EXECUTION VERSION
UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY
BEFORE THE FEBRUARY 16, 2015
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THE HOLDER HEREOF, BY
PURCHASING THE SECURITIES REPRESENTED HEREBY, AGREES FOR THE BENEFIT OF LIBERTY
SILVER CORP. AND ITS SUCCESSORS (THE "CORPORATION") THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S.
SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE
UNITED STATES, PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF APPLICABLE AND
IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN THE UNITED
STATES, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S.
SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER
AND SALE OF SECURITIES, AND IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D)
ABOVE, THE HOLDER HEREOF HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE
CORPORATION AND THE CORPORATION'S TRANSFER AGENT AN OPINION OF COUNSEL OF
RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION.
LIBERTY SILVER CORP.
as Borrower
and
BG CAPITAL GROUP LTD.
as Lender
AMENDED AND RESTATED LOAN AGREEMENT
October 15, 2014
[exhibit1022amended_andres002.gif] [exhibit1022amended_andres002.gif]
TABLE OF CONTENTS
Page
ARTICLE 1 INTERPRETATION
1
1.1
General Definitions
1
1.2
Extended Meanings
10
1.3
References to Agreements
11
1.4
Headings, etc.
12
1.5
Grammatical Variations
12
1.6
Accounting Computations
12
1.7
Permitted Liens
12
1.8
Currency
12
ARTICLE 2 THE LOAN FACILITY
12
2.1
Establishment of Loan Facility
12
2.2
First Existing Advances
13
2.3
Second Existing Advances
13
2.4
Loan Facility Limit
13
ARTICLE 3 ADVANCE PROCEDURE
13
3.1
Availability of First Advances
13
3.2
Availability of Second Advances
13
3.3
Notice of Advances
14
ARTICLE 4 INTEREST AND FEE CALCULATIONS AND CHANGES IN CIRCUMSTANCES
14
4.1
Interest
14
4.1.1
Loan.
14
4.1.2
Overdue Amounts.
14
4.2
Interest and Fee Calculations and Payments
14
4.2.1
General.
14
4.2.2
Day Count Fraction.
15
4.3
Withholding Taxes Generally
15
4.3.1
No Withholding; Gross-Up Requirement.
15
4.3.2
Other Taxes.
15
4.3.3
Indemnity.
15
4.3.4
Indemnity for Additional Income Tax.
16
ARTICLE 5 REPAYMENT AND PREPAYMENT
16
5.1
Repayment of the Loan Facility
16
5.2
Extension of Second Maturity Date
16
5.3
Promissory Note
16
5.4
Voluntary Repayments
16
5.4.1
Loan Facility.
16
5.4.2
Effect of Voluntary Repayment.
17
5.5
Changes to Commitment
17
5.5.1
Changes to Commitment.
17
ARTICLE 6 CONVERSION
17
6.1
Conversion of the Loan Facility
17
ARTICLE 7 CONDITIONS PRECEDENT
17
7.1
Conditions Precedent to First Advances
17
7.2
Conditions Precedent to Second Advances
19
TABLE OF CONTENTS
(continued)
Page
7.3
Conditions to all Advances
21
ARTICLE 8 SECURITY
21
8.1
Initial Security
21