COLLINS STEWART LLC UNLESS
EGI HAS FIRST OFFERED AIMS THE OPPORTUNITY TO PROVIDE THE EASTERN GOLDFIELDS
GROUP WITH ADDITIONAL FUNDING ON NO LESS FAVOURABLE TERMS AND CONDITIONS, BY
GIVING AIMS 30 (THIRTY) DAYS' WRITTEN NOTICE TO THAT EFFECT, WHICH NOTICE SHALL
INCLUDE SUFFICIENT INFORMATION TO ENABLE AIMS TO CONSIDER SUCH OFFER (FUNDING
OFFER).
12.2
IF AIMS DOES NOT WISH TO PROVIDE THE ADDITIONAL FUNDING TO
THE EASTERN GOLDFIELDS GROUP PURSUANT TO THE FUNDING OFFER ON NO LESS FAVOURABLE
TERMS AND CONDITIONS AS THOSE SET OUT IN THE FUNDING OFFER, EGI MAY CONCLUDE THE
FUNDING ARRANGEMENTS WITH SUCH OTHER FUNDER ON THE SAME OR BETTER TERMS THAN THE
FUNDING OFFER.
12.3
NOTHING IN THIS CLAUSE 12 SHALL BE INTERPRETED AS IMPOSING
ANY OBLIGATION ON AIMS TO PROVIDE ANY ADDITIONAL FUNDING TO THE EASTERN
GOLDFIELDS GROUP.
13.
REPRESENTATIONS AND WARRANTIES
13.1
EGI AND EGSA EACH HEREBY REPRESENTS AND WARRANT IN FAVOUR OF
AIMS ON THE SIGNATURE DATE AND UNTIL THE CONVERSION DATE OR THE FINAL DATE OF
SETTLEMENT OF THE LOAN, AS THE CASE MAY BE:
13.1.1
IT IS DULY ESTABLISHED AND EXISTING UNDER THE LAWS OF ITS
RESPECTIVE COUNTRY OF INCORPORATION WITH THE POWER AND AUTHORITY TO ENTER INTO
AND TO EXERCISE ITS RIGHTS AND PERFORMANCE OBLIGATIONS UNDER THIS AGREEMENT;
13.1.2
IT HAS PROCURED THE TAKING OF ALL NECESSARY CORPORATE AND
OTHER ACTION TO AUTHORISE THE EXECUTION OF THIS AGREEMENT;
13.1.3
THIS AGREEMENT IS LEGAL AND BINDING ON AND ENFORCEABLE
AGAINST IT IN ACCORDANCE WITH ITS TERMS; AND
13.1.4
THE PROVISIONS OF THIS AGREEMENT ARE NOT IN MATERIAL CONFLICT
WITH AND WILL NOT CONSTITUTE A BREACH OF THE PROVISIONS OF ANY OTHER AGREEMENT
OR UNDERTAKING WHICH IS BINDING ON IT.
13.2
AIMS HEREBY WARRANTS, REPRESENTS AND ACKNOWLEDGES THAT:
13.2.1
IT IS AN "ACCREDITED INVESTOR"
(AS THAT TERM IS DEFINED IN
THE SECURITIES ACT OF 1933) AND THAT IT IS SOPHISTICATED AND EXPERIENCED IN
MAKING FINANCIAL INVESTMENTS IN SMALL COMPANIES SIMILAR TO THAT OF EGSA AND EGI;
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Restated Convertible Loan and Option Agreement
13.2.2
IN CONSIDERING WHETHER AND ON WHAT TERMS TO ADVANCE THE
ADDITIONAL LOAN FACILITY, AIMS CONDUCTED A DUE DILIGENCE REVIEW AND EVALUATION
OF EGSA AND EGI AND THAT SUCH DUE DILIGENCE REVIEW AND EVALUATION ALLOWED AIMS
AND ITS PROFESSIONAL LEGAL AND FINANCIAL ADVISORS TO FULLY EVALUATE THE
CORPORATE AND FINANCIAL AFFAIRS OF EGSA AND EGI WITH UNRESTRICTED ACCESS TO THE
MANAGEMENT AND RECORDS OF EGSA AND EGI, IN PARTICULAR:
AIMS HAS HAD FULL AND UNRESTRICTED ACCESS TO THE CORPORATE
AND FINANCIAL BOOKS AND RECORDS OF EGSA AND EGI;
THE OFFICERS AND DIRECTORS OF EGSA AND EGI HAVE MADE
THEMSELVES AVAILABLE TO RECEIVE QUESTIONS FROM AIMS REGARDING THE AFFAIRS OF
EGSA AND EGI AND TO PROVIDE ANSWERS TO ALL SUCH QUESTIONS;
PRIOR TO ENTERING INTO THIS AGREEMENT, AIMS RECEIVED A COPY
OF THE FOLLOWING:
.1
EGI'S 2006, 2007, AND 2008 FORM 10-K WITH THE AUDITED
FINANCIAL STATEMENTS OF EGI; AND
.2
EGI'S FIRST QUARTER 2008, SECOND QUARTER 2008, AND THIRD
QUARTER 2008 FORM 10-Q,