THAT THE LOAN AND ANY AND ALL ACCRUED INTEREST
THEREON BE REPAID IN FULL, PROVIDED THAT, IN THE CIRCUMSTANCES WHERE THE LISTING
DEFAULT IS AS A RESULT OF CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE
EASTERN GOLDFIELDS GROUP, SUCH REPAYMENT SHALL NOT BE REQUIRED TO BE MADE LESS
THAN 120 (ONE HUNDRED AND TWENTY) DAYS AFTER THE DATE OF THE CONTINGENCY NOTICE;
OR
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Restated Convertible Loan and Option Agreement
10.1.2
ALLOT AND ISSUE THE CONVERSION SHARES AS DESCRIBED IN CLAUSE
8.
10.2
EGSA SHALL, SUBJECT TO THE PROVISO IN CLAUSE 10.1.1, COMPLY
WITH THE TERMS OF THE CONTINGENCY NOTICE WITHIN 14 (FOURTEEN) DAYS OF RECEIPT
THEREOF.
11.
OPTION TO SUBSCRIBE
11.1
EGSA HEREBY GRANTS TO AIMS, WHO HEREBY ACCEPTS, AN OPTION TO
SUBSCRIBE FOR THE OPTION SHARES.
11.2
IN CONSIDERATION FOR THE OPTION, AIMS SHALL PAY THE OPTION
FEE TO EGSA WITHIN 5 (FIVE) BUSINESS DAYS OF THE COMPLETION DATE.
11.3
THE OPTION IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
11.3.1
THE OPTION SHALL BE EXERCISABLE AT ANY TIME BETWEEN THE
COMPLETION DATE AND THE LISTING DATE;
11.3.2
THE OPTION SHALL BE EXERCISED (OR BE DEEMED TO HAVE BEEN
EXERCISED) ON THE EARLIER TO OCCUR OF:
EGSA UNDERTAKING IN WRITING TO AIMS TO IMPLEMENT THE
OPERATIONAL STRATEGY OF CEASING STOPING OPERATIONS IN FAVOUR OF UNDERTAKING
PRIMARY DEVELOPMENT AND STOPING DEVELOPMENT SUBJECT TO SUCH TERMS AND CONDITIONS
AS EGSA AND AIMS MAY REASONABLY AGREE IN WRITING; OR
AIMS PROVIDING WRITTEN NOTICE TO EGSA THAT IT IS EXERCISING
THE OPTION, (REFERRED TO AS THE OPTION DATE);
11.3.3
AIMS WILL PAY THE SUBSCRIPTION PRICE ON THE OPTION DATE TO
EGSA IN CASH AND WITHOUT DEDUCTION OR SET OFF;
11.3.4
ON THE OPTION DATE AND SUBJECT TO RECEIPT BY EGSA OF THE
SUBSCRIPTION PRICE, EGI SHALL PROCURE THAT THE ISSUER SHALL WITHIN 10 BUSINESS
DAYS OF THE OPTION DATE:
REGISTER AIMS (OR ITS AFFILIATES) IN THE ISSUER'S REGISTER OF
MEMBERS;
ISSUE AND ALLOT THE RELEVANT NUMBER OF OPTION SHARES FULLY
PAID TO AIMS (OR ITS AFFILIATES); AND
DELIVER CERTIFICATES (OR, IF UNCERTIFICATED, SUCH OTHER PROOF
OF OWNERSHIP AS MAY BE CUSTOMARILY ISSUED TO SHAREHOLDERS OF THE ISSUER) IN
RESPECT OF THE OPTION SHARES TO AIMS (OR ITS AFFILIATES);
11.3.5
THE OPTION SHARES ARISING PURSUANT TO THIS ISSUE WILL RANK
PARI PASSU IN ALL RESPECTS WITH THE THEN EXISTING ORDINARY SHARES OF THE ISSUER;
AND
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Restated Convertible Loan and Option Agreement
11.3.6
THE COSTS AND EXPENSES DIRECTLY RELATED TO ISSUING THE OPTION
SHARES WILL BE BORNE BY THE ISSUER.
11.4
SHOULD AIMS FAIL OR ELECT NOT TO EXERCISE ITS OPTION TO
SUBSCRIBE FOR THE OPTION SHARES WITHIN THE TIME PERIOD SPECIFIED IN CLAUSE
11.3.1, THEN THE OPTION WILL EXPIRE AND NOT BE CAPABLE OF EXERCISE.
12.
RIGHT OF FIRST REFUSAL ON FUNDING
12.1
DURING THE PERIOD BETWEEN THE COMPLETION DATE AND THE
LISTING DATE, EGI UNDERTAKES THAT THE EASTERN GOLDFIELDS GROUP SHALL NOT OBTAIN
ADDITIONAL FUNDING FROM ANY PERSON OTHER THAN AIMS OR