by
performance);

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    grant
      any waiver, time or indulgence in respect of any material obligation
      under;

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    do
      or omit to do anything which may adversely affect the provisions or
      operation of; or

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    do
      or omit to do anything which would give any other person legal or
      equitable grounds to do anything in clause 9.14(a)(1) to (4)
      in respect of,

                  


          

           

          any
Project Document to which it is a party.

           

          
            	
                    (b)

                  	
                    Notwithstanding
      the definition of Permitted Financial Indebtedness, a Transaction Party
      must not enter into any agreement (other than Material Agreements existing
      as at the date of this agreement) relating to the development and
      construction of the Project, the refining or treatment of Product or any
      other agreement or contract which relates to the Project where the
      aggregate amount of payments to be made under that agreement or contract
      is anticipated to exceed US$1,000,000, without the prior written consent
      of the Agent (acting on the instructions of all Financiers). For the
      avoidance of doubt, this clause applies to capital equipment leases to be
      entered into in respect of the Project, other than capital equipment
      leases existing as at the date of this
  agreement.

                  


          

           

          
            	
                    (c)

                  	
                    If
      a Transaction Party proposes to enter into a Material Agreement, the Agent
      may request the Transaction Party and each other party to the Material
      Agreement to execute a direct agreement or tripartite agreement in form
      and substance satisfactory to the Agent (acting on the instructions of all
      Financiers).

                  


          

           

          
            	
                    (d)

                  	
                    If
      the Agent makes a request under clause 9.14(c) that a direct agreement or tripartite
      agreement be entered into in respect of a Material Agreement, no
      Transaction Party may enter into that Material Agreement unless a direct
      agreement or tripartite agreement has been executed between each of the
      parties to that Material Agreement in form and substance satisfactory to
      the Agent (acting on the instructions of all
  Financiers).

                  


          

           

          
            	
                    (e)

                  	
                    The
      parties agree that no term contained in a direct agreement affects the
      rights and obligations of the parties under any other Transaction
      Document.

                  


          

           

          
            	
                    (f)

                  	
                    Each
      Transaction Party must do all things necessary to enforce all of its
      rights, powers and remedies under each Project Document to which it is a
      party.

                  


          

           

          
            
              
              

            

            
              page
51

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    9.15

                  	
                    Amendments
      to constitution

                  


          

           

          A
Transaction Party must not amend its memorandum and articles of association,
articles of incorporation, articles of organization, by-laws, constitution,
operating agreement, or other constating documents (as applicable) without the
Agent’s prior written consent (acting on the instructions of the Majority
Financiers), which consent must not be unreasonably withheld or
delayed.

           

          
            	
                    9.16

                  	
                    Negative
      pledge and disposal of assets

                  


          

           

          
            	
                    (a)

                  	
                    A
      Transaction Party must not create or allow to exist or agree to any
      interest or Encumbrance over any of its assets other than a Permitted
      Encumbrance.

                  


          

           

          
            	
                    (b)

                  	
                    A
      Transaction Party must not acquire an asset which is, or on its
      acquisition will be, subject to an Encumbrance which is not a Permitted
      Encumbrance.

                  


          

           

          
            	
                    (c)

                  	
                    A
      Transaction Party must not without the prior written consent of the Agent
      (acting on the instructions of the Majority Financiers which consent is
      not to be unreasonably withheld in the case of a Disposal which is not a
      Disposal of a Project Asset) Dispose of any of its assets other
      than:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    a
      Disposal (which is not a Disposal of a Project Assets) of an asset
      which:

                  


          

           

          
            	
                     
      

                  	
                    ·

                  	
                    has
      a value which is less than US$250,000;
and

                  


          

           

          
            	
                     
      

                  	
                    ·

                  	
                    is
      sold in the ordinary course of business and at market
    value,

                  


          

           

          and the
aggregate of assets sold by all Transaction Parties in the preceding 12 month
period is less than US$500,000; or

           

          
            	
                     
      

                  	
                    (2)

                  	
                    a
      Disposal of Product; or

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    a
      Disposal for valuable consideration and on arm’s length commercial terms
      of assets that are no longer required for the proper and efficient
      operation of the Project because of replacement, obsolescence or
      otherwise, and where the Disposal relates to the replacement of assets,
      the asset is replaced with one or more assets having a similar function or
      comparable or superior type, value and
quality.

                  


          

           

          
            	
                    (d)

                  	
                    A
      Transaction Party must not allow any other person to have a right or power
      to receive or claim any rents, profits, receivables, money or moneys worth
      (whether capital or income) in respect of its assets other than under a
      Permitted Encumbrance.

                  


          

           

          
            	
                    (e)

                  	
                    A
      Transaction Party must not enter into any arrangement under which money or
      the benefit of a bank or other account may be applied, set-off or made
      subject to a combination of accounts, except for a netting or set-off
      arrangement in the ordinary course of its ordinary banking arrangements
      for the purpose of netting debit and credit
  balances.

                  


          

           

          
            	
                    (f)

                  	
                    A
      Transaction Party must not enter into any arrangement which, if complied
      with, would prevent any Transaction Party from complying with its
      obligations under the Transaction
Documents.

                  


          

           

          
            	
                    9.17

                  	
                    No
      change to business

                  


          

           

          Each
Transaction Party:

           

          
            	
                    (a)

                  	
                    must
      ensure that its business is operated in accordance with the Corporate
      Budget and the Cashflow Model; and

                  


          

           

          
            	
                    (b)

                  	
                    must
      not engage in any business other than, or do anything which would result
      in substantial changes to, its existing core businesses and operations of
      mineral exploration, mining or processing, except with the prior written
      consent of the Agent.

                  


          

           

          
            
              
              

            

            
              page
52

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    9.18

                  	
                    Financial
      accommodation and Financial
Indebtedness

                  


          

           

          
            	
                    (a)

                  	
                    A
      Transaction Party must not subscribe for capital in an entity, provide any
      financial accommodation, or give any Surety Obligation in respect of any
      financial accommodation, to or for the benefit of any Person, other than
      Permitted Financial Accommodation.

                  


          

           

          
            	
                    (b)

                  	
                    A
      Transaction Party must not incur any Financial Indebtedness other than
      Permitted Financial Indebtedness.

                  


          

           

          
            	
                    (c)

                  	
                    A
      Transaction Party may not enter into any Hedging Agreement (other than a
      Financier Hedging Agreement) without the consent of the Agent (acting on
      the instructions of the Majority
Financiers).

                  


          

           

          
            	
                    (d)

                  	
                    The
      Borrower, RMB Australia Holdings Limited and RMB Resources Inc. must not
      amend the Montana Tunnels Facility Agreement without prior written consent
      of all Financiers if that amendment would increase the Financial
      Indebtedness of the Borrower.

                  


          

           

          
            	
                    9.19

                  	
                    Arm’s
      length transactions

                  


          

           

          A
Transaction Party must not:

           

          
            	
                    (a)

                  	
                    enter
      into an agreement with any Person;

                  


          

           

          
            	
                    (b)

                  	
                    acquire
      or Dispose of an asset;

                  


          

           

          
            	
                    (c)

                  	
                    obtain
      or provide a service;

                  


          

           

          
            	
                    (d)

                  	
                    obtain
      a right or incur an obligation; or

                  


          

           

          
            	
                    (e)

                  	
                    implement
      any other transaction,

                  


          

           

          unless it
does so on terms which are no less favourable to it than arm’s length terms.
This clause does not apply to the Permitted Financial Accommodation which can be
characterised as an Inter-Company Claim.

           

          
            	
                    9.20

                  	
                    No
      new Subsidiaries

                  


          

           

          A
Transaction Party must not incorporate any new Subsidiary (whether wholly-owned
or otherwise) without the prior written consent of the Agent unless, within 10
Business Days after the incorporation of the new Subsidiary, that
Subsidiary:

           

          
            	
                    (a)

                  	
                    executes
      and delivers to the Agent an officer’s certificate in the form of Schedule 6 in respect of that
      Subsidiary;

                  


          

           

          
            	
                    (b)

                  	
                    executes
      and delivers to the Agent a Guarantee Assumption
  Agreement;

                  


          

           

          
            	
                    (c)

                  	
                    executes
      and delivers to the Agent any Encumbrance which the Agent requests to
      secure the Secured Moneys;

                  


          

           

          
            	
                    (d)

                  	
                    if
      required, duly stamps each document referred to in this clause 9.20; and

                  


          

           

          
            	
                    (e)

                  	
                    gives
      to the Agent all duly completed forms, notices and other documents
      required to register or file with the appropriate Government Agency any
      document referred to in this clause 9.20.

                  


          

           

          
            	
                    9.21

                  	
                    Restrictions
      on Distributions and fees

                  


          

           

          A
Transaction Party must not:

           

          
            	
                    (a)

                  	
                    make
      any Distribution other than a Distribution made in accordance with clauses
      12.3(b)(11) and 12.3(c);
or

                  


          

           

          
            	
                    (b)

                  	
                    pay
      any director fees, management fees, consultancy fees or other like
      payments to any director or Associate of a Transaction Party unless those
      fees or other payments are:

                  


          

           

          
            
              
              

            

            
              page
53

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    reasonable
      and are no more or less favourable than it is reasonable to expect would
      be the case if the relevant persons were dealing with each other at arm’s
      length; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    paid
      with the Agent’s prior consent.

                  


          

           

          
            	
                    9.22

                  	
                    Undertakings
      regarding Secured Property

                  


          

           

          Each
Transaction Party must:

           

          
            	
                    (a)

                  	
                    maintenance of the Secured
      Property: subject to clause 9.16:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    maintain
      and protect its Secured Property;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    keep
      its Secured Property in a good state of repair and in good working order
      allowing for fair wear and tear and shutdowns for maintenance in the
      ordinary course of business;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    remedy
      every material defect in its title to any part of its material Secured
      Property (including the Mining
Rights);

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    take
      or defend all legal proceedings to protect or recover any of its Secured
      Property; and

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    keep
      its Secured Property valid and subsisting and free from liability to
      forfeiture, cancellation, avoidance or
loss;

                  


          

           

          
            	
                    (b)

                  	
                    further
      security:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    do
      anything which the Agent reasonably requests to maintain the priority of
      its Security, or secures to the Finance Parties its Secured Property in a
      manner consistent with any provision of any Transaction Document, or aids
      in the exercise of any Power of a Finance Party, including, the execution
      of any document or the execution and delivery of blank
      transfers;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    when
      the Agent requests, execute a legal or statutory mortgage in favour of the
      Financer over the Borrower’s right, title and interest in any real
      property acquired by it on or after the date of this agreement in form and
      substance required by the Agent, but the Agent cannot require an
      obligation which is more onerous than any obligation contained in any
      Transaction Document;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    use
      its best endeavours to record any mortgage executed under clause 9.22(b)(2);
and

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    if
      a Transaction Party acquires any material
  assets:

                  


          

           

          
            
              	
                    	
                      ·

                    	
                      promptly
      notify the Agent of that acquisition;
and

                    


            

          

           

          
            
              	
                    	
                      ·

                    	
                      at
      the request of the Agent, procure the company that has acquired those
      assets to grant security over those assets in favour of the Finance
      Parties in form and substance required by the Agent, but the Agent cannot
      require an obligation which is more onerous than any obligation contained
      in any Transaction Document;

                    


            

          

           

          
            	
                    (c)

                  	
                    possession and
      control: deposit with the
      Security Agent all documents of title, chattel paper and instruments
      (other than those negotiated or proposed to be negotiated in the ordinary
      course of business) and take or cause to be taken all such actions as are
      necessary to provide the Security Agent with control over all investment
      property, in each case with respect to any such assets in which the
      Borrower now or hereafter has any right, title or
  interest;

                  


          

           

          
            	
                    (d)

                  	
                    registration and protection of
      security: ensure that its Security is registered, recorded, and
      filed in all registers in all jurisdictions in which it must be
      registered, recorded or filed to ensure the enforceability, validity and
      priority of the Security against all persons and to be effective as a
      security;

                  


          

           

          
            
              
              

            

            
              page
54

              
                

              

            

            
              
              

            

            

             

          

          
            	
                    (e)

                  	
                    no partnership or joint
      venture: not enter into any profit sharing arrangement in relation
      to its Secured Property or any partnership or joint venture with any other
      person without the Agent’s written
consent;

                  


          

           

          
            	
                    (f)

                  	
                    no Encumbrances: cause
      any Encumbrance other than a Permitted Encumbrance which is lodged in
      respect of its Secured Property, other than an Encumbrance lodged by the
      Finance Parties, to be removed as soon as reasonably practicable but in
      any event within 15 Business Days after the date that it becomes
      aware of its existence; and

                  


          

           

          
            	
                    (g)

                  	
                    no caveats: cause any
      caveat which is lodged in respect of its Secured Property, other than a
      caveat lodged by the Finance Parties, to be removed as soon as reasonably
      practicable but in any event within 10 Business Days after the date
      that it becomes aware of its
existence.

                  


          

           

          
            	
                    9.23

                  	
                    Insurance

                  


          

           

          
            	
                    (a)

                  	
                    General requirements:
      Each Security Provider must insure and keep insured all its property
      (including, in respect of the Borrower, the Project
    Assets):

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    for
      amounts and against risks for which a person holding assets and carrying
      on a business similar to that of the Security Provider would prudently
      take out insurance, including title
insurance;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    against
      damage, destruction and any other risk to their full replacement
      value;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    against
      workers’ compensation, public liability and business interruption;
      and

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    for
      any other risk to the extent and for the amounts the Agent may reasonably
      require and notify to the Security Provider from time to
    time.

                  


          

           

          
            	
                    (b)

                  	
                    Payment of premiums:
      Each Security Provider must punctually pay all premiums and other amounts
      necessary to effect and maintain in force each insurance
      policy.

                  


          

           

          
            	
                    (c)

                  	
                    Contents of insurance
      policy: Each Security Provider must use commercially reasonable
      best efforts to ensure that every insurance policy (other than worker’s
      compensation, directors’ and officers’ liability and public
      liability):

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    is
      taken out in the name of the Security Provider, notes each Finance Party
      as an additional insured and insures each of their insurable
      interests;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    names
      the Agent as the loss payee;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    cannot
      be terminated or varied by the insurer for any reason including the
      non-payment of the premium or any other amount in respect of the insurance
      policy, unless the Agent is given 30 days prior written
      notice;

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    provides
      that notice of any occurrence given by one insured party will be regarded
      as notice given by all insured parties and that failure by one insured
      party to observe and fulfil the conditions of the policy will not
      prejudice the rights of any other insured
party;

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    insures
      each Finance Party’s interest up to the limits of the policy regardless of
      any breach or violation by the Borrower (whichever is applicable) of any
      warranties, declarations or conditions contained in that policy;
      and

                  


          

           

          
            	
                     
      

                  	
                    (6)

                  	
                    includes
      any other terms and conditions which the Agent may reasonable
      require.

                  


          

           

          
            	
                    (d)

                  	
                    Reputable insurer: Each
      Security Provider must take out each insurance policy with a reputable and
      substantial insurer with an investment grade rating approved by the Agent
      (whose approval is not to be unreasonably
  withheld).

                  


          

           

          
            	
                    (e)

                  	
                    No prejudice: Each
      Security Provider must not do or omit to do, or allow or permit to be done
      or not done, anything which may materially prejudice any insurance
      policy.

                  


          

           

          
            	
                    (f)

                  	
                    Deliver documents: Each
      Security Provider must promptly deliver to the
  Agent:

                  


          

           

          
            
              
              

            

            
              page
55

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    adequate
      evidence as to the existence and currency of the insurance required under
      this clause 9.23;
  and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    any
      other detail with respect to the insurance which the Agent may reasonably
      require and notify to the Security Provider from time to
    time.

                  


          

           

          
            	
                    (g)

                  	
                    No change to policy: A
      Security Provider must not rescind, terminate, cancel or make a material
      change to any insurance policy without the Agent’s written consent, except
      where the variation is to increase coverage, the amount insured by the
      policy or amend the scheduled insured property where that amendment
      results from a Disposal permitted under clause 9.16.

                  


          

           

          
            	
                    (h)

                  	
                    Assistance in recovery of
      money: Each Security Provider must do all things reasonably
      required by a Finance Party to enable that Finance Party to recover any
      money due in respect of an insurance
policy.

                  


          

           

          
            	
                    (i)

                  	
                    Notification by Security
      Provider: Each Security Provider must notify the Agent as soon as
      reasonably practicable after it becomes aware
  of:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    an
      event which in relation to its property gives rise to a claim of
      US$250,000 or more under an insurance policy;
  and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      cancellation or variation for any reason of any insurance policy in
      relation to its property.

                  


          

           

          
            	
                    (j)

                  	
                    Dealing with insurance policy
      proceeds:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    If
      the claim by a Transaction Party is greater than US$1,000,000, or if the
      claim by a Transaction Party is less than US$1,000,000 but the Agent
      determines that there is not sufficient business interruption insurance or
      other funds available to the Borrower to ensure that the Borrower can pay
      or repay any part of the Secured Moneys due and payable by it, the Agent
      may direct that Transaction Party with respect to a particular insurance
      claim, to irrevocably authorise, instruct and direct the insurer to pay
      the proceeds of that claim up to the amount of the Secured Moneys to the
      Financiers.

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    If
      an Event of Default has occurred and is continuing, the proceeds in
      respect of any insurance policy must be used to repay the Secured Moneys
      outstanding at that time or for any other purpose which the Agent
      approves.

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    The
      proceeds in respect of any claim under an insurance policy in respect of
      lost, destroyed or damaged property of a Transaction Party that are not
      being applied in accordance with clauses 9.23(j)(1) and 9.23(j)(2), must be applied towards the
      replacement or reinstatement of that
property.

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    Clauses 9.23(j)(1), 9.23(j)(2)and (3)
      do not apply to proceeds received from any workers’ compensation or public
      liability policy to the extent that the proceeds are paid to a person
      entitled to be compensated under the workers’ compensation or public
      liability policy.

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    Any
      amount received by the Agent in accordance with clauses 9.23(j)(1) or 9.23(j)(2) may be applied by the Agent as a
      prepayment of the Principal Outstanding, and clause 3.6(d) will apply to the
    prepayment.

                  


          

           

          
            	
                    (k)

                  	
                    Power to take
      proceedings: If an Event of Default has occurred and is continuing
      and a Receiver has not been appointed, the Security Agent alone has full
      power to make, enforce, settle, compromise, sue on and discharge all
      claims and recover and receive all moneys payable in respect
      of:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    any
      claim under any insurance policy;
and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    any
      compensation claim in respect of any injury to an employee of a Finance
      Party, Receiver or Attorney suffered while exercising or attempting to
      exercise any Power.

                  


          

           

          
            
              
              

            

            
              page
56

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    9.24

                  	
                    Financial
      undertakings

                  


          

           

          
            	
                    (a)

                  	
                    The
      Borrower must ensure that at all relevant Quarterly
  Dates:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      LLCR is not less than 1.5:1;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      PLCR is not less than 2:1; and

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    each
      DSCR is not less than 1.25:1;

                  


          

           

          
            	
                    (b)

                  	
                    The
      Borrower must ensure that at all
times:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Reserve Tail is not less than 30%;
and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      Current Ratio is not less than
1.2:1;

                  


          

           

          
            	
                    (c)

                  	
                    The
      Borrower must ensure that at all times the Net Worth is not less than the
      Minimum Net Worth;

                  


          

           

          
            	
                    (d)

                  	
                    If
      the Quarterly compliance certificate provided by the Borrower in
      accordance with clause 9.6(f) shows that, or
      if at any time the Agent calculates that, the value of a Ratio is less
      than the value for that Ratio set out in clauses 9.24(a) and 9.24(b), the
      Borrower must on the next Repayment Date apply as a mandatory prepayment
      of the Principal Outstanding the lesser
of:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    100%
      of the Excess Cashflow; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      amount that is required to be paid to make the value of that Ratio greater
      than or equal to the value for that Ratio set out in clause 9.24(a).

                  


          

           

          Clause 3.9(b) will apply to each mandatory prepayment and any
amount prepaid under this clause 9.24(d) may not be redrawn.

           

          
            	
                    (e)

                  	
                    The
      calculation of a Ratio by the Agent is, in the absence of manifest error,
      the final and agreed calculation of that Ratio. In calculating a Ratio,
      the Agent will have regard to the most recent Cashflow Model and
      information provided to it under clause 9.6.

                  


          

           

          
            	
                    9.25

                  	
                    Hedging

                  


          

           

          
            	
                    (a)

                  	
                    Each
      Transaction Party must ensure that the Borrower enters into and maintains
      the Price Protection Program to the satisfaction of the Agent (acting on
      the instructions of the Majority
Financiers).

                  


          

           

          
            	
                    (b)

                  	
                    A
      Transaction Party must not enter into a Hedging Agreement with a
      counterparty who is not a
Financier.

                  


          

           

          
            	
                    9.26

                  	
                    Subordination
      of Inter-Company Claims

                  


          

           

          Each
Transaction Party must ensure that:

           

          
            	
                    (a)

                  	
                    all
      the Inter-Company Claims of a Group Member against the Borrower and
      payment (from whatever source) of, and the rights and claims of each Group
      Member against the Borrower in respect of those Inter-Company Claims are
      subordinated and postponed and made subject in right of payment to all the
      Secured Moneys and payment (from whatever source) of, and the rights and
      claims of the Finance Parties in respect of, all the Secured
      Moneys;

                  


          

           

          
            	
                    (b)

                  	
                    until
      all the Secured Moneys have been paid in
full:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    any
      Inter-Company Claims owed by the Borrower must not (without the prior
      written consent of the Agent acting on the instructions of the Majority
      Financiers) be paid or repaid; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    a
      Group Member other than the Borrower must not receive, and the Borrower
      must not pay or repay, any of the Inter-Company Claims to, or at the
      direction of, another Group Member or any person acting, or purporting to
      act, on behalf of a Group Member,

                  


          

           

          
            
              
              

            

            
              page
57

              
                

              

            

            
              
              

            

            

          

           

          unless
the relevant payment is a payment by the Borrower permitted under clause 12.3(b)(11);

           

          
            	
                    (c)

                  	
                    the
      subordination effected by this clause applies at all times including if
      and while a Group Member is in
liquidation;

                  


          

           

          
            	
                    (d)

                  	
                    if
      a Group Member makes a claim against a Transaction Party, each other
      Transaction Party must indemnify the Finance Parties for any Loss they
      incur as a result of that claim by the Group
  Member;

                  


          

           

          
            	
                    (e)

                  	
                    if,
      on liquidation of a Transaction Party, there is a distribution of a
      Transaction Party’s assets including payment in cash, property or
      securities, to creditors of that Transaction Party on liquidation, all of
      the Secured Moneys must be paid in full in cash before a payment is made
      for or on account of the Inter-Company
Claims;

                  


          

           

          
            	
                    (f)

                  	
                    until
      the Secured Moneys and all moneys due or owing under the Transaction
      Documents have been paid in full, until the subordination under this
      clause has been terminated and until this agreement has been fully
      discharged, a Transaction Party must
not:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    make
      a claim or exercise a right, power or remedy against another Transaction
      Party under any agreement, document or
  otherwise;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    accept,
      or ensure the grant of, or permit any Encumbrance or Guarantee from a
      Transaction Party or any surety in favour of another Transaction Party to
      exist;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    exercise,
      or attempt to exercise, any right of set-off against, nor realise any
      Encumbrance from, a Transaction Party or any surety;
  or

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    raise
      any defence or counterclaim in reduction or discharge of any obligation
      owed by a Transaction Party to another Transaction Party or any
      surety.

                  


          

           

          
            	
                    9.27

                  	
                    Share
      Qualification

                  


          

           

          If at any
time any order, ruling, registration, notice or filing pursuant to any
securities laws of Canada or any province thereof is required to ensure that any
Shares issuable upon the exercise of any Warrants, in each case on any date
following the date four months following the date hereof, are issued in
compliance with all such laws or to ensure that any such Shares, once issued,
are not subject to any general restriction as to the resale thereof under the
securities laws of any province of Canada, the Borrower must take all such
action as may be necessary to make or obtain such order, ruling, registration or
filing, or give such notice as the case may be.

           

          
            	
                    9.28

                  	
                    Continued
      Listing

                  


          

           

          The
Borrower will take all reasonable steps and actions and do all such acts and
things as may be required to:

           

          
            	
                    (a)

                  	
                    as
      long as it meets the minimum listing requirements of such institutions,
      maintain the listing and posting for trading of the Shares on the TSX;
      and

                  


          

           

          
            	
                    (b)

                  	
                    maintain
      its status as a reporting issuer not in default of the requirements of
      applicable securities legislation of the provinces of
    Canada.

                  


          

           

          
            	
                    9.29

                  	
                    Convertible
      Debenture

                  


          

           

          The
Borrower will not amend or vary or agree to a material amendment or variation of
the Convertible Debenture without the prior written consent of the Agent (acting
on the instructions of all Financiers).

           

          
            
              
              

            

            
              page
58

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    9.30

                  	
                    Term
      of undertakings

                  


          

           

          Unless
the Agent (acting on the instructions of all Financiers) otherwise agrees in
writing, until:

           

          
            	
                    (a)

                  	
                    the
      Commitment is cancelled; and

                  


          

           

          
            	
                    (b)

                  	
                    the
      Secured Moneys are unconditionally repaid in
  full,

                  


          

           

          each
Transaction Party must, at its own cost, comply with its undertakings in this
clause 9.

          
            


             

            
              	
                      10

                    	
                      Market
      Disruption Event

                    


            

            
              
                

              

            

             

          

          
            	
                    10.1

                  	
                    Market
      Disruption

                  


          

           

          
            	
                    (a)

                  	
                    If
      a Market Disruption Event occurs in relation to a Funding Portion for any
      Interest Period, then the interest payable by the Borrower for the
      Interest Period will be the rate per annum which is the sum
      of:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Margin; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      rate notified to the Borrower by the Agent as soon as practicable and in
      any event before interest is due to be paid in respect of that Interest
      Period, to be that which expresses as a percentage rate per annum the
      actual cost to a Financier of funding its Pro Rata Share of that Funding
      Portion from whatever source it may reasonably select. For the avoidance
      of doubt, the Agent may only give one notice to the Borrower under clause
      10.1(a)(2) during an Interest
      Period.

                  


          

           

          
            	
                    (b)

                  	
                    In
      this Agreement ‘Market Disruption Event’
means:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    at
      or about noon in London on the Value Date for the relevant Interest Period
      the LIBOR01 Page is not available and none or only one of the Reference
      Banks supplies a rate to the Agent to determine LIBOR for the relevant
      currency and period; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    before
      close of business in London on the Value Date for the relevant Interest
      Period, the Agent receives notifications from a Financier that the cost to
      it of obtaining matching deposits on the Value Date would be in excess of
      LIBOR.

                  


          

           

          
            	
                    (c)

                  	
                    No
      Transaction Party may disclose to any person any information in relation
      to clause 10 or any rates notified by a
      Finance Party under clause 10 without the
      prior written consent of the Financiers, except if a Transaction Party is
      required by law to do so.

                  


          

          
            


             

            
              	
                      11

                    	
                      Cashflow
      Model

                    


            

            
              
                

              

            

             

          

          
            	
                    11.1

                  	
                    Calculations

                  


          

           

          Any
amount or figure to be calculated or estimated under or for the purposes of the
definitions of ‘Loan Life Cover Ratio’, ‘Project Life Cover Ratio’, ‘Reserve
Tail’, ‘Interest Expense’, ‘Operating Costs’, ‘CADS’ and ‘Revenue’ is to be
calculated by the Agent or, at the request of the Agent, by the Borrower on the
basis of the latest Cashflow Model and accounts and other financial information
provided under clause 9.6 or, if the Borrower is at
any relevant time in default in delivering accounts and other financial
information under clause 9.6, as estimated by the
Agent on the basis of the latest Cashflow Model and other accounts and
information available to the Agent.

           

          
            
              
              

            

            
              page
59

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    11.2

                  	
                    Calculations
      in United States Dollars

                  


          

           

          All
calculations under this agreement will be made in United States Dollars. For the
purpose of determining Operating Costs, CADS, Interest Expense, Project Costs
and Revenue for any period, any amount paid or received by the Borrower in a
currency other than United States Dollars will to the extent the amount paid or
received has been converted from or to United States Dollars by the Borrower, be
taken into account as that United States Dollar amount.

           

          
            	
                    11.3

                  	
                    Maintenance

                  


          

           

          The
Cashflow Model will be maintained and updated regularly by the Agent, or, at the
request of the Agent, by the Borrower, until all of the Secured Moneys have been
unconditionally repaid in full.

           

          
            	
                    11.4

                  	
                    Update
      of Cashflow Model

                  


          

           

          In
addition to the Quarterly updates of the Cashflow Model described in clause 11.6 and without limiting the circumstances in which
the Agent may update the Cashflow Model, the Agent (acting on the instructions
of all Financiers and after discussions with the Borrower):

           

          
            	
                    (a)

                  	
                    may
      at any time update the Cashflow Model to reflect any changes determined by
      the Agent;

                  


          

           

          
            	
                    (b)

                  	
                    for
      the purposes of determining whether Project Completion has occurred, will
      immediately before the Anticipated Project Completion Date, update the
      Cashflow Model for the purpose of calculating the
  Ratios;

                  


          

           

          
            	
                    (c)

                  	
                    will
      on each Calculation Date, update the Cashflow Model for the purpose of
      enabling the Agent to calculate the Ratios on the Calculation
      Date;

                  


          

           

          
            	
                    (d)

                  	
                    may
      amend any updated Cashlow Model prepared by the Borrower (at the request
      of the Agent) to reflect any changes the Agent determines are required;
      and

                  


          

           

          
            	
                    (e)

                  	
                    may
      at any other time update the Cashflow Model to reflect any material
      changes in the technical assumptions or economic assumptions for the
      Cashflow Model, determined by the Agent in its absolute
      discretion.

                  


          

           

          
            	
                    11.5

                  	
                    Factors
      since commencement of production

                  


          

           

          Any
updating of the Cashflow Model under clause 11.4 or
11.6 will take into account:

           

          
            	
                    (a)

                  	
                    actual
      Revenue and Operating Costs; and

                  


          

           

          
            	
                    (b)

                  	
                    actual
      performance of the Project,

                  


          

           

          during
the term of the Facility.

           

          
            	
                    11.6

                  	
                    Delivery
      of updated Cashflow Model

                  


          

           

          A copy of
any updated Cashflow Model prepared by the Agent must be delivered by the Agent
to the Borrower and the Financiers promptly after each Calculation Date, and
where the Borrower has prepared any updated Cashflow Model at the request of the
Agent, the Borrower must deliver the Cashflow Model to the Agent and the
Financiers promptly after the relevant Quarterly Date.

           

          
            	
                    11.7

                  	
                    Determination
      is binding

                  


          

           

          
            	
                    (a)

                  	
                    The
      technical assumptions, economic assumptions and other terms of the
      Cashflow Model under this clause 11 will be
      determined by the Agent (acting on the instructions of all Financiers,
      acting reasonably), and, absent manifest error, a determination by the
      Agent (acting on the instructions of all Financiers, acting reasonably) is
      final and binding on the Transaction
Parties.

                  


          

           

          
            
              
              

            

            
              page
60

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (b)

                  	
                    The
      Agent (acting on the instructions of all Financiers) must hold discussions
      with the Borrower in good faith, on a periodic basis or whenever requested
      by the Borrower, regarding the terms of the Cashflow Model and any update
      or proposed update of the Cashflow Model, and the economic assumptions and
      technical assumptions to be used in the Cashflow
  Model.

                  


          

           

           

          
            
              	
                      12

                    	
                      Project
      Accounts

                    


            

            
              
                

              

            

          

           

          
            	
                    12.1

                  	
                    Establishment
      of Project Accounts

                  


          

           

          The
Borrower covenants and agrees with the Agent:

           

          
            	
                    (a)

                  	
                    to
      maintain the Proceeds Account;

                  


          

           

          
            	
                    (b)

                  	
                    to
      establish and maintain a United States Dollars denominated interest
      bearing account located in the United States of America in a place and
      with a bank or financial institution reasonably acceptable to the Agent,
      that account to be called the ‘Black Fox Project – Debt Service Reserve
      Account’;

                  


          

           

          
            	
                    (c)

                  	
                    to
      maintain each Project Account in the location and with the bank or
      financial institution at which that account was originally established and
      not change that account to another bank or financial institution without
      the Agent’s prior written consent;

                  


          

           

          
            	
                    (d)

                  	
                    to
      cause all interest and other earnings on a Project Account to be credited
      to the Proceeds Account; and

                  


          

           

          
            	
                    (e)

                  	
                    to
      deal with the amounts standing to the credit of a Project Account in
      accordance with this clause 12 and not
      otherwise.

                  


          

           

          
            	
                    12.2

                  	
                    Debt
      Service Reserve Account

                  


          

           

          
            	
                    (a)

                  	
                    The
      Borrower shall initially fund the Debt Service Reserve Account in
      accordance with clause 12.3(b)(8) by paying
      to the Debt Service Reserve Account by 30 September 2009 an amount at
      least equal to the Debt Service Reserve Amount applicable on that date,
      and must ensure that at all times thereafter that the credit balance of
      the Debt Service Reserve Account is at least equal to the then applicable
      Debt Service Reserve Amount.

                  


          

           

          
            	
                    (b)

                  	
                    On
      a Repayment Date (the ‘Relevant Repayment
      Date’), if the amount standing to the credit of the Debt Service
      Reserve Account exceeds the Debt Service Reserve Amount for the next
      occurring Repayment Date, that excess may, on the Relevant Repayment Date,
      at the request of the Borrower be paid into the Proceeds Account to be
      applied as at the Relevant Repayment Date in accordance with clauses 12.3(b) and 12.3(c).

                  


          

           

          
            	
                    (c)

                  	
                    If
      at any time the balance of the Debt Service Reserve Account exceeds the
      Principal Outstanding, the Borrower may apply the amount standing to the
      credit of the Debt Service Reserve Account to prepay the Principal
      Outstanding in full. Clause 3.6(d) will apply
      to any prepayment made.

                  


          

           

          
            	
                    12.3

                  	
                    Proceeds
      Account

                  


          

           

          
            	
                    (a)

                  	
                    The
      Borrower must deposit, or cause to be deposited, into the Proceeds
      Account:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    all
      Revenue;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    any
      other money received in connection with the Project (including proceeds of
      sales of assets and insurance proceeds) and for any purpose
      whatsoever;

                  


          

           

          
            
              
              

            

            
              page
61

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    all
      money transferred from the Debt Service Reserve Account in accordance with
      clause 12.2(b);

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    all
      proceeds of all equity raisings by the Borrower;
  and

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    the
      proceeds of all Funding Portions.

                  


          

           

          
            	
                    (b)

                  	
                    Subject
      to clause 12.3(c) and clause 12.4, all amounts deposited into the Proceeds
      Account must be applied in the following order of
  priority:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    first,
      to pay the Project Costs and Operating Costs incurred in accordance with
      the Cashflow Model, as and when those amounts fall due for
      payment;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    next,
      to pay any fees or Taxes payable to any Government Agency, and royalties
      payable to any Government Agency or any other Person, in respect of the
      Project, as and when those amounts fall due for
  payment;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    next,
      to pay the Project capital costs incurred in accordance with the Cashflow
      Model, as and when those amounts fall due for
  payment;

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    next,
      on each date for payment of money under each Financier Hedging Agreement,
      to pay money payable on that date under the Financier Hedging
      Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    next,
      on each Interest Payment Date, to pay interest to be paid by the Borrower
      under this agreement;

                  


          

           

          
            	
                     
      

                  	
                    (6)

                  	
                    next,
      on each Repayment Date, to pay the relevant Repayment Amount required to
      be paid by the Borrower under this
agreement;

                  


          

           

          
            	
                     
      

                  	
                    (7)

                  	
                    next,
      on each Repayment Date, to make any prepayment of the Facility required
      under clause 9.24(d);

                  


          

           

          
            	
                     
      

                  	
                    (8)

                  	
                    next,
      on each Repayment Date, to pay into the Debt Service Reserve Account in
      accordance with clause 12.2(a) the amounts
      that are required so that the amount standing to the credit of the Debt
      Service Reserve Account is the Debt Service Reserve Amount applicable at
      that time;

                  


          

           

          
            	
                     
      

                  	
                    (9)

                  	
                    next,
      on each Repayment Date, to make any mandatory prepayment of the Facility
      required under clause 3.7;

                  


          

           

          
            	
                     
      

                  	
                    (10)

                  	
                    next,
      to pay the amounts required to cover the corporate expenditures of the
      Borrower in accordance with the Corporate Budget, as and when those
      amounts fall due for payment; and

                  


          

           

          
            	
                     
      

                  	
                    (11)

                  	
                    finally,
      subject to clause 12.3(c) for the Borrower’s own corporate purposes as
      it thinks fit, including to:

                  


          

           

          
            	
                     
      

                  	
                    ·

                  	
                    make
      any other expenditure (including without limitation, general corporate
      expenditure and exploration expenditure);
or

                  


          

           

          
            	
                     
      

                  	
                    ·

                  	
                    make
      Distributions.

                  


          

           

          
            	
                    (c)

                  	
                    The
      Borrower must not make any withdrawal from the Proceeds Account under
      clause 12.3(b)(11) for any purpose
  unless:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    that
      withdrawal is made on a date which is within 5 Business Days after a
      Repayment Date;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    Project
      Completion has occurred;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    no
      Default or Review Event has occurred and is continuing, or would occur as
      a result of making that withdrawal;

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    the
      most recent Cashflow Model as provided under clause 2.1(h) shows that the values of the Ratios are
      projected to be equal to, or higher than, the values for the Ratios set
      out in clauses 9.24(a), 9.24(b) and 9.24(c)
      for the period up to the Final Repayment
Date;

                  


          

           

          
            
              
              

            

            
              page
62

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    the
      Net Worth is at least the Minimum Net Worth;
and

                  


          

           

          
            	
                     
      

                  	
                    (6)

                  	
                    there
      will be sufficient funds remaining in the Proceeds Account after that
      withdrawal, to pay the Operating Costs projected to be incurred in the
      month following the relevant Repayment Date, as set out in the Cashflow
      Model.

                  


          

           

          
            	
                    12.4

                  	
                    Limits
      on withdrawals

                  


          

           

          
            	
                    (a)

                  	
                    At
      all times, withdrawals from the Proceeds Account may only be made with the
      prior written approval of the Agent (acting on the instructions of all
      Financiers) or a Receiver appointed by the
  Agent.

                  


          

           

          
            	
                    (b)

                  	
                    Clause
      12.4(a) ceases
      to apply once the Agent has received the following in form and of
      substance satisfactory to all
Financiers:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    all
      Authorisations for phase 2 of the open pit for the Project;
      and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    an
      updated Cashflow Model which, among other things, incorporates a final
      mine plan for phase 2 of the open pit for the
  Project.

                  


          

           

          
            	
                    (c)

                  	
                    If
      an Event of Default has occurred and while it is continuing, withdrawals
      from a Project Account may only be made with the prior written approval of
      the Agent (acting on the instructions of all Financiers) or a Receiver
      appointed by the Agent.

                  


          

           

          
            	
                    (d)

                  	
                    If
      a Potential Event of Default or Review Event has occurred and while it is
      continuing, withdrawals from a Project Account may be made with the prior
      written approval of the Agent (that approval not to be unreasonably
      withheld or delayed).

                  


          

           

           

          
            
              	
                      13

                    	
                      Events
      of Default

                    


            

            
              
                

              

            

          

           

          
            	
                    13.1

                  	
                    Events
      of Default

                  


          

           

          It is an
Event of Default, whether or not it is within the control of a Transaction
Party, if:

           

          
            	
                    (a)

                  	
                    failure to pay: a
      Transaction Party fails to pay or repay any part of the Secured Moneys
      when due and payable by it;

                  


          

           

          
            	
                    (b)

                  	
                    non-remediable failure:
      a Transaction Party fails to perform any undertaking or obligation of it
      under any Transaction Document (other than as described in paragraph 13.1(a) and under paragraph 9.2(f)) and that failure is not in the opinion
      of the Agent (acting on the instructions of all Financiers)
      remediable;

                  


          

           

          
            	
                    (c)

                  	
                    remediable failure: the
      failure described in clause 13.1(b)
      (other than a failure to perform clauses 9.24(a) and 9.24(b)) is in the opinion of the Agent
      remediable, and the Transaction Party does not remedy the failure within
      10 Business
      Days after the Transaction Party becomes aware of that failure or receives
      a notice from the Agent specifying the failure (whichever occurs
      earliest);

                  


          

           

          
            	
                    (d)

                  	
                    Mining
      Rights:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    a
      Mining Right is terminated or otherwise ceases to be in full force and
      effect; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    a
      Mining Right is abandoned, terminated or otherwise determined in the
      opinion of the Agent (acting on the instructions of all Financiers) to be
      invalid or owned by a person other than the
  Borrower;

                  


          

           

          
            	
                    (e)

                  	
                    Ratios: having regard to
      the most recent Cashflow Model, at any Calculation
  Date:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      LLCR is less than 1.3:1;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      PLCR is less than 1.5:1;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    each
      DSCR is less than 1.15:1;

                  


          

           

          
            
              
              

            

            
              page
63

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    the
      Reserve Tail is less than 25%; and

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    the
      Current Ratio is less than 1.2:1;

                  


          

           

          
            	
                    (f)

                  	
                    Net Worth: the failure
      to comply with clause 9.24(c);

                  


          

           

          
            	
                    (g)

                  	
                    Project Documents: any
      party to a Project Document fails to perform or observe in any material
      respect any of its undertakings or obligations under a Project Document
      and that party does not remedy the failure within the grace period stated
      in the Project Document or, if no grace period is stated, within 15
      Business Days;

                  


          

           

          
            	
                    (h)

                  	
                    Authorisations: the
      Borrower fails to maintain and comply in all material respects with all
      applicable Authorisations that relate to the development, construction and
      operation of the Project;

                  


          

           

          
            	
                    (i)

                  	
                    abandonment: all or any
      material part of the Project is abandoned or placed on a ‘care and
      maintenance’ basis for more than 5 consecutive
  days;

                  


          

           

          
            	
                    (j)

                  	
                    destruction of Secured
      Property: all or a material part of its Secured Property is
      destroyed, lost or damaged beyond repair or proves to be materially
      defective in circumstances not covered fully by any insurance in favour of
      a Transaction Party;

                  


          

           

          
            	
                    (k)

                  	
                    expropriation: all or a
      material part of the Secured Property is seized, nationalised,
      compulsorily acquired or expropriated by, or by order of, a Government
      Agency or under any law or a Government Agency orders the sale, vesting or
      divesting of all or a material part of the Secured Property, or a
      restraint, restriction, prohibition, intervention, law, decree or other
      order of a Government Agency or any other matter or thing occurs which
      wholly or partially prevents or
hinders:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      performance by a Transaction Party of any of its obligations under a
      Document; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      construction, development or operation of the Project or the Project
      Assets;

                  


          

           

          
            	
                    (l)

                  	
                    misrepresentation: any
      representation or warranty or statement made, or taken to have been made,
      of a Transaction Party under or in connection with a Transaction Document
      is found to have been incorrect or misleading when made or repeated, or
      taken to have been made or repeated, unless rectified within 20 Business
      Days of that representation or warranty or statement having been made or
      taken to have been made;

                  


          

           

          
            	
                    (m)

                  	
                    acceleration of
      payments: a Transaction Party does anything which constitutes an
      event, whatever called, which causes or enables the acceleration of a
      payment to be made under a Document, or the enforcement or termination or
      rescission of a Document;

                  


          

           

          
            	
                    (n)

                  	
                    cross default: any
      Financial Indebtedness of a Transaction Party in an amount in excess of
      US$500,000:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    becomes
      due and payable, or becomes capable of being declared due and payable,
      before the scheduled date for payment;
or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    is
      not paid when due (after taking into account any applicable grace
      period);

                  


          

           

          
            	
                    (o)

                  	
                    Encumbrance: any
      Encumbrance is enforced, or becomes capable of being enforced, against a
      material asset of a Transaction
Party;

                  


          

           

          
            	
                    (p)

                  	
                    judgment: a judgment in
      an amount exceeding US$500,000 is obtained against a Transaction Party and
      that judgement has not been paid and satisfied, vacated, discharged,
      stayed or bonded pending appeal within 10 Business Days from
      the entry of that judgment;

                  


          

           

          
            	
                    (q)

                  	
                    execution: a distress,
      attachment, execution or other process of a Government Agency is issued
      against, levied or entered upon an asset of a Transaction Party in an
      amount exceeding US$500,000 and is not set aside or satisfied within
      10 Business Days;

                  


          

           

          
            	
                    (r)

                  	
                    winding up: any of the
      following occur:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    an
      application is made by a Person other than a Transaction Party, and is not
      withdrawn, dismissed, discontinued or set aside within 10 Business
      Days;

                  


          

           

          
            
              
              

            

            
              page
64

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    an
      application is made by a Transaction
Party;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    an
      order is made; or

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    a
      resolution is passed or any steps are taken to pass a
      resolution,

                  


          

           

          for the
winding up of any Transaction Party;

           

          
            	
                    (s)

                  	
                    administration, liquidation,
      receivership etc: any of the following
  occur:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    an
      administrator, liquidator, provisional liquidator, receiver, receiver and
      manager, official manager, trustee, monitor, controller or similar
      official is appointed, or any steps are taken to that appointment, except
      an application made to a court by a Person other than a Transaction Party
      for the purposes of appointing such a person which is disputed by a
      Transaction Party acting diligently and in good faith and dismissed within
      10 Business Days; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    a
      resolution to appoint an administrator, liquidator, provisional
      liquidator, receiver, receiver and manager, official manager, trustee,
      monitor, controller or similar official is passed, or any steps are taken
      to pass a resolution to that appointment, except an application made to a
      court by a Person other than a Transaction Party for the purposes of
      appointing such a person which is disputed by a Transaction Party acting
      diligently and in good faith and dismissed within 10 Business
      Days,

                  


          

           

          to a
Transaction Party or over the assets of a Transaction Party;

           

          
            	
                    (t)

                  	
                    deregistration: a
      Transaction Party is deregistered, or any steps are taken to deregister a
      Transaction Party under any applicable
law;

                  


          

           

          
            	
                    (u)

                  	
                    suspends payment: a
      Transaction Party suspends payment of its debts
  generally;

                  


          

           

          
            	
                    (v)

                  	
                    insolvency: a
      Transaction Party:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    commits
      an act of bankruptcy under the Bankruptcy and Insolvency Act
      (Canada), or makes an assignment of its property for the general
      benefit of its creditor under the Bankruptcy and Insolvency Act
      (Canada), or makes a proposal (or files a notice of its intention
      to do so), under the Bankruptcy and Insolvency Act
      (Canada);

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    is
      unable to pay its debts when they are
due;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    states
      that it is insolvent or unable to pay its debts when they are due;
      or

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    is
      presumed to be insolvent or becomes insolvent under administration as
      defined or recognised under any applicable law, or action is taken which
      could result in those events;

                  


          

           

          
            	
                    (w)

                  	
                    arrangements: a
      Transaction Party enters into or resolves to enter into any arrangement,
      composition or compromise with, or assignment for the benefit of, any of
      its creditors;

                  


          

           

          
            	
                    (x)

                  	
                    reorganisation: a Transaction
      Party implements a merger, demerger or scheme of arrangement with any
      person where the Transaction Party would not be the surviving
      party;

                  


          

           

          
            	
                    (y)

                  	
                    amendment of constituent
      documents: the memorandum and articles of association, constitution
      or other constating documents (including a by-law) of a Transaction Party
      are amended in a manner that has, or is reasonably likely to have, a
      Material Adverse Effect;

                  


          

           

          
            	
                    (z)

                  	
                    ceasing business: a
      Transaction Party ceases to carry on
business;

                  


          

           

          
            	
                    (aa)

                  	
                    de-listing on TSX / reporting
      issuer status: except with the prior written consent of the Agent
      (acting on the instructions of all Financiers), the Borrower ceases to
      have its ordinary shares listed for trading on the TSX or ceases to be a
      reporting issuer under the Securities Laws of any province of Canada
      (other than Quebec);

                  


          

           

          
            
              
              

            

            
              page
65

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (bb)

                  	
                    de-listing on the AMEX:
      except with the prior written consent of the Agent (acting on the
      instructions of all Financiers), the Borrower ceases to have its ordinary
      shares listed for trading on the
AMEX;

                  


          

           

          
            	
                    (cc)

                  	
                    unenforceability:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    a material provision of a
      Document is illegal, void, voidable or
  unenforceable;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    any
      person becomes entitled to terminate, rescind or avoid any material
      provision of any Document; or

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    the
      execution, delivery or performance of a Document by a Transaction Party
      breaches or results in a contravention of any
  law;

                  


          

           

          
            	
                    (dd)

                  	
                    Material Adverse Effect:
      any event occurs which has or is reasonably likely to have a Material
      Adverse Effect; or

                  


          

           

          
            	
                    (ee)

                  	
                    jurisdictional
      equivalent: anything analogous
      or having a substantially similar effect to any of the events specified in
      clauses 13.1(r), 13.1(s), 13.1(t),
      13.1(u), 13.1(v), 13.1(w) or
      13.1(x) happens under the law of any
      applicable jurisdiction.

                  


          

           

          
            	
                    13.2

                  	
                    Effect
      of Event of Default

                  


          

           

          
            	
                    (a)

                  	
                    If
      an Event of Default occurs the Agent may, at any time after its occurrence
      by notice to the Borrower declare
that:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Secured Moneys are immediately due and payable;
  or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      Commitment is cancelled,

                  


          

           

          or make
each of the declarations under clauses 13.2(a)(1) and 13.2(a)(2).

           

          
            	
                    (b)

                  	
                    The
      Borrower must immediately repay the Secured Moneys on receipt of a notice
      under clause 13.2(a)(1).

                  


          

           

          
            	
                    13.3

                  	
                    Transaction
      Parties to continue to perform

                  


          

           

          
            	
                    (a)

                  	
                    If
      the Agent makes a declaration under clause 13.2 or a gives a notice under clause 13.5(d):

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      declaration or notice does not affect the obligations of a Transaction
      Party under the Transaction Documents;
and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    each
      Transaction Party must continue to perform its obligations under the
      Transaction Documents as if the declaration had not been made or the
      notice had not been given, subject to any directions given by a Finance
      Party under any Transaction
Document.

                  


          

           

          
            	
                    (b)

                  	
                    Clause 13.3(a) does not affect the Borrower’s
      obligations under clause 13.2.

                  


          

           

          
            	
                    13.4

                  	
                    Enforcement

                  


          

           

          
            	
                    (a)

                  	
                    The
      Transaction Documents may be enforced without notice to a Transaction
      Party or any other person even if:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    a
      Finance Party accepts any part of the Secured Moneys after an Event of
      Default; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    there
      has been any other Event of
Default.

                  


          

           

          
            	
                    (b)

                  	
                    No
      Finance Party is liable to any Transaction Party for any Loss a
      Transaction Party may suffer, incur or be liable for arising out of or in
      connection with a Finance Party exercising any Power, except as a result
      of the gross negligence or wilful misconduct of a Finance Party, or to the
      extent specifically set out in a Transaction
  Document.

                  


          

           

          
            
              
              

            

            
              page
66

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    13.5

                  	
                    Review
      event

                  


          

           

          
            	
                    (a)

                  	
                    It
      is a review event if:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    there
      is a change in Control;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    any
      Ratio is below the value set out for that Ratio in clauses 9.24(a) and 9.24(b), or the Net Worth is less than the
      Minimum Net Worth at any Quarterly
Date;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    the
      Project Completion Date has not occurred by 31 October
    2009;

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    at
      the end of a calendar month, production of Product for the 3 month period
      ending on that date is less than 80% of production projected in the
      Cashflow Model for that period; or

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    at
      the end of a calendar month, Operating Costs for the 3 month period ending
      on that date is greater than 120% of Operating Costs projected in the
      Cashflow Model for that period.

                  


          

           

          
            	
                    (b)

                  	
                    Each
      Transaction Party must notify the Agent and all Financiers as soon as it
      becomes aware of the occurrence of a Review
  Event.

                  


          

           

          
            	
                    (c)

                  	
                    The
      Financiers may review the Facility for a period of 30 days from the date
      on which the Agent receives a notice under clause 13.5(b) or becomes aware of the occurrence of a
      Review Event.

                  


          

           

          
            	
                    (d)

                  	
                    If
      the Financiers decide that they do not wish to continue to provide the
      Facility following the occurrence of a Review Event, they must give
      written notice to that effect to the Borrower within the 30 day review
      period referred to in clause 13.5(c). The
      notice must state a date (not earlier than the earlier of 90 days from the
      date of the service of the notice or the Repayment Date) by
      which:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Secured Moneys must be paid in full, and the Borrower must pay the Secured
      Moneys to the Agent in full on the date nominated in the notice;
      and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    all
      hedging transactions under the Financier Hedging Agreements will be closed
      out in accordance with the relevant Financier Hedging Agreement (as though
      a ‘Termination Event’ had then occurred and the Borrower were the
      ‘Affected Party’ (each as defined in the relevant Financier Hedging
      Agreement)).

                  


          

           

           

          
            
              	
                      14

                    	
                      Increased
      costs and illegality 

                    


            

            
              
                

              

            

          

           

          
            	
                    14.1

                  	
                    Increased
      costs

                  


          

           

          
            	
                    (a)

                  	
                    If
      a Financier determines that any Change in Law affecting it or any of its
      Holding Companies directly or
indirectly:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    increases
      the effective cost to that Financier of performing its obligations under
      the Transaction Documents or funding or maintaining the Commitment or its
      Pro Rata Share of the Principal
Outstanding;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    reduces
      any amount received or receivable by that Financier under the Transaction
      Documents; or

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    in
      any other way reduces the effective return to the Financier or any
      Affiliate under the Transaction Documents or the overall return on capital
      of the Financier or any Affiliate,

                  


          

           

          (each an
Increased Cost), the
Borrower must pay to the Financier on demand compensation for the Increased Cost
to the extent attributed by the Financier or Affiliate (using the methods it
considers appropriate) to the Financier’s obligations under the Transaction
Documents or the funding or maintenance of the Commitment or its Pro Rata Share
of the Principal Outstanding.

           

          
            
              
              

            

            
              page
67

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (b)

                  	
                    A
      claim under clause 14.1(a) in the absence
      of manifest error, is sufficient evidence of the amount to which the
      Finance Party is entitled under clause 14.1(a) unless the contrary is
      proved.

                  


          

           

          
            	
                    (c)

                  	
                    If
      the Borrower receives a demand from a Financier under clause 14.1(a), the Borrower may, by written notice to
      the Agent on or before the date which is 20 Business Days after the
      date of that demand, cancel the Commitment and prepay the Secured Moneys
      of that Financier in full.

                  


          

           

          
            	
                    (d)

                  	
                    A
      notice under clause 14.1(c) is
      irrevocable and the Borrower must, on the date which is 40 Business
      Days after the date that the notice is given, pay to the Agent on account
      of the Financier the Secured Moneys in
full.

                  


          

           

          
            	
                    14.2

                  	
                    Illegality

                  


          

           

          
            	
                    (a)

                  	
                    If
      any Change in Law or other event makes it illegal for a Financier to
      perform its obligations under the Transaction Documents or fund or
      maintain the Commitment, the Financier may by notice to the
      Borrower:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    suspend
      its obligations under the Transaction Documents for the duration of the
      illegality; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    by
      notice to the Borrower, cancel the Commitment and require the Borrower to
      repay the Secured Moneys in full on the date which is 40 Business
      Days after the date on which the Financier gives the notice or any earlier
      date required by, or to comply with, the applicable
  law.

                  


          

           

          
            	
                    (b)

                  	
                    A
      notice under clause 14.2(a)(2) is
      irrevocable and the Borrower must, on the repayment date determined under
      clause 14.2(a)(2), pay to the Agent on
      account of a Financier the Secured Moneys in
  full.

                  


          

           

          
            	
                    (c)

                  	
                    If
      any Change in Law or other event that makes it illegal for a Financier to
      perform its obligation under a Financier Hedging Agreement is a
      Termination Event under that Financier Hedging Agreement, then the
      provisions of the relevant Financier Hedging Agreement will apply with
      respect to that Termination Event, and this clause 14.2(c) will not
      apply.

                  


          

           

          
            	
                    14.3

                  	
                    Reduction
      of Commitment

                  


          

           

          The
Commitment of a Financier is reduced by its Pro Rata Share of any amount of
Secured Moneys paid under this clause 14 and
accordingly an amount paid under this clause 14 may
not be redrawn.

          
            


             

            
              	
                      15

                    	
                      Indemnities
      and Break Costs

                    


            

            
              
                

              

            

          

           

          
            	
                    15.1

                  	
                    General
      indemnity

                  


          

           

          
            	
                    (a)

                  	
                    Each
      Transaction Party indemnifies each Finance Party against any Loss which
      that Finance Party, a Receiver (whether acting as agent of the Borrower or
      of a Finance Party) or an Attorney pays, suffers, incurs or is liable for,
      in respect of any of the following:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    a
      Funding Portion required by a Funding Notice not being made for any reason
      including any failure by a Transaction Party to fulfil any condition
      precedent contained in clause 2, but
      excluding any default by that Finance
Party;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      occurrence of any Default or Review
Event;

                  


          

           

          
            
              
              

            

            
              page
68

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    a
      Finance Party exercising its Powers consequent upon or arising out of the
      occurrence of any Default or Review
Event;

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    the
      non-exercise, attempted exercise, exercise or delay in the exercise of any
      Power;

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    any
      act or omission of a Security Provider or any of its employees or
      agents;

                  


          

           

          
            	
                     
      

                  	
                    (6)

                  	
                    the
      occupation, use or ownership of any Secured Property by a Security
      Provider or any of its employees or
agents;

                  


          

           

          
            	
                     
      

                  	
                    (7)

                  	
                    any
      workers’ compensation claim by any employee of a Security
      Provider;

                  


          

           

          
            	
                     
      

                  	
                    (8)

                  	
                    any
      insurance policy in respect of all
property;

                  


          

           

          
            	
                     
      

                  	
                    (9)

                  	
                    any
      compulsory acquisition or statutory or judicial divestiture of Secured
      Property;

                  


          

           

          
            	
                     
      

                  	
                    (10)

                  	
                    any
      other thing in respect of a Security or any property;
  and

                  


          

           

          
            	
                     
      

                  	
                    (11)

                  	
                    any
      payment made by a Financier to the Agent to indemnify the Agent for a Loss
      the Agent pays, suffers, incurs or is liable for in acting as
      Agent.

                  


          

           

          
            	
                    (b)

                  	
                    The
      indemnity in clause 15.1(a),
      includes:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      amount determined by a Finance Party as being incurred by reason of the
      liquidation or re-employment of deposits or other funds acquired or
      contracted for by the Finance Party to fund or maintain the Commitment;
      and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    loss
      of margin,

                  


          

           

          but does
not include any loss arising from the gross negligence or wilful misconduct of a
Finance Party.

           

          
            	
                    15.2

                  	
                    Break
      Costs

                  


          

           

          The
Borrower must, within 3 Business Days of demand by the Agent, pay to the
Agent for the account of each Finance Party its Break Costs attributable to all
or any part of a Funding Portion being prepaid or repaid by the Borrower on a
day other than the last day of the Interest Period for that Funding
Portion.

           

          
            	
                    15.3

                  	
                    Foreign
      currency indemnity

                  


          

           

          If, at
any time:

           

          
            	
                    (a)

                  	
                    a
      Finance Party, a Receiver or an Attorney receives or recovers any amount
      payable by a Transaction Party
including:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    under
      any judgment or order of any Government
Agency;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    for
      any breach of any Transaction
Document;

                  


          

           

           

          
            	
                     

                  	
                    (3)

                  	
                    on
      the liquidation or bankruptcy of the Transaction Party or any proof or
      claim in that liquidation or bankruptcy;
or

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    any
      other thing into which the obligations of the Transaction Party may have
      become merged; and

                  


          

           

          
            	
                    (b)

                  	
                    the
      Payment Currency is not the Relevant
Currency,

                  


          

           

          the
Borrower indemnifies each Finance Party, Receiver or Attorney against any
shortfall between the amount payable in the Relevant Currency and the amount
actually or notionally received or recovered by each Finance Party, Receiver or
Attorney after the Payment Currency is converted or translated into the Relevant
Currency under clause 15.4.

           

          
            
              
              

            

            
              page
69

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    15.4

                  	
                    Conversion
      of currencies

                  


          

           

          In making
any currency conversion under clause 15.3, a
Finance Party, Receiver or Attorney may itself or through its bankers purchase
one currency with another, whether or not through an intermediate currency,
whether spot or forward, in the manner and amounts and at the times it thinks
fit.

           

          
            	
                    15.5

                  	
                    Continuing
      indemnities and evidence of Loss

                  


          

           

          
            	
                    (a)

                  	
                    Each
      indemnity of a Transaction Party in a Transaction Document is a continuing
      obligation of the Transaction Party,
despite:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    any
      settlement of account; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      occurrence of any other thing,

                  


          

           

          and
remains in full force and effect until:

           

          
            	
                     
      

                  	
                    (3)

                  	
                    the
      Secured Moneys are fully and finally repaid;
and

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    each
      Security has been finally
discharged.

                  


          

           

          
            	
                    (b)

                  	
                    Each
      indemnity of a Transaction Party in a Transaction Document is an
      additional, separate and independent obligation of a Transaction Party and
      no one indemnity limits the general nature of any other
      indemnity.

                  


          

           

          
            	
                    (c)

                  	
                    Each
      indemnity of a Transaction Party in a Transaction Document survives the
      termination of any Transaction
Document.

                  


          

           

          
            	
                    (d)

                  	
                    A
      certificate given by an Officer of a Finance Party detailing the amount of
      any Loss covered by any indemnity in a Transaction Document is sufficient
      evidence unless the contrary is
proved.

                  


          

          
 

          
            
              	
                      16

                    	
                      Fees,
      Tax, costs and expenses

                    


            

            
              
                

              

            

          

           

          
            	
                    16.1

                  	
                    Arrangement
      fee

                  


          

           

          The
Borrower must, on or before the date that the first Funding Portion is provided
under clause 5.1, pay a non-refundable and
non-rebateable arrangement fee of the following amounts to the relevant
Financier:

           

          
            	
                    (a)

                  	
                    US$2,311,955
      to Macquarie Bank Limited; and

                  


          

           

          
            	
                    (b)

                  	
                    US$1,153,596
      to RMB Australia Holdings Limited.

                  


          

           

          
            	
                    16.2

                  	
                    Commitment
      fee

                  


          

           

          The
Borrower must pay the Financiers a non-refundable commitment fee equal to 1.00%
per annum calculated on a daily basis on the average monthly balance of the
Undrawn Commitment on the basis of a 360 day year and for the actual number of
days elapsed. The commitment fee is to commence on the date the conditions
precedent in clause 2.1 are satisfied and is to be
paid in arrears on each subsequent Quarterly Date and on the last day of the
Availability Period.

           

          
            	
                    16.3

                  	
                    Tax

                  


          

           

          
            	
                    (a)

                  	
                    The
      Borrower must pay any Tax, other than an Excluded Tax in respect of any
      Finance Party, which is payable in respect of a Transaction Document
      (including in respect of the execution, delivery, performance, release,
      discharge, amendment or enforcement of a Transaction
      Document).

                  


          

           

          
            
              
              

            

            
              page
70

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (b)

                  	
                    The
      Borrower must pay any fine, penalty, interest or other cost in respect of
      a failure to pay any Tax described in clause 16.3(a) except to the extent that the fine,
      penalty, interest or other cost is caused by the Agent’s failure to lodge
      money received from the Borrower within 5 Business Days before the
      due date for lodgement.

                  


          

           

          
            	
                    (c)

                  	
                    The
      Borrower indemnifies each Finance Party against any amount payable under
      clause 16.3(a) or 16.3(b).

                  


          

           

          
            	
                    16.4

                  	
                    Costs
      and expenses

                  


          

           

          The
Borrower must pay all costs and expenses of each Finance Party in relation
to:

           

          
            	
                    (a)

                  	
                    the
      negotiation, preparation, execution, delivery, stamping, registration,
      completion, variation and discharge of any Transaction
      Document;

                  


          

           

          
            	
                    (b)

                  	
                    the
      enforcement, protection or waiver of any rights under any Transaction
      Document;

                  


          

           

          
            	
                    (c)

                  	
                    the
      consent or approval of a Finance Party given under any Transaction
      Document; 

                  


          

           

          
            	
                    (d)

                  	
                    any
      enquiry by a Government Agency involving the
  Borrower;

                  


          

           

          
            	
                    (e)

                  	
                    one
      site visit per year by the representatives of the Finance Parties under
      clause 9.2(c);

                  


          

           

          
            	
                    (f)

                  	
                    any
      site visits by the representatives of the Finance Parties on the
      occurrence of:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    in
      the opinion of the Financiers, a material change in the Project
      development activities contemplated by the Cashflow Model;
    and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    a
      Default; and

                  


          

           

          
            	
                    (g)

                  	
                    any
      administration costs of each Finance Party in relation to the matters
      described in clause 16.4(c) or 16.4(d).

                  


          

           

          
            	
                    (h)

                  	
                    any
      legal costs and expenses and any professional consultant’s fees, including
      the Independent Technical Consultant, on a full indemnity
      basis.

                  


          

           

           

          
            
              	
                      17

                    	
                      Interest
      on overdue amounts

                    


            

            
              
                

              

            

          

           

          
            	
                    17.1

                  	
                    Payment
      of interest

                  


          

           

          Each
Transaction Party must pay interest on:

           

          
            	
                    (a)

                  	
                    any
      of the Secured Moneys due and payable by it, but unpaid;
    and

                  


          

           

          
            	
                    (b)

                  	
                    any
      interest payable but unpaid under this clause 17.

                  


          

           

          
            	
                    17.2

                  	
                    Accrual
      of interest

                  


          

           

          The
interest payable under this clause 17:

           

          
            	
                    (a)

                  	
                    accrues
      from day to day from and including the due date for payment up to the
      actual date of payment, before and, as an additional and independent
      obligation, after any judgment or other thing into which the liability to
      pay the Secured Moneys becomes merged;
and

                  


          

           

          
            	
                    (b)

                  	
                    may
      be capitalised at monthly
intervals.

                  


          

           

          
            	
                    17.3

                  	
                    Rate
      of interest

                  


          

           

          The rate
of interest payable under this clause 17 on any
part of the Secured Moneys is the higher of:

           

          
            	
                    (a)

                  	
                    the
      Overdue Rate determined by the
Agent:

                  


          

           

          
            
              
              

            

            
              page
71

              
                

              

            

            
              
              

            

            

          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    on
      the date that part of the Secured Moneys becomes due and payable but is
      unpaid; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    on
      each date which is 1 month after the immediately preceding date on
      which the Overdue Rate was determined under this clause 17.3(a);
and

                  


          

           

          
            	
                    (b)

                  	
                    the
      rate fixed or payable under a judgment or other thing referred to in
      clause 17.2(a).

                  


          

           

           

          
            
              	
                      18

                    	
                      Relations
      between Agent and Financiers

                    


            

            
              
                

              

            

          

           

          
            	
                    18.1

                  	
                    Appointment
      of Agent

                  


          

           

          Each
Financier appoints the Agent to act as its agent under the Transaction Documents
and authorises the Agent to do the following on its behalf:

           

          
            	
                    (a)

                  	
                    amend
      or waive compliance with any provision of the Transaction Documents in
      accordance with the Transaction Documents (including clause 18.5);

                  


          

           

          
            	
                    (b)

                  	
                    all
      things which the Transaction Documents expressly require the Agent to do,
      or contemplate are to be done by the Agent, on behalf of the Financiers;
      and

                  


          

           

          
            	
                    (c)

                  	
                    all
      things which are incidental or ancillary to the Powers of the Agent
      described in clauses 18.1(a) or (b).

                  


          

           

          
            	
                    18.2

                  	
                    Agent’s
      capacity

                  


          

           

          The
Agent:

           

          
            	
                    (a)

                  	
                    if
      it acts in its capacity as a Financier, has the same obligations and
      Powers under each Transaction Document as any other Financier as though it
      were not acting as the Agent; and

                  


          

           

          
            	
                    (b)

                  	
                    may
      engage in banking or business activities with any Transaction Party which
      are not related to the Facility without having to notify or account to the
      Financiers.

                  


          

           

          
            	
                    18.3

                  	
                    Agent’s
      obligations

                  


          

           

          
            	
                    (a)

                  	
                    The
      Agent has only those duties and obligations which are expressly specified
      in the Transaction Documents.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Agent is not required to:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    keep
      itself informed as to the affairs of any Transaction Party or its
      compliance with any Transaction Document;
or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    review
      or check the accuracy or completeness of any document or information it
      forwards to any Financier or other
person.

                  


          

           

          
            	
                    18.4

                  	
                    Agent’s
      powers

                  


          

           

          
            	
                    (a)

                  	
                    Except
      as specifically set out in the Transaction Documents (including
      clause 18.5), the Agent may exercise its
      Powers under the Transaction
Documents:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    as
      it thinks fit in the best interests of the Financiers;
  and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    without
      consulting with or seeking the instructions of all
    Financiers.

                  


          

           

          
            	
                    (b)

                  	
                    The
      exercise by the Agent of any Power in accordance with this clause 18 binds all of the
  Financiers.

                  


          

           

          
            
              
              

            

            
              page
72

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    18.5

                  	
                    Instructions
      to Agent

                  


          

           

          The
Agent:

           

          
            	
                    (a)

                  	
                    must
      exercise its Powers in accordance with any instructions given to it by the
      Majority Financiers;

                  


          

           

          
            	
                    (b)

                  	
                    must
      not amend or waive any provision of a Transaction Document which has the
      effect of:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    increasing
      the obligations of any Financier;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    changing
      the terms of payment of any amounts payable under the Transaction
      Documents;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    changing
      the manner in which those payments are to be
  applied;

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    increasing
      the Commitment; or

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    changing
      the definition of Majority
Financiers,

                  


          

           

          without
the consent of all of the Financiers;

           

          
            	
                    (c)

                  	
                    must
      not amend or waive any other provision of any Transaction Document without
      the consent of all the Financiers unless the Agent is satisfied that the
      amendment is made to correct a manifest error or an error of a formal or
      technical nature only;

                  


          

           

          
            	
                    (d)

                  	
                    must
      not otherwise exercise any Power which the Transaction Documents specify
      are to be exercised with the consent or in accordance with the
      instructions of the Majority Financiers or all Financiers (as the case may
      be) or amend any such requirement, except with that consent or in
      accordance with those instructions;
and

                  


          

           

          
            	
                    (e)

                  	
                    may
      refrain from acting, whether in accordance with the instructions of all
      the Financiers or otherwise, until it has received security for any amount
      it reasonably believes may become payable to it by the Financiers under
      clause 18.11.

                  


          

           

          
            	
                    18.6

                  	
                    Assumptions
      as to authority

                  


          

           

          Each
Transaction Party may assume, without inquiry, that any action of the Agent
under the Transaction Documents is in accordance with any required
authorisations, consents or instructions from all Financiers.

           

          
            	
                    18.7

                  	
                    Agent’s
      liability

                  


          

           

          Neither
the Agent nor any Associate of the Agent nor any of their respective directors,
officers, employees, agents or successors is responsible to the Financiers or a
Transaction Party for:

           

          
            	
                    (a)

                  	
                    any
      recitals, statements, representations or warranties contained in any
      Transaction Document, or in any certificate or other document referred to
      or provided for in, or received by any of them under, any Transaction
      Document;

                  


          

           

          
            	
                    (b)

                  	
                    the
      value, validity, effectiveness, genuineness, enforceability or sufficiency
      of any Transaction Document (other than as against the Agent) or any other
      certificate or document referred to or provided for in, or received by any
      of them under, any Transaction
Document;

                  


          

           

          
            	
                    (c)

                  	
                    any
      failure by a Transaction Party or any Financier to perform its obligations
      under any Transaction Document; or

                  


          

           

          
            	
                    (d)

                  	
                    any
      action taken or omitted to be taken by it or them under any Transaction
      Document or in connection with any Transaction Document except in the case
      of its or their own fraud or wilful misconduct or gross negligence.

                  


          

           

          
            
              
              

            

            
              page
73

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    18.8

                  	
                    Delegation

                  


          

           

          The Agent
may employ agents and attorneys.

           

          
            	
                    18.9

                  	
                    Agent
      entitled to rely

                  


          

           

          The Agent
may rely on:

           

          
            	
                    (a)

                  	
                    any
      certificate, communication, notice or other document (including any
      facsimile transmission or telegram) it believes to be genuine and correct
      and to have been signed or sent by or on behalf of the proper person or
      persons; and

                  


          

           

          
            	
                    (b)

                  	
                    advice
      and statements of solicitors, independent accountants and other experts
      selected by the Agent with reasonable
care.

                  


          

           

          
            
              	
                      18.10         
        

                    	
                      Provision
      of information

                    


            

          

          
            	
                    (a)

                  	
                    The
      Agent must forward to each
Financier:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    notice
      of the occurrence of any Default promptly after the Agent becomes actually
      aware of it; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    a
      copy of each report, notice or other document promptly after the Agent
      receives it from a Transaction Party under any Transaction
      Document.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Agent is not to be regarded as being actually aware of the occurrence of a
      Default unless the Agent:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    is
      actually aware that any payment due by a Transaction Party under the
      Transaction Documents has not been made;
or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    has
      received notice from a Financier or a Transaction Party stating that a
      Default has occurred describing the same and stating that the notice is a
      ‘Default
      Notice’.

                  


          

           

          
            	
                    (c)

                  	
                    If
      the Agent receives a Default Notice the Agent may treat that Default as
      continuing until it has received a further Default Notice from the party
      giving the original notice stating that the Default is no longer
      continuing and the Agent is entitled to rely on that second notice for all
      purposes under the Transaction
Documents.

                  


          

           

          
            	
                    (d)

                  	
                    The
      Agent is not to be regarded as having received any report, notice or other
      document or information unless it has been given to it in accordance with
      clause 21.3.

                  


          

           

          
            	
                    (e)

                  	
                    Except
      as specified in clause 18.10(a) and as otherwise expressly required by the
      Transaction Documents, the Agent has no duty or responsibility to provide
      any Financier with any information concerning the affairs of any
      Transaction Party or other person which may come into the Agent’s
      possession.

                  


          

           

          
            	
                    (f)

                  	
                    Nothing
      in any Transaction Document obliges the Agent to disclose any information
      relating to any Transaction Party or other person if the disclosure would
      constitute a breach of any law, duty of secrecy or duty of
      confidentiality.

                  


          

           

          
            	
                    18.11

                  	
                    Indemnity
      by Financiers

                  


          

           

          
            	
                    (a)

                  	
                    The
      Financiers severally indemnify the Agent (to the extent not reimbursed by
      any Transaction Party) in their Pro Rata Shares against any Loss which the
      Agent pays, suffers, incurs or is liable for in acting as Agent, except to
      the extent attributable to the Agent’s fraud, wilful misconduct or gross
      negligence.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Financiers will not take any action or suit or make any claim against the
      Agent in respect of any Loss paid, suffered or incurred by the Financiers
      as a result of the Agent’s action, except to the extent the Loss was
      attributable to the Agent’s fraud, wilful misconduct or gross
      negligence.

                  


          

           

          
            
              
              

            

            
              page
74

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    18.12

                  	
                    Independent
      appraisal by Financiers

                  


          

           

          Each
Financier acknowledges that it has made and must continue to make, independently
and without reliance on the Agent or any other Financier, and based on the
documents and information it considers appropriate, its own investigation into
and appraisal of:

           

          
            	
                    (a)

                  	
                    the
      affairs of each Transaction Party;

                  


          

           

          
            	
                    (b)

                  	
                    the
      accuracy and sufficiency of any information on which it has relied in
      connection with its entry into the Transaction Documents;
    and

                  


          

           

          
            	
                    (c)

                  	
                    the
      legality, validity, effectiveness, enforceability and sufficiency of each
      Transaction Document.

                  


          

           

          
            	
                    18.13

                  	
                    Resignation
      and removal of Agent

                  


          

           

          
            	
                    (a)

                  	
                    The
      Agent may, by notice to the Borrower and the Financiers, resign at any
      time and the Majority Financiers may, by notice to the Borrower and the
      Agent, remove the Agent from office. The resignation or removal of the
      Agent takes effect on appointment of a successor Agent in accordance with
      this clause 18.13.

                  


          

           

          
            	
                    (b)

                  	
                    When
      a notice of resignation or removal is given, the Financiers may appoint a
      successor Agent. If no successor Agent is appointed within
      20 Business Days, the Agent (acting on the instructions of the
      Majority Financiers) may appoint a successor
  Agent.

                  


          

           

          
            	
                    (c)

                  	
                    When
      a successor Agent is appointed, and executes an undertaking to be bound as
      successor Agent under the Transaction Documents, the successor Agent
      succeeds to and becomes vested with all the Powers and duties of the
      retiring Agent, and the retiring Agent is discharged from its duties and
      obligations under the Transaction
Documents.

                  


          

           

          
            	
                    (d)

                  	
                    After
      any retiring Agent’s resignation or removal, this agreement continues in
      effect in respect of any actions which the Agent took or omitted to take
      while acting as the Agent.

                  


          

           

          
            	
                    18.14

                  	
                    Institution
      of actions by Financiers

                  


          

           

          
            	
                    (a)

                  	
                    A
      Financier must not institute any legal proceedings against a Transaction
      Party to recover amounts owing to it under the Transaction Documents,
      without giving the Agent and each other Financier a reasonable opportunity
      to join in the proceedings or agree to share the costs of the
      proceedings.

                  


          

           

          
            	
                    (b)

                  	
                    If
      a Financier does not join in an action against a Transaction Party or does
      not agree to share in the costs of the action (having been given a
      reasonable opportunity to do so by the Finance Party bringing the action),
      it is not entitled to share in any amount recovered by the action until
      all the Finance Parties who did join in the action or agree to share the
      costs of the action have received in full all money payable to them under
      the Transaction Documents.

                  


          

           

          
            	
                    18.15

                  	
                    Identity
      of Financiers

                  


          

           

          
            	
                    (a)

                  	
                    A
      Financier must notify the Agent of any assignment or novation of that
      Financier’s rights or obligations under any Transaction Document in
      accordance with clause 19.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Agent may treat each Financier as the absolute legal and beneficial holder
      of its rights under the Transaction Documents for all purposes, despite
      any notice to the contrary, unless otherwise required by
    law.

                  


          

           

          
            
              
              

            

            
              page
75

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    18.16

                  	
                    Electronic
      transmission of notices

                  


          

           

          Commencing
on a date to be determined by the Agent and notified to the other parties to
this agreement, notices, requests, demands, consents, approvals, agreements or
other communications to or by the Agent under the Transaction
Documents:

           

           

          
            	
                    (a)

                  	
                    may
      be given by means of a secure website established by the Agent, access to
      which is restricted to the parties to the Transaction Documents (and,
      where applicable, their financial and legal advisers);
  and

                  


          

           

          
            	
                    (b)

                  	
                    will
      be taken to be given or made on:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    a
      notice being posted on the secure website;
and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    receipt
      by the Agent of a delivery receipt in respect of an e-mail the Agent has
      sent to the relevant party’s nominated email address (as notified to the
      Agent at least 5 days before any e-mail is sent by the Agent or
      notice posted on the secure website) advising that the notice has become
      available on the secure website.

                  


          

           

           

          
            
              	
                      19

                    	
                      Assignment

                    


            

            
              
                

              

            

          

           

          
            	
                    19.1

                  	
                    Assignment
      by Transaction Party

                  


          

           

          
            	
                    (a)

                  	
                    A
      Transaction Party must not assign or novate any of its rights or
      obligations under a Transaction Document (other than a Financier Hedging
      Agreement) without the prior written consent of all of the
      Financiers.

                  


          

           

          
            	
                    (b)

                  	
                    A
      Transaction Party must not assign or novate any of its rights or
      obligations under a Hedging Agreement without the prior consent of the
      relevant Financier.

                  


          

           

          
            	
                    (c)

                  	
                    A
      Transaction Party must not assign or novate any of its rights or
      obligations under a -Hedging Agreement (other than a Financier Hedging
      Agreement) without the prior consent of all
  Financiers.

                  


          

           

          
            	
                    19.2

                  	
                    Assignment
      by Finance Party

                  


          

           

          A Finance
Party may assign or novate any of its rights and obligations under a Transaction
Document to any person without the consent of the Transaction Parties or the
Financiers if:

           

          
            	
                    (a)

                  	
                    any
      necessary prior Authorisation is
obtained;

                  


          

           

          
            	
                    (b)

                  	
                    the
      assignment or novation is to a person in the RMB group of companies or the
      Macquarie group of companies (as applicable) (which term includes any
      person, partnership or corporate entity in that group) or, after
      consultation with the Borrower, to a reputable bank or financial
      institution or to a combination of reputable banks and financial
      institutions; 

                  


          

           

          
            	
                    (c)

                  	
                    it
      notifies the Agent and the Borrower;
and

                  


          

           

          
            	
                    (d)

                  	
                    it
      has given each Financier notice of the terms of the proposed assignment or
      novation, and no other Financier has elected to acquire the relevant
      rights and obligations on those terms within 10 Business Days of receiving
      that notice. If one or more Financiers elects to acquire the relevant
      rights and obligations, then the Financiers will complete the acquisition
      as soon as is reasonably practicable after the election to acquire is made
      (and if more than one Financier elects to acquire, then on a pro rata
      basis).

                  


          

           

          
            
              
              

            

            
              page
76

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    19.3

                  	
                    Substitution
      agreement

                  


          

           

          
            	
                    (a)

                  	
                    If
      a Financier wishes to novate any of its rights and obligations under a
      Transaction Document to a Substitute Financier, it must notify the Agent
      at least 5 Business Days before the substitution (or such shorter
      period as the Agent approves), of the
following:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      name of the Substitute Financier;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      proportion of its Commitment and its Principal Outstanding to be assumed
      by the Substitute Financier; and

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    the
      proposed date of the substitution.

                  


          

           

          
            	
                    (b)

                  	
                    The
      Retiring Financier and the Substitute Financier must execute a
      substitution agreement in the form of Attachment 2 and deliver it to the
      Agent at least 2 Business Days before the substitution (or any
      shorter period as the Agent
approves).

                  


          

           

          
            	
                    (c)

                  	
                    When
      the Agent receives a substitution agreement under clause 19.3(b) it is
      authorised to, and must:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    execute
      it on behalf of all the parties to this agreement other than the Retiring
      Financier;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    notify
      each of the parties to this agreement of the substitution;
    and

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    deliver
      copies of it to the Borrower, the Retiring Financier and the Substitute
      Financier.

                  


          

           

          
            	
                    19.4

                  	
                    Assist

                  


          

           

          Each
party must do any thing which the Agent reasonably requests including, executing
any documents or amending any Transaction Document, to effect any transfer,
assignment or novation under this clause 19.

           

          
            	
                    19.5

                  	
                    Participation
      not permitted

                  


          

           

          A Finance
Party may not grant a participation interest (being a right to share in the
financial benefits of this agreement, without any rights against a Transaction
Party) in any of that Finance Party’s rights and benefits under this agreement
to any other person without having to obtain the consent of or to notify a
Transaction Party.

           

          
            	
                    19.6

                  	
                    Lending
      Office

                  


          

           

          
            	
                    (a)

                  	
                    A
      Financier may change its Lending Office at any
  time.

                  


          

           

          
            	
                    (b)

                  	
                    A
      Financier must promptly notify the Agent and the Borrower of the
      change.

                  


          

           

          
            	
                    19.7

                  	
                    No
      increase in costs

                  


          

           

          If a
Financier assigns or novates any of its rights or obligations under any
Transaction Document or changes its Lending Office, no Transaction Party is
required to pay any net increase in the aggregate amount of costs, Taxes, fees
or charges which is a direct consequence of the transfer or assignment or change
of Lending Office.

           

          
            	
                    19.8

                  	
                    Anti-Money
      Laundering

                  


          

           

          
            	
                    (a)

                  	
                    The
      Transaction Parties acknowledge that, pursuant to the Proceeds of Crime (Money
      Laundering) and Terrorist Financing Act (Canada) and other
      applicable anti-money laundering, anti-terrorist financing, government
      sanction and ‘know your client’ laws, whether within Canada or elsewhere
      (collectively, including any guidelines or orders thereunder, AML Legislation), the
      Finance Parties may be required to obtain, verify and record information
      regarding the Transaction Party, its directors, authorised signing
      officers, direct or indirect shareholders or other Persons in control of a
      Transaction Party, and the transactions contemplated under the Transaction
      Documents. The Transaction Parties will promptly provide all such
      information, including supporting documentation and other evidence, as may
      be reasonably requested by any Finance Party, or any prospective assign or
      participant of a Finance Party, in order to comply with any applicable AML
      Legislation, whether now or hereafter in
  existence.

                  


          

           

          
            
              
              

            

            
              page
77

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (b)

                  	
                    If
      the Agent has ascertained the identity of a Transaction Party or any
      authorised signatories of a Transaction Party for the purposes of
      applicable AML Legislation, then the
Agent:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    shall
      be deemed to have done so as an agent for each other Finance Party, and
      this Agreement shall constitute a ‘written agreement’ in such regard
      between each such other Finance Party and the Agent within the meaning of
      applicable AML Legislation; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    shall
      provide to each other Finance Party copies of all information obtained in
      such regard without any representation or warranty as to its accuracy or
      completeness.

                  


          

           

          Notwithstanding
the preceding sentence and except as may otherwise be agreed in writing, each of
the other Finance Parties agrees that the Agent has no obligation to ascertain
the identity of a Transaction Party or any authorised signatories of a
Transaction Party on behalf of the other Finance Parties, or to confirm the
completeness or accuracy of any information it obtains from a Transaction Party
or any authorised signatory in doing so.

          
            


             

            
              	
                      20

                    	
                      Saving
      provisions

                    


            

            
              
                

              

            

          

           

          
            	
                    20.1

                  	
                    No
      merger of security

                  


          

           

          
            	
                    (a)

                  	
                    Nothing
      in this agreement merges, extinguishes, postpones, lessens or otherwise
      prejudicially affects:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    any
      Encumbrance or indemnity in favour of any Finance Party;
  or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    any
      Power.

                  


          

           

          
            	
                    (b)

                  	
                    No
      other Encumbrance or Transaction Document which a Finance Party has the
      benefit of in any way prejudicially affects any
  Power.

                  


          

           

          
            	
                    (c)

                  	
                    Any
      reference in any of the Transaction Documents to a Permitted Encumbrance
      is not intended to subordinate or postpone, and shall not be interpreted
      as subordinating or postponing, or as any agreement to subordinate or
      postpone, any Security to any
Encumbrance.

                  


          

           

          
            	
                    20.2

                  	
                    Exclusion
      of moratorium

                  


          

           

          To the
extent not excluded by law, a provision of any legislation which directly or
indirectly:

           

          
            	
                    (a)

                  	
                    lessens,
      varies or affects in favour of a Transaction Party any obligations under a
      Transaction Document; or

                  


          

           

          
            	
                    (b)

                  	
                    stays,
      postpones or otherwise prevents or prejudicially affects the exercise by
      any Finance Party of any Power,

                  


          

           

          is
negatived and excluded from each Transaction Document and all relief and
protection conferred on a Transaction Party by or under that legislation is also
negatived and excluded.

           

          
            
              
              

            

            
              page
78

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    20.3

                  	
                    Conflict

                  


          

           

          Where any
right, power, authority, discretion or remedy conferred on a Finance Party, a
Receiver or an Attorney by any Transaction Document is inconsistent with the
powers conferred by applicable law then, to the extent not prohibited by that
law, those conferred by applicable law are regarded as negatived or varied to
the extent of the inconsistency.

           

          
            	
                    20.4

                  	
                    Consents

                  


          

           

          
            	
                    (a)

                  	
                    Whenever
      the doing of any thing by a Transaction Party is dependent on the consent
      of a Finance Party, the Finance Party may withhold its consent or give it
      conditionally or unconditionally in its absolute discretion, unless
      expressly stated otherwise in a Transaction
  Document.

                  


          

           

          
            	
                    (b)

                  	
                    Any
      conditions imposed on a Transaction Party by a Finance Party under
      clause 20.4(a) must be complied with by the Transaction
      Party.

                  


          

           

          
            	
                    20.5

                  	
                    Principal
      obligations

                  


          

           

          This
agreement and each Collateral Security is:

           

          
            	
                    (a)

                  	
                    a
      principal obligation and is not ancillary or collateral to any other
      Encumbrance (other than another Collateral Security) or other obligation;
      and

                  


          

           

          
            	
                    (b)

                  	
                    independent
      of, and unaffected by, any other Encumbrance or other obligation which any
      Finance Party may hold at any time in respect of the Secured
      Moneys.

                  


          

           

          
            	
                    20.6

                  	
                    Non-avoidance

                  


          

           

          If any
payment by a Transaction Party to a Finance Party is avoided for any reason
including any legal limitation, disability or incapacity of or affecting the
Transaction Party or any other thing, and whether or not:

           

          
            	
                    (a)

                  	
                    any
      transaction relating to the Secured Moneys was illegal, void or
      substantially avoided; or

                  


          

           

          
            	
                    (b)

                  	
                    any
      thing was or ought to have been within the knowledge of any Finance
      Party,

                  


          

          
the
Transaction Party:

           

          
            	
                    (c)

                  	
                    as
      an additional, separate and independent obligation, indemnifies each
      Finance Party against that avoided payment;
and

                  


          

           

          
            	
                    (d)

                  	
                    acknowledges
      that any liability of the Transaction Party under the Transaction
      Documents and any right or remedy of the Finance Parties under the
      Transaction Documents is the same as if that payment had not been
      made.

                  


          

           

          
            	
                    20.7

                  	
                    Set-off
      authorised

                  


          

           

          If a
Transaction Party does not pay any amount when due and payable by it to any
Finance Party under a Transaction Document, the Finance Party may:

           

          
            	
                    (a)

                  	
                    apply
      any credit balance in any currency in any account of the Transaction Party
      with the Finance Party in or towards satisfaction of that amount;
      and

                  


          

           

          
            	
                    (b)

                  	
                    effect
      any currency conversion which may be required to make an application under
      clause 20.7(a).

                  


          

           

          
            
              
              

            

            
              page
79

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    20.8

                  	
                    Agent’s
      certificates and approvals

                  


          

           

          
            	
                    (a)

                  	
                    A
      certificate signed by any Officer of the Agent in relation to any amount,
      calculation or payment under any Transaction Document is sufficient
      evidence of that amount, calculation or payment unless the contrary is
      proved.

                  


          

           

          
            	
                    (b)

                  	
                    Where
      any provision of a Transaction Document requires the Agent’s approval,
      that approval will not be effective unless and until it is provided in
      writing.

                  


          

           

          
            	
                    20.9

                  	
                    No
      reliance or other obligations and risk
  assumption

                  


          

           

          Each
Transaction Party acknowledges and confirms that:

           

          
            	
                    (a)

                  	
                    it
      has not entered into any Transaction Document in reliance on any
      representation, warranty, promise or statement made by or on behalf of any
      Finance Party;

                  


          

           

          
            	
                    (b)

                  	
                    in
      respect of the transactions evidenced by the Transaction Documents, no
      Finance Party has any obligations other than those expressly set out in
      the Transaction Documents; and

                  


          

           

          
            	
                    (c)

                  	
                    in
      respect of interest rates, exchange rates or commodity prices, no Finance
      Party is liable for any movement in interest rates, exchange rates or
      commodity prices or any information, advice or opinion provided by any
      Finance Party or any person on behalf of any Finance Party, even
      if:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    provided
      at the request of a Transaction Party (it being acknowledged by each
      Transaction Party that those matters are inherently
      speculative);

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    relied
      on by a Transaction Party; or

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    provided
      incorrectly or negligently.

                  


          

           

          
            	
                    20.10

                  	
                    Power
      of attorney

                  


          

           

          
            	
                    (a)

                  	
                    For
      consideration received, each Transaction Party irrevocably appoints the
      Agent and each Officer of the Agent, effective upon the occurrence and
      during the continuance of an Event of Default, as the attorney of the
      Transaction Party to:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    execute
      and deliver all documents; and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    do
      all things,

                  


          

           

          which are
necessary or desirable to give effect to each Transaction Document.

           

          
            	
                    (b)

                  	
                    An
      attorney appointed under clause 20.10(a)
      may appoint a substitute attorney to perform any of its
      powers.

                  


          

           

           

          
            
              	
                      21

                    	
                      General

                    


            

            
              
                

              

            

          

           

          
            	
                    21.1

                  	
                    Confidential
      information

                  


          

           

          A Finance
Party must not disclose to any person:

           

          
            	
                    (a)

                  	
                    any
      Transaction Document; or

                  


          

           

          
            	
                    (b)

                  	
                    any
      information about any Transaction
Party,

                  


          

           

          
            	
                    (c)

                  	
                    except:

                  


          

           

          
            	
                    (d)

                  	
                    in
      connection with a permitted assignment, novation or participation under
      clause 19, where the disclosure is made
      on the basis that the recipient of the information will comply with this
      clause 21.1 in the same way that the
      Finance Party is required to do;

                  


          

           

          
            
              
              

            

            
              page
80

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (e)

                  	
                    to
      any professional or other adviser consulted by it in relation to any of
      its rights or obligations under the Transaction
  Documents;

                  


          

           

          
            	
                    (f)

                  	
                    to
      a country’s central bank, a country’s taxation office or any Government
      Agency requiring disclosure of the
information;

                  


          

           

          
            	
                    (g)

                  	
                    in
      connection with the enforcement of its rights under the Transaction
      Documents;

                  


          

           

          
            	
                    (h)

                  	
                    where
      the information is already in the public domain, or where the disclosure
      would not otherwise breach any duty of
  confidentiality;

                  


          

           

          
            	
                    (i)

                  	
                    if
      required by applicable law or the rules of any securities exchange;
      or

                  


          

           

          
            	
                    (j)

                  	
                    otherwise
      with the prior written consent of the relevant Transaction Party (that
      consent not to be unreasonably
withheld).

                  


          

           

          
            	
                    21.2

                  	
                    Transaction
      Party to bear cost

                  


          

           

          Any thing
which must be done by a Transaction Party under any Transaction Document,
whether or not at the request of any Finance Party, must be done at the cost of
the Transaction Party.

           

          
            	
                    21.3

                  	
                    Notices

                  


          

           

          
            	
                    (a)

                  	
                    Any
      notice or other communication including, any request, demand, consent or
      approval, to or by a party to any Transaction Document must be in legible
      writing and in English addressed to the party in accordance with its
      details set out in Schedule 1 or as specified
      to the sender by the party by
notice.

                  


          

           

          
            	
                    (b)

                  	
                    If
      the sender is a company, any such notice or other communication must be
      signed by an Officer of the sender.

                  


          

           

          
            	
                    (c)

                  	
                    Any
      notice or other communication described in this clause 21.3 is regarded as being given by the sender
      and received by the addressee:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    if
      by delivery in person or by recognised overnight courier, when delivered
      to the addressee;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    if
      by post, on delivery to the addressee;
or

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    if
      by facsimile, when received by the addressee in legible
    form,

                  


          

           

          but if
the delivery or receipt is on a day which is not a Business Day or is after
4.00pm (addressee’s time) it is regarded as received at 9.00am on the following
Business Day.

           

          
            	
                    (d)

                  	
                    Any
      notice or other communication described in this clause 21.3 can be relied on by the addressee and the
      addressee is not liable to any other person for any consequences of that
      reliance if the addressee believes it to be genuine, correct and
      authorised by the sender.

                  


          

           

          
            	
                    (e)

                  	
                    A
      facsimile transmission is regarded as legible unless the addressee
      telephones the sender within 24 hours after the transmission is
      received or regarded as received under clause 21.3(c) and informs the sender that it is not
      legible.

                  


          

           

          
            	
                    21.4

                  	
                    Governing
      law and jurisdiction

                  


          

           

          
            	
                    (a)

                  	
                    This
      agreement is governed by the laws of the Province of Ontario and the laws
      of Canada which are applicable in the Province of Ontario, other than any
      laws which would result in the imposition of the laws of another
      jurisdiction.

                  


          

           

          
            	
                    (b)

                  	
                    Each
      Transaction Party and each Finance Party irrevocably submits to the
      non-exclusive jurisdiction of the courts of the Province of
      Ontario.

                  


          

           

          
            
              
              

            

            
              page
81

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    (c)

                  	
                    Each
      Transaction Party and each Finance Party irrevocably waives any objection
      to the venue of any legal process on the basis that the process has been
      brought in an inconvenient forum.

                  


          

           

          
            	
                    (d)

                  	
                    Each
      Transaction Party and each Finance Party irrevocably waives any immunity
      in respect of its obligations under this agreement that it may acquire
      from the jurisdiction of any court or any legal process for any reason
      including the service of notice, attachment before judgment, attachment in
      aid of execution or execution.

                  


          

           

          
            	
                    21.5

                  	
                    Prohibition
      and enforceability

                  


          

           

          
            	
                    (a)

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

                  


          

           

          
            	
                    (b)

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

                  


          

           

          
            	
                    21.6

                  	
                    Waivers

                  


          

           

          
            	
                    (a)

                  	
                    Waiver
      of any right arising from a breach of this agreement or of any Power
      arising on default under this agreement or on the occurrence of an Event
      of Default must be in writing and signed by the party granting the
      waiver.

                  


          

           

          
            	
                    (b)

                  	
                    A
      failure or delay in exercise, or partial exercise,
  of:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    a
      right arising from a breach of this agreement or the occurrence of an
      Event of Default; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    a
      Power created or arising on default under this agreement or on the
      occurrence of an Event of Default,

                  


          

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

           

          
            	
                    (c)

                  	
                    A
      party is not entitled to rely on a delay in the exercise or non-exercise
      of a right or Power arising from a breach of this agreement or on a
      default under this agreement or on the occurrence of an Event of Default
      as constituting a waiver of that right or
Power.

                  


          

           

          
            	
                    (d)

                  	
                    A
      party may not rely on any conduct of another party as a defence to
      exercise of a right or Power by that other
  party.

                  


          

           

          
            	
                    (e)

                  	
                    This
      clause may not itself be waived except in
  writing.

                  


          

           

          
            	
                    21.7

                  	
                    Variation

                  


          

           

          A
variation of any term of this agreement must be in writing and signed by the
parties.

           

          
            	
                    21.8

                  	
                    Cumulative
      rights

                  


          

           

          The
Powers are cumulative and do not exclude any other right, power, authority,
discretion or remedy of any Finance Party, Receiver or Attorney.

           

          
            	
                    21.9

                  	
                    Attorneys

                  


          

           

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

           

          
            
              
              

            

            
              page
82

              
                

              

            

            
              
              

            

            

          

           

          
            	
                    21.10

                  	
                    Counterparts

                  


          

           

          
            	
                    (a)

                  	
                    This
      agreement may be executed in any number of
  counterparts.

                  


          

           

          
            	
                    (b)

                  	
                    All
      counterparts, taken together, constitute one
  instrument.

                  


          

           

          
            	
                    (c)

                  	
                    A
      party may execute this agreement by signing any
    counterpart.

                  


          

           

          
            
              
              

            

            
              page
83

              
                

              

            

            
              
              

            

          

           

          

          


          Signing
page

           

          
            


             

            Executed
as an agreement

            
              
                

              

            

            


          

          
            	 
      	
                    Borrower

                  
	 
      	
                    Signed
      for

                    Apollo
      Gold Corporation

                    By
      its authorised signatory

                  
	
                    By:

                  	
                    /s/
      Melvyn Williams

                  	 
      
	 
      	
                    Authorised
      Signatory

                  	 
      
	
                    print
      name

                  	
                    Melvyn
      Williams

                  	 
      
	
                    title

                  	
                    Chief
      Financial Officer

                  	 
      


          

           

           

          
            	 
      	
                    Agent
      and Security Agent

                  
	 
      	
                    Signed
      for

                    RMB
      Resources Inc.

                    By
      its authorised officer

                  
	
                    By:

                  	
                    /s/
      Richard A. Winters

                  	 
      
	 
      	
                    Authorised
      Officer

                  	 
      
	
                    print
      name

                  	
                    Richard
      A. Winters

                  	 
      
	
                    title

                  	
                    President

                  	 
      


          

           

          
            
              
              

            

            
              page
84

              
                

              

            

            
              
              

            

            

          

           

          
            	 
      	
                    Financier

                  
	 
      	
                    Signed
      for

                    RMB
      Australia Holdings Limited

                    By

                  
	
                    By:

                  	
                    /s/
      M. Schonfeld

                  	 
      
	 
      	
                    Director

                  	 
      
	
                    print
      name

                  	
                    

                      M.
      Schonfeld

                    

                  	 
      
	
                    By:

                  	
                    /s/
      Gregory Gay

                  	 
      
	 
      	
                    Director
      / Secretary

                  	 
      
	
                    print
      name

                  	
                    Gregory
      Gay

                  	 
      
	
                    title

                  	
                    Director

                  	 
      


          

           

          
            	 
      	
                    Financier

                  


          

           

          
            	 
      	
                    Signed
      for

                    Macquarie
      Bank Limited

                    by
      its attorneys

                  
	
                    sign
      here ►

                  	
                    /s/
      Gavin Bradley

                  	 
      	
                    /s/
      Margot Branson

                  
	 
      	
                    Attorney

                  	 
      	
                    Attorney

                  
	
                    print
      name

                  	
                    

                      Gavin
      Bradley, Executive Director

                    

                  	 
      	
                    Margot
      Branson, Associate Director

                  
	 
      	
                    in
      the presence of

                  
	
                    sign
      here ►

                  	
                    /s/
      Katie Choi

                  	 
      	
                    

                      /s/
      Katie Choi

                    

                  
	 
      	
                    Witness

                  	 
      	
                    Witness

                  
	
                    print
      name

                  	
                    Katie
      Choi, Division Director

                  	 
      	
                    

                      Katie
      Choi, Division Director

                    

                  
	 
      


          

           

          
            
              
              

            

            
              page
85