THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 5, 2018 Between:

TABLE OF CONTENTS

SPROTT RESOURCE LENDING PARTNERSHIP, a general partnership organized and existing under the laws of the Province of Ontario, as administrative agent

(together with its successors and permitted assigns, the “Agent”)

AND:

THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AS LENDERS

(together with their respective successors and permitted assigns, the “Lenders”)

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are acknowledged, each of the parties agrees with each of the others as follows:

ARTICLE 1

“Adjusted Working Capital Ratio” means, at any time, the ratio of (i) the Credit Parties' current assets to (ii) the Credit Parties' current liabilities excluding principal payments in respect of the Facility, in each case determined in accordance with U.S. generally accepted accounting principles (and without duplication);

“Advance” means an advance of the Facility contemplated herein;

“Affiliate” has the meaning attributed to that term in Rule 12b-2 under the Exchange Act;

“Applicable Law” means, at any time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes, regulations, treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies, practices and other requirements of any Governmental Authority relating or applicable at such time to such Person, property, transaction, event or other matter, and also includes any interpretation thereof by any Person having jurisdiction over it or charged with its administration or interpretation;

“Applicable Securities Legislation” means all applicable securities laws of each of the Reporting Jurisdictions and the respective rules and regulations under such laws together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders, blanket rulings and other applicable regulatory

instruments of the securities regulatory authorities in any of the Reporting Jurisdictions and such other jurisdictions as may be agreed to between the Borrower and the Agent;

“Authorization” means any authorization, consent, permit, certificate, approval, resolution, licence, exemption, filing, notarization or registration;

“Benefit Arrangement” means, at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any Credit Party or ERISA Affiliate;

“Bonus Warrants Amendments” means, in respect of each Bonus Warrant Certificate, an amendment thereof (to be stapled thereto) executed by the Borrower which amends such certificate so that (i) all references to the expiration date of July 30, 2016 are extended to July 30, 2018, and (ii) all references to this agreement are include such agreement as amended and restated from time to time;

“Bonus Warrants Second Amendments” means, in respect of each Bonus Warrant Certificate (as amended by the relevant Bonus Warrant Amendment), an amendment thereof (to be stapled thereto) executed by the Borrower which amends such certificate (as so amended) so that (i) all references to the expiration date of July 30, 2018 are extended to January 30, 2020, and (ii) all references to this agreement include such agreement as amended and restated from time to time;

“Borrower’s Auditors” means, at any time, a firm of chartered accountants duly appointed as auditors of the Borrower;

“Borrower’s Counsel” means, at any time, such legal counsel retained by the Borrower in the relevant jurisdiction to the matter in question;

“Business Day” means any day (other than Saturday, Sunday or a statutory holiday) when banks are open in the cities of Toronto, Ontario, Vancouver, British Columbia,  Hong Kong, Los Angeles, California, and Corpus Christi, Texas;

“Capital Lease” means, with respect to a Person, a lease or other arrangement in respect of real or personal property that is required to be classified and accounted for as a capital lease obligation on a balance sheet of the Person in accordance with U.S. generally accepted accounting principles;

“Capital Lease Obligation” means, with respect to a Person, the obligation of the Person to pay rent or other amounts under a Capital Lease and for the purposes of this definition, the amount of such obligation at any date shall be the capitalized amount of such obligation at such date as determined in accordance with U.S. generally accepted accounting principles;

“Cash Proceeds of Realization” means the aggregate of (a) all Proceeds of Realization in the form of cash, and (b) all cash proceeds of the sale or disposition of non-cash Proceeds of Realization, in each case expressed in U.S. Dollars.

“Certificate of the Borrower” means an instrument signed in the name of the Borrower and without personal liability by any Director or any of the President and Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Secretary and any Vice President of the Borrower, if applicable, certifying the matters specified therein;

“Change of Control” means the occurrence of any of the following events:

(a)any offeror has acquired beneficial ownership (within the meaning set forth in Rule 13d-3 under the Exchange Act) of, or the power to exercise control or direction over, or securities convertible into, any Voting Shares of the Borrower, that together with the offeror’s securities in relation to the Voting Shares of the Borrower, would constitute Voting Shares of the Borrower representing more than 30% of the total voting power attached to all Voting Shares of the Borrower then outstanding;   

(c)any Person or group of Persons shall succeed in having a sufficient number of its nominees elected as Directors of the Borrower such that such nominees, when added to any existing Directors after such election who was a nominee of or is an Affiliate or related Person of such Person or group of Persons, will constitute a majority of the Directors; or 

(d)any Guarantor shall cease to be a wholly owned Subsidiary of the Borrower; 

“Closing Date” means the Initial Advance Closing Date, the Second Advance Closing Date, the Third Advance Closing Date, the Second Amendment Closing Date or the Third Amendment Closing Date, as the context requires;

“Code” means the United States Internal Revenue Code of 1986;

“Commitment” means collectively, the Initial Advance Commitment, the Second Advance Commitment and the Third Advance Commitment, comprising the aggregate principal amount of US$20,000,000, which the Lenders have severally agreed to make available to the Borrower on and subject to the terms hereof, in each case, as such amount may be amended from time to time in accordance herewith;

“Common Shares” means the shares of common stock of the Borrower as such shares of common stock exist at the close of business on the date of execution and delivery of this Agreement;

“Constating Documents” means:

(e)with respect to a corporation, its articles of incorporation, amalgamation or continuance or other similar documents and its by-laws or other similar documents; and 

(f)with respect to any other Person which is an artificial body, whether with or without legal personality, the organization and governance documents of such Person, 

in each case as amended or supplemented from time to time;

“Contingent Liabilities” means, with respect to a Person, any agreement, undertaking or arrangement by which the Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or other, to provide funds for payment, to supply funds to, or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) the obligation, debt or other liability of any other Person or guarantees the payment of dividends or other distributions upon the shares (or other ownership interests) of any Person.  The amount of any contingent liability will, subject to any limitation contained therein, be deemed to be the outstanding principal amount (or maximum principal amount, if larger) of the obligation, debt or other liability to which the contingent liability is related;

“Credit Parties” means the Borrower and the Guarantors and “Credit Party” means any one of them;

“Credit Party Assets” means all of the present and future assets of the Credit Parties (or any of them), including without limitation the Secured Assets, the other Project Assets, and the ▇▇▇▇▇ Hollow project assets.  

“Default” means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing) be an Event of Default;

“Director” means a director of the Borrower for the time being and “Directors” means the board of directors of the Borrower or, whenever duly empowered, a committee of the board of directors of the Borrower, and reference to action by the Directors means action by the directors as a board or action by such a committee of the board as a committee;

“Disclosure Record” means all annual, quarterly and current reports required by the Exchange Act and filed with the SEC and all information circulars, prospectuses (including preliminary prospectuses), annual information forms, offering memoranda, financial statements, material change reports and news releases filed with all other securities regulatory authorities in each Reporting Jurisdiction, in each case on or during the 12 months preceding the date hereof;

“Drawdown” means a borrowing or credit of funds by way of an Advance;

“Drawdown Date” means the date specified in a Notice of Borrowing as the date on which a Drawdown will occur and which date shall be a Business Day;

“Environmental Laws” means all federal, provincial, state, municipal, county, local and other laws including statutes, codes, ordinances, by-laws, rules, regulations, policies, guidelines, directions, standards, judgments, orders and other Authorizations, as well as common law, civil laws and other jurisprudence or authority, in each case, domestic or foreign, having the force of law at any time relating in whole or in part to any Environmental Matters;

“Environmental Matters” means:

(a)any condition, any activity, or substance, heat, energy, sound, vibration, radiation, odour or other pollution that either (1) may affect ambient or indoor air, water, soils, land, groundwater or other sub-surface strata or affect human health, including workplace safety, or any plant, animal or other living organism or (2) may give rise to any violation of, liability or any claim under any Environmental Law; and  

(b)any use, generation, distribution, disposal, storage, transportation, processing, management, handling, manufacture, treatment, release, spilling, emitting, leaching, migrating or discharge of any Hazardous Material or other pollution on, at or into ambient or indoor air, water, soils, land, groundwater or other sub-surface strata or any other location from which any such Hazardous Material or pollution may enter any ambient or indoor air, water, soils, land, groundwater or other sub-surface strata;  

“ERISA” means the United States Employee Retirement Income Security Act of 1974;

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Credit Party within the meaning of Section 414(b), (c), (m) and (o) of the Code;

“ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Credit Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Credit Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any

Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Credit Party or any ERISA Affiliate; or (g) any other event or condition with respect to a Plan or a Multiemployer Plan that could reasonably be expected to result in liability to a Credit Party or ERISA Affiliate;

“Escrow Agent” means the escrow agent from time to time under the Escrow Agreement;

“Escrow Agreement” means the escrow agreement pertaining to the Bonus Shares dated on or about the date hereof between the Agent (in such capacity), the Borrower and Stikeman Elliott LLP as original Escrow Agent;

“Exchange” means the NYSE American stock exchange and each successor thereto;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“Existing Credit Agreement” has the meaning set forth in the recitals hereto;

“Exposure” means, at any particular time with respect to a particular Lender, the ratio of the Facility Indebtedness owing to such Lender at such time to the aggregate of the Facility Indebtedness owing to all of the Lenders at such time;

“Extension Anniversary Bonus Shares” has the meaning attributed to that term in Section 2.10A(a)(i);

“Extension Anniversary Fee” means the extension anniversary fee payments to be made by the Borrower in accordance with Section 2.9A;

“Extension Fee Shares” has the meaning attributed to that term in Section 2.11A;

“Facility Documents” means collectively, the Initial Advance Facility Documents, the Second Advance Facility Documents, the Third Advance Facility Documents, the Second Amendment Facility Documents and the Third Amendment Facility Documents;

“Facility Indebtedness” means all present and future debts, liabilities and obligations of the Borrower and each other Credit Party to any of the Finance Parties under or in

connection with this Agreement and the other Facility Documents, including all Amounts Payable and all fees and other money payable or owing from time to time pursuant to the terms of this Agreement and/or any of the other Facility Documents;

“Finance Parties” means the Agent and the Lenders;

“Financial Instrument Obligations” means, with respect to any Person, obligations arising under:

(g)interest rate swap agreements, forward rate agreements, floor, cap or collar agreements, futures or options, insurance or other similar agreements or arrangements, or any combination thereof, entered into or guaranteed by the Person where the subject matter thereof is interest rates or the price, value or amount payable thereunder is dependent or based upon interest rates or fluctuations in interest rates in effect from time to time (but excluding non-speculative conventional floating rate Indebtedness); 

(h)currency swap agreements, cross-currency agreements, forward agreements, floor, cap or collar agreements, futures or options, insurance or other similar agreements or arrangements, or any combination thereof, entered into or guaranteed by the Person where the subject matter thereof is currency exchange rates or the price, value or amount payable thereunder is dependent or based upon currency exchange rates or fluctuations in currency exchange rates in effect from time to time; and  

(i)any agreement for the making or taking of any commodity (including but not limited to uranium, gold, silver, coal, natural gas, oil and electricity), swap agreement, floor, cap or collar agreement or commodity future or option or other similar agreement or arrangement, or any combination thereof, entered into or guaranteed by the Person where the subject matter thereof is any commodity or the price, value or amount payable thereunder is dependent or based upon the price or fluctuations in the price of any commodity; 

or any other similar transaction, including any option to enter into any of the foregoing, or any combination of the foregoing, in each case to the extent of the net amount due or accruing due by the Person under the obligations determined by marking the obligations to market in accordance with their terms;

“Foreign Lender” means a Lender that is not a “United States Person” as defined in section 7701(a)(30) of the Code;

“Goliad Leases and Right of Way” has the meaning attributed to such term in Part C of Schedule C;

“Goliad Mine” has the meaning attributed to such term in Part C of Schedule C;

“Governmental Authority” means each national, state, provincial, county, municipal or other such governmental, legislative, regulatory or other public authority (whether domestic or foreign), including their authorized administrative bodies, boards, tribunals, courts, commissions and agencies which has legal jurisdiction over a Person or a matter relevant to this Agreement;

“Guarantors” means, collectively, STMV, STMV-GP, STMV-LP, and any other guarantors from time to time party hereto, and their respective successors and permitted assigns;

“Hazardous Material” means any material, substance or waste that is: (i) listed, classified or regulated by or pursuant to any applicable Environmental Law, including but not limited to the Atomic Energy Act, 42 U.S.C. Section 2011 et seq., and the Nuclear Waste Policy act of 1982, 42 U.S.C. Section 10101 et seq. as a “hazardous waste,” “hazardous substance,” “toxic substance” or “source material,” (ii) any petroleum product or by-product, asbestos or asbestos-containing materials, pollutants, contaminants, radioactive materials, urea formaldehyde insulation or polychlorinated biphenyls, or (iii) with respect to which liability or standards of conduct are imposed under any Environmental Law;

“▇▇▇▇▇▇ Facility” has the meaning attributed to such term in Part A of Schedule C;

“▇▇▇▇▇▇ Facility Lands” has the meaning attributed to such term in Part A of Schedule C;

“▇▇▇▇▇▇ Lease” has the meaning attributed to such term in Part A of Schedule C;

“▇▇▇▇▇▇ Lease and Rights of Way” has the meaning attributed to such term in Part A of Schedule C;

“Indebtedness” means, with respect to a Person, without duplication:

(j)all obligations of the Person for borrowed money, including debentures, notes or similar instruments and other financial instruments and obligations with respect to bankers’ acceptances and contingent reimbursement obligations relating to letters of credit; 

(k)all Financial Instrument Obligations of the Person;  

(l)all Capital Lease Obligations and Purchase Money Obligations of the Person;  

(m)all obligations to pay the deferred and unpaid purchase price of property or services, which purchase price is due and payable more than six months after the date of placing such property or service or taking delivery at the completion of such services;  

(n)all Indebtedness of any other Person secured by a Security Interest on any asset of the Person;  

(o)all obligations to repurchase or redeem any Common Shares or any other shares of the Borrower prior to the Maturity Date; and 

(p)all Contingent Liabilities of the Person with respect to obligations of another Person if such obligations are of the type referred to in paragraphs (a) to (f) above;  

“Indemnified Taxes” means Taxes imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Facility Document, other than Excluded Taxes;

“Individual Commitment” means, in respect of any Lender, its obligation to make Advances to the Borrower in the maximum amount set forth as its “Individual Commitment” (in respect of the First Advance, the Second Advance and the Third Advance respectively, and in the aggregate in respect of the Facility) opposite such Lender’s name in Schedule A, or in any assignment agreement by a Lender which is permitted hereunder, in each case, as such amount may be amended from time to time in accordance herewith.

“Initial Advance” means the initial Advance to be made by the Lenders severally to the Borrower in the principal amount of US$10,000,000 (the “Initial Advance Commitment”) in accordance with this Agreement;

“Initial Advance Closing Date” means the date of the Initial Advance made pursuant to the terms of this Agreement;

“Initial Advance Facility Documents” means this Agreement, the Initial Advance Security Documents, any third party consents/acknowledgements/direct agreements required by the Majority Lenders, acting reasonably, (in respect of the Security Interests provided for in such Security Documents) which are listed in Schedule B hereto under the heading “INITIAL ADVANCE SECURITY DOCUMENTS”, the Bonus Shares, the Escrow Agreement, the warrant certificates in respect of the Bonus Warrants, and all other agreements, certificates, instruments and other documents delivered or to be delivered by the Borrower or any other Credit Party hereunder or thereunder in connection with the foregoing or the Initial Advance, each as amended, modified, supplemented, restated or replaced from time to time;

“Initial Credit Agreement” has the meaning set forth in the recitals hereto;

“IRS” means the United States Internal Revenue Service and each successor thereto;

“Lenders” means the Persons listed on the signature pages hereto as Lenders and any other Person who becomes party to this Agreement pursuant to an assignment agreement by a Lender which is permitted hereunder, in each case its capacity as a lender hereunder, and “Lender” means any one of them;

“Lenders' Counsel” means Stikeman Elliott LLP and, at any time, any other legal counsel retained by the Agent for and on behalf of the Finance Parties in the relevant jurisdiction to the matter in question;

“Liability” or “Liabilities” means any Indebtedness, obligation, or liability of any nature (whether known or unknown, whether asserted or unasserted, whether absolute or

contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) including, without limitation, any liability for Taxes;

“Majority Lenders” means, at any time and from time to time, such group of Lenders (which are not Defaulting Lenders) whose Individual Commitments advanced hereunder aggregate at least two-thirds of the Individual Commitments advanced hereunder by Lenders (which are not Defaulting Lenders) at such time;

“Material Adverse Effect” means, individually or in the aggregate, a material adverse effect on:

(q)the business, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Project or any part thereof or any Credit Party; 

(r)the ability of any Credit Party to observe or perform its obligations under this Agreement or any of the other Facility Documents in accordance with the terms hereof and thereof;  

(s)the validity or enforceability of this Agreement or any other Facility Document;  

(t)any rights or remedies of any Finance Party under this Agreement or any other Facility Document; or 

(u)the priority or ranking of any Security Interest granted pursuant to the Security Documents or any of the rights or remedies of the Agent thereunder; 

“Material Project Documents” means (i) the Project Documents listed in Schedule D, and (ii) each other present and future Project Document which contains terms and conditions which, upon breach, termination, non-renewal or non-performance, would result in or could reasonably be expected to result in a Material Adverse Effect;

“Maturity Date” means the Stated Maturity Date, subject to such earlier date as a result of any acceleration thereof pursuant to this Agreement;

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make any contribution, or during the preceding six plan years, has made or been obligated to make any contribution;

“NI 43-101” means National Instrument 43-101 (Standards of Disclosure for Mineral Projects), as adopted by the Canadian Securities Administrators, as it may be amended, replaced or superseded from time to time;

“NI 45-102” means National Instrument 45-102 (Resale of Securities), as adopted by the Canadian Securities Administrators, as it may be amended, replaced or superseded from time to time;

“NI 45-106” means National Instrument 45-106 (Prospectus and Registration Exemptions), as adopted by the Canadian Securities Administrators, as it may be amended, replaced or superseded from time to time;

“Notice of Borrowing” means, in relation to each Advance, a notice by the Borrower to the Agent requesting a Drawdown, which shall be in form and substance acceptable to the Agent;

“Obligations” means, without duplication, with respect to a Person, all items which, in accordance with U.S. generally accepted accounting principles, would be included as liabilities on the liability side of the balance sheet of the Person and all Contingent Liabilities of the Person;

“Other Connection Taxes” means, with respect to a Lender, Tax Related Person, or the Agent, Taxes imposed as a result of a present or former connection between such Person and the jurisdiction imposing such Tax (other than connections arising from such Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Facility Document, or sold or assigned an interest in the Facility or Facility Document);

“Palangana Leases” has the meaning attributed to such term in Part B of Schedule C;

“Palangana Mine” has the meaning attributed to such term in Part B of Schedule C;

“Paraguay Assets” means all present and future assets in Paraguay of the Borrower and/or any of its direct or indirect Subsidiaries, and all present and future shares or other securities in the capital of any such Subsidiaries which hold any such assets;

“PBGC” means the United States Pension Benefit Guaranty Corporation;

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Protection Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Protection Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA;

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by a Credit Party or any ERISA Affiliate or to which a Credit Party or any ERISA Affiliate contributes or has any obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made any contribution at any time during the immediately preceding six plan years;

“Pension Protection Act” means the United States Pension Protection Act of 2006, as amended.

“Permitted Encumbrances” means:

(v)any Security Interest granted pursuant to the Security Documents; 

(w)any Security Interest or deposit under workers’ compensation, social security or similar legislation or in connection with bids, tenders, leases, contracts or expropriation proceedings or to secure related public or statutory obligations, surety and appeal bonds or costs of litigation where required by law;  

(x)any Security Interest imposed pursuant to statute such as builders’, mechanics’, materialman’s, carriers’, warehousemen’s and landlords’ liens and privileges, in each case, which relate to obligations not yet due or delinquent or, if due or delinquent, which the Credit Party is contesting in good faith if such contest will involve no material risk of loss of any material part of the property of any Credit Party;  

(y)any Security Interest or privilege arising out of judgments or awards in an amount less than US$250,000 with respect to which, at the time an appeal or proceedings for review is being prosecuted and with respect to which a stay of execution has been secured pending such appeal or proceedings for review;  

(z)any Security Interest for Taxes, assessments, unpaid wages or governmental charges or levies for the then current year, or not at the time due and delinquent or the validity of which is being contested at the time in good faith;  

(aa)any undetermined or inchoate Security Interest or privilege incidental to current operations that has not been filed pursuant to law against any Credit Party, or that relates to obligations not due or delinquent;  

(bb)the deposit of cash or securities in connection with any Security Interest or privilege referred to in paragraph (c) (d), (e) and (f); 

(cc)any right reserved to or vested in any Governmental Authority by the terms of any lease, licence, franchise, grant, claim, bond or permit held or acquired by any Credit Party, or by any statutory provision, to terminate the lease, licence, franchise, grant, claim, bond or permit or to purchase assets used in connection therewith or to require annual or other periodic payments as a condition of the continuance thereof;  

(dd)(x) any Security Interest created or assumed by any Credit Party in favour of a public utility or Governmental Authority which encumbers specific near-cash collateral only as security for performance/reclamation bond obligations only; and (y) any other Security Interest created or assumed by any Credit Party in favour of a public utility or Governmental Authority for Permitted Indebtedness in an aggregate amount not to exceed US$500,000 (without duplication of the amount referred to in clause (f)(y) of "Permitted Indebtedness"); provided that such Security Interests do not in the aggregate materially detract from the value of any of the Secured Assets or other Credit Party Assets or materially impair its use in the operation of the business of any Credit Party; 

(ee)any reservations, limitations, provisos and conditions expressed in original grants or authorizations from any Governmental Authority; 

(ff)any encumbrance, such as easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by other Persons, rights-of-way for sewers,  

electric lines, telegraph and telephone lines, oil and natural gas pipelines and other similar purposes, or zoning or other restrictions applicable to the use of real property by any Credit Party, or title defects, encroachments or irregularities, that do not in the aggregate materially detract from the value of the property or materially impair its use in the operation of the business of any Credit Party;

(gg)any purchase money security interests and capital lease obligations in respect of Indebtedness permitted under clause (b) of "Permitted Indebtedness";  

(hh)any Security Interests over assets other than Secured Assets and other Project Assets, which secure Indebtedness permitted under clause (c) of "Permitted Indebtedness" only;  

(ii)any Security Interest which secures Permitted Indebtedness only and is permitted pursuant to an inter-creditor agreement, in form and substance satisfactory to the Agent and the Majority Lenders (none of whom shall unreasonably withhold its approval), executed and delivered by the third party secured party in favour of the Agent; and 

(jj)any other Security Interest which the Agent (in accordance with the instructions of the Majority Lenders) agrees in writing is a Permitted Encumbrance for the purposes of this Agreement; 

“Permitted Indebtedness” means:

(kk)Indebtedness under this Agreement; 

(ll)Indebtedness in an amount of up to US$2,000,000 in respect of Purchase Money Obligations and Capital Lease Obligations acquired by a Credit Party after the date hereof, provided that the Security Interests for any such obligation are limited to the particular financed/leased equipment and proceeds thereof;  

(mm)Indebtedness in respect of streaming or pre-payment transactions pursuant to the Material Project Documents which are solely related to assets other than Secured Assets and other Project Assets and which are entered into when no Default or Event of Default exists;  

(nn)Indebtedness which is subordinated to all of the Facility Indebtedness on such terms as the Agent (in accordance with the instructions of the Majority Lenders) may agree in writing, pursuant to an intercreditor agreement, in form and substance satisfactory to the Agent and the Majority Lenders (acting reasonably), executed and delivered by the third party creditor in favour of the Agent; 

(oo)Indebtedness comprised of amounts owed to trade creditors and accruals in the ordinary course of business, in each case (i) outstanding less than 90 days, or (ii) which are being disputed in good faith and, if material, in respect of which reasonable reserves have been established;  

(pp)(x) any Indebtedness of Credit Party in favour of a public utility or Governmental Authority in respect of performance/reclamation bond obligations only; and (y) any other Indebtedness of a Credit Party in favour of a public utility or  

Governmental Authority in an aggregate amount not to exceed US$500,000 (without duplication of the amount referred to in clause (i)(y) of "Permitted Encumbrances"); and

(qq)any other Indebtedness which the Agent (in accordance with the instructions of the Majority Lenders) agrees in writing is Permitted Indebtedness for the purposes of this Agreement; 

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, body corporate, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, government or Governmental Authority or entity, however designated or constituted;

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established or maintained by the Borrower or any ERISA Affiliate, or to which the Borrower or any ERISA Affiliate has an obligation to make any contribution;

“Pro Rata Share” means, at any particular time with respect to a particular Lender, the ratio of the Individual Commitment of such Lender at such time to the aggregate of the Individual Commitments of all of the Lenders at such time.

“Project” means, collectively, the Palangana Mine, the Goliad Mine and the ▇▇▇▇▇▇ Facility;

“Project Assets” means all of the present and future assets of the Credit Parties (or any of them) now or hereafter located at, on or about the Project or any part thereof or now or hereafter used or acquired for use primarily in connection with, primarily related to, or produced from the Project or any part thereof or any business or operations thereat.

“Project Document” means any agreement, contract, instrument, lease, easement or other Authorization or document which:

(rr)deals with or is related to the construction, operation or development of the Project or any part thereof; and 

(ss)is executed from time to time by or on behalf of or is otherwise made or issued in favour of any Credit Party; 

“Project Subsidiaries” means all present and future Subsidiaries of the Borrower which from time to time hold any assets forming part of the Project, including without limitation the Guarantors and their respective Subsidiaries;

“Purchase Money Obligation” means, with respect to a Person, Indebtedness of the Person issued, incurred or assumed to finance all or part of the purchase price of any asset or property acquired by such Person;

“Regulation D” means Regulation D promulgated under the Securities Act;

“Regulation S” means Regulation S promulgated under the Securities Act;

“Relevant Jurisdiction” means, from time to time, any jurisdiction in which any of the Credit Parties have material properties or assets, or in which they carry on any material business being, on the date hereof, the Province of British Columbia, Canada and the State of Texas, United States;

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived;

“Reporting Jurisdictions” means all of the jurisdictions in Canada in which the Borrower is a “reporting issuer” (being, as of the date hereof, British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island, and Newfoundland and Labrador) and the United States;

“SEC” means the U.S. Securities and Exchange Commission;

“Second Advance” means the second Advance to be made by the Lenders severally to the Borrower in the principal amount of US$5,000,000 (the “Second Advance Commitment”) in accordance with this Agreement, as such amount may be amended from time to time in accordance herewith;

“Second Advance Closing Date” means the date of the Second Advance made pursuant to the terms of this Agreement;

“Second Advance Facility Documents” means this Agreement, any Second Advance Security Documents, any third party consents/acknowledgements/direct agreements required by the Majority Lenders, acting reasonably, (in respect of the Security Interests provided for in the Security Documents) which are listed in Schedule B hereto under the heading “SECOND ADVANCE SECURITY DOCUMENTS”, the Amendment and Restatement, the Bonus Warrants Amendments, the Extension Fee Shares certificates, and all other agreements, certificates, instruments and other documents delivered or to be delivered by the Borrower or any other Credit Party hereunder or thereunder in connection with the foregoing or the Second Advance, each as amended, modified, supplemented, restated or replaced from time to time;

“Second Amendment and Restatement” has the meaning set forth in the recitals hereto;

“Second Amendment Closing Date” means the date on which this Second Amendment and Restatement becomes effective pursuant to the terms of this Agreement;

“Second Amendment Facility Documents” means this Second Amendment and Restatement, the Second Amendment Security Documents, the Bonus Warrants Second Amendments, the Second Extension Fee Shares certificates, the Second Extension Anniversary Fee Shares certificates (if applicable), and all other agreements, certificates, instruments and other documents delivered or to be delivered by the Borrower or any other Credit Party hereunder or thereunder in connection with the foregoing or this Second Amendment and Restatement, each as amended, modified, supplemented, restated or replaced from time to time;

“Second Extension Anniversary Fees” means the extension anniversary fee payments to be made by the Borrower (either in cash or with Second Extension Anniversary Fee Shares) in accordance with Section 2.9B;

“Second Extension Anniversary Fee Shares” means any Common Shares provided by the Borrower to the Lenders as payment of any Second Extension Anniversary Fees;

“Second Extension Fee Shares” has the meaning attributed to that term in Section 2.11B;

“Secured Assets” means all of the assets now owned or hereafter acquired by the Credit Parties that are now or hereafter charged or intended to be charged by any of the Security Documents;

“Securities” means, collectively, the Bonus Shares, any Bonus Adjustment Shares, the Bonus Warrants, any Bonus Warrant Shares (including any issued in the extended exercise period provided for in the Bonus Warrants Amendments and/or the Bonus Warrants Second Amendments), any Substituted Warrants, any Substituted Warrant Shares, the Annual Fee Shares, the Extension Fee Shares, the Second Extension Fee Shares, the Second Extension Anniversary Fee Shares (if applicable), the Third Extension Fee Shares, the Third Extension Anniversary Fee Shares (if applicable) and any Extension Anniversary Bonus Shares;

“Securities Act” means the United States Securities Act of 1933, as amended;

“Security Documents” means, collectively, the Initial Advance Security Documents, the Second Advance Security Documents, the Third Advance Security Documents, the Second Amendment Security Documents, and any other guarantees or security documents from time to time delivered hereunder;

“Security Interest” means any security interest, assignment by way of security, mortgage, charge (whether fixed or floating), hypothec, deposit arrangement, pledge, lien, encumbrance, preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention

agreement, and any financing lease having substantially the same economic effect as any of the foregoing);

“Stated Maturity Date” means January 31, 2022;  

“Structuring Fee” means the cash and (if applicable) other compensation to be paid/issued by the Borrower in accordance with Section 2.9;

“Subsidiary” means, in respect of any Credit Party, any subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act);

“Tax Related Person” means any Person (including a beneficial owner of an interest in a pass-through entity) who is required to include in income amounts realized (whether or not distributed) by the Agent, a Lender or any Tax Related Person of any of the foregoing;

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

“Term Sheet” means the term sheet for credit facility dated June 10, 2013 between the Borrower and Sprott Resource Lending Partnership;

“Third Advance” means the third Advance to be made by the Lenders severally to the Borrower in the principal amount of US$5,000,000 (the “Third Advance Commitment”) in accordance with this Agreement, as such amount may be amended from time to time in accordance herewith;

“Third Advance Closing Date” means the date of the Third Advance made pursuant to the terms of this Agreement;

“Third Advance Facility Documents” means this Agreement, the Third Advance Security Documents, any third party consents/acknowledgements/direct agreements required by the Majority Lenders, acting reasonably, (in respect of the Security Interests provided for in the Security Documents) which are listed in Schedule B hereto, and all other agreements, certificates, instruments and other documents delivered or to be delivered by the Borrower or any other Credit Party hereunder or thereunder in connection with the foregoing or the Third Advance, each as amended, modified, supplemented, restated or replaced from time to time;

“Third Amendment and Restatement” has the meaning set forth in the recitals hereto;

“Third Amendment Closing Date” means the date on which this Third Amendment and Restatement becomes effective pursuant to the terms of this Agreement;

“Third Amendment Facility Documents” means this Third Amendment and Restatement, the Third Extension Fee Shares certificates, the Third Extension Anniversary Fee Shares certificates (if applicable), and all other agreements, certificates, instruments and other documents delivered or to be delivered by the Borrower or any other Credit Party hereunder or thereunder in connection with the foregoing or this Third Amendment and Restatement, each as amended, modified, supplemented, restated or replaced from time to time;

“Third Extension Anniversary Fees” means the extension anniversary fee payments to be made by the Borrower (either in cash or with Third Extension Anniversary Fee Shares) in accordance with Section 2.9C;

“Third Extension Anniversary Fee Shares” means any Common Shares provided by the Borrower to the Lenders as payment of any Third Extension Anniversary Fees;

“Third Extension Fee Shares” has the meaning attributed to that term in Section 2.11C;

“Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a Credit Party or ERISA Affiliate to the PBGC or any other person under Title IV of ERISA;

“United States” means United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“U.S. Person” means a “U.S. person” as that term is defined in Rule 902(k) of the Securities Act, and includes but is not limited to (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by “accredited investors” (as defined in Rule 501(a) of Regulation D) who are not natural persons, estates or trusts; and (iv) any estate or trust of which any executor or administrator or trustee is a U.S. Person; and

“Voting Shares” means shares of capital stock of any class of any corporation carrying voting rights under all circumstances, provided that for the purposes of such definition, shares which only carry the right to vote conditionally on the happening of any event shall not be considered Voting Shares, whether or not such event shall have occurred, nor shall any shares be deemed to cease to be Voting Shares solely by reason of a right to vote accruing to shares of another class or classes by reason of the happening of such event.

1.2The division of this Agreement into articles, sections, subsections and paragraphs, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. 

1.3Any reference in this Agreement: 

(a)to any body corporate shall include successors thereto, whether by way of amalgamation, merger or otherwise; provided that transfers and assignments by the parties and corporate and other reorganizations shall nonetheless be undertaken only in accordance with any restrictions imposed by the terms of this Agreement; 

(b)to any statute, enactment or legislation or to any section or provision thereof shall include a reference to any order, ordinance, regulation, rule or by-law or proclamation made under or pursuant to that statute, enactment or legislation and all amendments, modifications, consolidations, re-enactments or replacements thereof or substitutions therefor from time to time; and 

(c)to any agreement, instrument, Authorization or other document (including Material Project Documents) shall include reference to such agreement, instrument, Authorization or other document as the same may from time to time be amended, supplemented, replaced or restated, irrespective of whether particular reference shall have been made to some (but not all) amendments, supplements, replacements or restatements thereof; provided that transfers, amendments, supplements, replacements and restatements shall nonetheless be undertaken only in accordance with any restrictions imposed by the terms of this Agreement. 

1.5The words “best knowledge”, “to the best of the Borrower’s knowledge”, “to the knowledge of” or “of which they are aware” or other similar expressions limiting the scope of any representation, warranty, acknowledgement, covenant or statement by the Borrower or the Credit Parties will be understood to be made on the basis of the actual knowledge of any of the executive officers of the Borrower or Credit Party, in each case, after due inquiry. 

1.6This Agreement shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as a  

British Columbia contract.  The parties hereby irrevocably attorn to the non-exclusive jurisdiction of the Courts of the Province of British Columbia.  

1.7In the event of any inconsistency between the provisions of this Agreement and the provisions of any other Facility Document, the provisions of this Agreement shall prevail. 

1.8In this Agreement and each other Facility Document, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.  The words “including” and “includes” mean “including” (or “includes”) without limitation. 

1.9Time shall be of the essence in all respects of this Agreement.  

1.10The Amendment and Restatement, upon becoming effective when so provided in Section 5.2, constituted an amendment and restatement of the Initial Credit Agreement and superseded the Initial Credit Agreement in its entirety.  Notwithstanding that the Amendment and Restatement is dated as of March 13, 2014, it only became effective when so provided in Section 5.2.  

1.11The Second Amendment and Restatement, upon becoming effective when so provided in Section 5.4, constituted an amendment and restatement of the Initial Credit Agreement as amended by the Amendment and Restatement and superseded the Initial Credit Agreement as amended by the Amendment and Restatement in its entirety.  Notwithstanding that the Second Amendment and Restatement is dated as of February 9, 2016, it only became effective when so provided in Section 5.4.  

1.12This Third Amendment and Restatement, upon becoming effective when so provided in Section 5.4, will constitute an amendment and restatement of the Existing Credit Agreement and will supersede the Existing Credit Agreement in its entirety.  Notwithstanding that this Third Amendment and Restatement is dated as of December 5, 2018 and has been executed by the parties hereto, it shall only become effective if and when so provided in Section 5.4.  

1.13With respect to each of the Facility Documents to which any Credit Party is a party (other than the Existing Credit Agreement), it is hereby confirmed and agreed: 

(a)that all references therein to the Initial Credit Agreement will constitute references to such agreement as amended, supplemented, restated and replaced from time to time (including by the Amendment and Restatement, the Second Amendment and Restatement and this Third Amendment and Restatement); and 

(b)that notwithstanding the amendments and restatements provided for in the Amendment and Restatement, the Second Amendment and Restatement and this Third Amendment and Restatement, each of the existing Facility Documents to which any Credit Party is a party (other than the Existing Credit Agreement), and all covenants, clauses, provisions, powers, matters and things contained therein, shall continue in full force and effect. 

1.14Each Drawdown under or in connection with the Initial Credit Agreement, the Amendment and Restatement or the Existing Credit Agreement shall continue as a Drawdown under this Third Amendment and Restatement.  

ARTICLE 2

Subject to the terms and conditions hereof, the Lenders severally agree to extend credit to the Borrower under the Facility from time to time, provided that:

(a)the aggregate amount of credit extended by each Lender in respect of the Initial Advance shall not at any time exceed the Individual Commitment of such Lender in respect of such Advance; 

(b)the aggregate amount of credit extended by each Lender in respect of the Second Advance shall not at any time exceed the Individual Commitment of such Lender in respect of such Advance, 

(c)the aggregate amount of credit extended by each Lender in respect of the Third Advance shall not at any time exceed the Individual Commitment of such Lender in respect of such Advance; and 

(d)the aggregate amount of credit outstanding under the Facility shall not at any time exceed the Commitment; 

All credit requested under the Facility shall be made available to the Borrower contemporaneously by all of the Lenders thereunder.  Each Lender shall provide to the Borrower its Pro Rata Share of each credit.  No Lender shall be responsible for any default by any other Lender in its obligation to provide its Pro Rata Share of any credit under the Facility nor shall the Individual Commitment of any Lender be increased as a result of any such default of another Lender in extending credit under the Facility.  The failure of any Lender to make available to the Borrower its Pro Rata Share of any credit under the Facility shall not relieve any other Lender of its obligation hereunder to make available to the Borrower its Pro Rata Share of such credit under the Facility.

2.2The Facility is a non-revolving facility, and any repayment under the Facility shall not be re-borrowed. 

2.3The Borrower shall provide a Notice of Borrowing to the Agent in respect of each Drawdown no later than 2:00 p.m. (Toronto Time) three (3) Business Days prior to the requested Drawdown Date.  Such Notice of Borrowing shall be irrevocable. 

2.7The rates of interest under this Agreement are nominal rates, and not effective rates or yields.  Unless otherwise stated, wherever in this Agreement reference is made to a rate of interest (or standby fee) “per annum” or a similar expression is used, such interest (or standby fee) shall be calculated on the basis of a year of 360 days for the actual number of days occurring in the period for which any such interest (or standby fee) is payable.  For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. 

2.8All payments required to be made by the Borrower or any other Credit Party pursuant to the provisions hereof or any other Facility Document shall be made in immediately available funds and without any set-off, deduction, withholding or counter-claim or cross-claim. 

(ii)if the Borrower fails to satisfy the applicable conditions precedent and draw the Initial Advance substantially as contemplated herein in circumstances where the Lenders are prepared to complete the initial closing and make the Initial Advance substantially in accordance with the terms and conditions contained in this Agreement, then, within seven days of the earlier of (x) the date on which the Borrower has made a determination not to proceed with the initial closing and Drawdown, and (y) the Initial Advance Closing Date, the Borrower shall create and issue to the respective Lenders (or as the Lenders may direct), in their respective Pro Rata Shares, as an additional structuring fee, a total of 1,300,000 transferable warrants (the “Substituted Warrants”) of the Borrower  

(instead of the Bonus Warrants) which otherwise have all the same terms and conditions as the Bonus Warrants, and in such a case all the requirements of this Agreement regarding the Bonus Warrants and the Bonus Warrant Shares shall apply, mutatis mutandis, to the warrants contemplated by this clause (ii) and the shares to be issued upon the exercise thereof (the “Substituted Warrant Shares”) and the Borrower shall comply with all such requirements even though the Initial Advance does not occur.

2.9A

In consideration for the Lenders entering into the Amendment and Restatement and making the Second Advance and the Third Advance available to the Borrower pursuant to the terms hereof, the Borrower shall pay (in cash) to the Lenders (in their respective Pro Rata Shares):

(i)on July 31, 2015, an extension anniversary fee of $50,000, if any outstanding principal balance of the Facility exists on such date; and 

(ii)[intentionally deleted]. 

2.9B

In consideration for the Lenders entering into the Second Amendment and Restatement, the Borrower shall pay, either (at the option of the Borrower) in cash or in Common Shares (which must be free of resale restrictions) determined on the basis of a price per Common Share equal to a 10% discount to the five-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange immediately prior to the date on which the payment is due, to the Lenders (in their respective Pro Rata Shares):

(iii)on February 1, 2017, if any outstanding principal balance of the Facility exists on such date, an extension anniversary fee equal to 5.5% of the outstanding principal balance of the Facility (if any) at the close of business the immediately preceding Business Day; and 

(iv)on February 1, 2018, if any outstanding principal balance of the Facility exists on such date, an extension anniversary fee equal to 4.5% of the outstanding principal balance of the Facility (if any) at the close of business the immediately preceding Business Day. 

(v)[intentionally deleted]. 

2.9C

In consideration for the Lenders entering into this Third Amendment and Restatement, the Borrower shall pay, either (at the option of the Borrower) in cash or in Common Shares (which must be free of resale restrictions) determined on the basis of a price per Common Share equal to a 10% discount to the five-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange immediately prior to the date on which the payment is due, to the Lenders (in their respective Pro Rata Shares):

(vi)On November 30, 2019, if any outstanding principal balance of the Facility exists on such date, an extension anniversary fee equal to 7.0% of the outstanding principal balance of the Facility (if any) at the close of business the immediately preceding Business Day;  

(vii)On November 30, 2020, if any outstanding principal balance of the Facility exists on such date, an extension anniversary fee equal to 6.5% of the outstanding principal balance of the Facility (if any) at the close of business the immediately preceding Business Day; and 

(viii)On November 30, 2021, if any outstanding principal balance of the Facility exists on such date, an extension anniversary fee equal to6.0% of the outstanding principal balance of the Facility (if any) at the close of business the immediately preceding Business Day. 

(a)In consideration of the Lenders entering into this Agreement and making the Initial Advance available to the Borrower pursuant to the terms hereof, the Borrower shall create and issue to the respective Lenders (or as the Lenders may direct) in their respective Pro Rata Shares: 

(i)US$900,000, payable in the form of such number of Common Shares of the Borrower (the “Bonus Shares”) determined on the basis of a price per Common Share equal to a 10% discount to the five-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange immediately prior to the Initial Advance Closing Date, which Bonus Shares shall be delivered by the Borrower to the Escrow Agent within three Business Days of the Initial Advance Closing Date to be held and dealt with in accordance with the terms of the Escrow Agreement; the Bonus Shares will be subject to resale restrictions, including applicable hold periods, under Applicable Securities Legislation; the Borrower will file the required registration statements with the SEC and all applicable securities regulatory authorities within 90 days of the Initial Advance Closing Date to ensure that the resale (after the  

earlier of repayment in full of the outstanding principal amount of the Facility and the first anniversary date of the Initial Advance Closing Date) of all Bonus Shares is registered under the Securities Act and the applicable state securities laws; plus

(ii)a total of 2,600,000 transferable warrants of the Borrower (as amended from time to time, the “Bonus Warrants”) with each warrant being exercisable for one Common Share of the Borrower (the “Bonus Warrant Shares”) at an exercise price of US$2.50 per Bonus Warrant Share and for an exercise period of three years (except amended, by virtue of the Bonus Warrants Amendments and the Bonus Warrants Second Amendments, to be at an exercise price of US$1.35 per Bonus Warrant Share and for an exercise period expiring January 30, 2020) from the Initial Advance Closing Date (subject to clause (b) below) and including customary anti-dilution provisions, all subject to the Borrower obtaining the requisite and prior approvals by the Exchange and other securities regulatory authorities as applicable.  The certificates representing the Bonus Warrants shall be in the form included as part of the attached Schedule G (as amended by the Bonus Warrants Amendments and the Bonus Warrants Second Amendments, which shall be in the form also included as part of the attached Schedule G).  The Bonus Warrants and any Bonus Warrant Shares will be subject to resale restrictions, including applicable hold periods, under Applicable Securities Legislation.  The Borrower will file the required registration statements with the SEC and all applicable securities regulatory authorities within 90 days of the Initial Advance Closing Date, or within 90 days of Second Advance Closing Date, as applicable, to ensure that the resale of all Bonus Warrant Shares arising from the Bonus Warrants (including any issued in the extended exercise period provided for in the Bonus Warrants Amendments and/or the Bonus Warrants Second Amendments) is registered under the Securities Act and the applicable state securities laws. 

(b)In respect of the Bonus Shares the following provisions shall apply (and shall survive termination of this Agreement): 

(i)on the earlier of the Escrow Agent's receipt of notice from the Agent of repayment in full of the outstanding principal amount of the Facility (which notice the Agent agrees to provide promptly) and the date which is one day after the first anniversary of the Initial Advance Closing Date (the “Bonus Shares Adjustment Date”): 

A.if the number of Bonus Shares multiplied by the price per Common Share equal to a 10% discount to the five-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange immediately prior to the Bonus Shares Adjustment Date is less than $900,000 (the amount of such difference being the “Bonus Share Shortfall”), the Borrower shall create and issue to the respective Lenders (or as the Lenders may direct) in their respective Pro Rata Shares such number of Common Shares of the Borrower (the “Bonus Adjustment Shares”) equal to the Bonus Share Shortfall determined on the  

basis of a price per Common Share equal to a 10% discount to the five-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange immediately prior to the Bonus Shares Adjustment Date; or

B.if the number of Bonus Shares multiplied by the price per Common Share equal to a 10% discount to the five-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange immediately prior to the Bonus Shares Adjustment Date is greater than $900,000 (the amount of such difference being the “Bonus Share Excess”), the Lenders (severally, as to their respective Pro Rata Shares) shall transfer and the Escrow Agent shall release and deliver to the Borrower such number of Common Shares of the Borrower (the “Bonus Excess Shares”) equal to the Bonus Share Excess determined on the basis of a price per Common Share equal to a 10% discount to the five-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange immediately prior to the Bonus Shares Adjustment Date; 

and the Lenders acknowledge that they do not require the Borrower to file any registration statements with the SEC or applicable securities regulatory authorities in respect of any resale (prior to the expiry of the applicable hold period) of any Bonus Adjustment Shares;

(ii)on the Bonus Shares Adjustment Date: 

B.if there are Bonus Excess Shares required to be delivered to the Borrower, the Lenders (severally, as to their respective Pro Rata Shares) shall deliver to the Borrower such documents (the “Bonus Excess Shares Transfer Documents”) as are required to transfer the Bonus Excess Shares to the Borrower; 

(iv)notwithstanding the escrow of the Bonus Shares, other than in respect of any Bonus Excess Shares after the Bonus Shares Adjustment Date, the Lenders shall at all times be entitled to: 

A.receive all interest, distributions and other like payments (whether in cash, security or other property) at any time payable on or with respect to the Bonus Shares and any Bonus Adjustment Shares; and 

▇.▇▇▇▇ the Bonus Shares and any Bonus Adjustment Shares and to give consents, waivers, notices and ratifications, and to take other actions, in respect of the Bonus Shares and any Bonus Adjustment Shares. 

(v)if from time to time a Lender assigns to an assignee all or a portion of its Advances and Individual Commitments, the Agent and the Borrower will co-operate in the exchange of the Bonus Shares certificate representing the assignor's Pro Rata Share of the Bonus Shares for new Bonus Shares certificates representing the assignor's (if any) and the assignee's respective Pro Rata Shares of the Bonus Shares (and such new certificates will be included thereafter as Bonus Shares certificates, and the shares represented thereby as Bonus Shares, for the purpose of this Agreement and the Escrow Agreement); and 

(vi)if, from time to time during the term of the Escrow Agreement, there is any stock dividend, stock split, consolidation or other change in the Bonus Shares, and the Agent receives any certificates for securities in exchange for or with respect to any Bonus Shares held pursuant to the Escrow Agreement, the parties agree that the Escrow Agent will hold such certificates in accordance with the terms of the Escrow Agreement (and such certificates will be included thereafter as Bonus Shares certificates, and the shares represented thereby as Bonus Shares, for the purpose of this Agreement and the Escrow Agreement). 

(c)If, prior to the expiry of the Bonus Warrants, the 10-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange equals or exceeds US$2.70 per share, then (except as otherwise provided in the Bonus Warrants certificates), upon written notice from the Borrower (with supporting calculations), all holders of the Bonus Warrants will be required to exercise any then-unexercised Bonus Warrants within 30 calendar days following receipt of such notice, failing which all such remaining and unexercised Bonus Warrants will be immediately cancelled. 

(d)THE TERMS OF THIS AGREEMENT AND THE SECURITIES HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG.  YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER OF THIS AGREEMENT AND THE SECURITIES.  IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS AGREEMENT OF THE SECURITIES, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. 

THIS AGREEMENT AND THE SECURITIES MAY NOT BE OFFERED, SOLD, ISSUED, CIRCULATED OR DISTRIBUTED TO THE PUBLIC IN HONG KONG, OTHER THAN (I) TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG (“SFO”) AND ANY RULES MADE THEREUNDER OR (II) IN CIRCUMSTANCES THAT DO NOT CONSTITUTE AN INVITATION TO THE PUBLIC FOR THE PURPOSES OF THE SFO.

2.10A

(e)In consideration of the Lenders entering into the Amendment and Restatement and making the Second Advance and the Third Advance available to the Borrower pursuant to the terms hereof, the Borrower shall create and issue to the respective Lenders (or as the Lenders may direct) in their respective Pro Rata Shares: 

(i)on August 1, 2015 (the "Extension Anniversary Bonus Shares Issue Date"), a bonus equal to 4.5% of the outstanding principal balance of the Facility (if any) at the close of business the immediately preceding Business Day, payable in the form of such number of Common Shares of the Borrower (the “Extension Anniversary Bonus Shares”) determined on the basis of a price per Common Share equal to a 10% discount to the five-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange immediately prior to the  Extension Anniversary Bonus Shares Issue Date, which Extension Anniversary Bonus Shares shall be delivered by the Borrower to the respective Lenders (or as the Lenders may direct) in the respective Pro Rata Shares within three Business Days of the Extension Anniversary Bonus Shares Issue Date; the Extension Anniversary Bonus Shares will be subject to resale restrictions, including applicable hold periods, under Applicable Securities Legislation; the Borrower will file the required registration statements with the SEC and all applicable securities regulatory authorities within 90 days of the Extension Anniversary Bonus Shares Issue Date to ensure that the resale of all Extension Anniversary Bonus Shares is registered under the Securities Act and the applicable state securities laws; plus 

(ii)[intentionally deleted]; 

(f)if from time to time a Lender assigns to an assignee all or a portion of its Advances and Individual Commitments, the Agent and the Borrower will co-operate in the exchange of the certificates representing the assignor's Pro Rata Share of the Extension Anniversary Bonus Shares for new certificates representing the assignor's (if any) and the assignee's respective Pro Rata Shares of the Extension Anniversary Bonus Shares (and such new certificates will be included thereafter as Extension Anniversary Bonus Shares certificates, and the shares represented thereby as Extension Anniversary Bonus Shares, for the purpose of this Agreement); and 

(g)THE TERMS OF THIS AGREEMENT AND THE SECURITIES HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG.  YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER OF THIS AGREEMENT AND THE SECURITIES.  IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS AGREEMENT OF THE SECURITIES, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. 

THIS AGREEMENT AND THE SECURITIES MAY NOT BE OFFERED, SOLD, ISSUED, CIRCULATED OR DISTRIBUTED TO THE PUBLIC IN HONG KONG, OTHER THAN (I) TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG (“SFO”) AND ANY RULES MADE THEREUNDER OR (II) IN CIRCUMSTANCES THAT DO NOT CONSTITUTE AN INVITATION TO THE PUBLIC FOR THE PURPOSES OF THE SFO.

(a)In consideration of the Lenders entering into this Agreement and making the Initial Advance available to the Borrower pursuant to the terms hereof, the Borrower shall pay to the respective Lenders (or as the Lenders may direct) in their respective Pro Rata Shares, on the earlier of repayment in full of the outstanding principal amount of the Facility and the first anniversary of the Initial Advance Closing Date, a non-refundable fee equal to US$150,000, payable at the Majority Lenders' option (i) in cash or (ii) in Common Shares of the Borrower (the "Annual Fee Shares") determined on the basis of a price per Common Share equal to a 10% discount to the five-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange immediately prior to such date. 

(b)The Annual Fee Shares will be subject to resale restrictions, including applicable hold periods, under Applicable Securities Legislation.  The Borrower will file the required registration statements with the SEC and all applicable securities regulatory authorities within 90 days of the issuance of the Annual Fee Shares to ensure that the resale of all Annual Fee Shares is registered under the Securities Act. 

2.11A

(c)In consideration of the Lenders entering into the Amendment and Restatement and making the Second Advance and the Third Advance available to the Borrower pursuant to the terms hereof, the Borrower shall issue to the respective Lenders (or as the Lenders may direct) in their respective Pro Rata Shares, on the Second Advance Closing Date, as further non-refundable compensation, 100,000 Common Shares of the Borrower (the "Extension Fee Shares"). 

(d)The Extension Fee Shares will be subject to resale restrictions, including  

applicable hold periods, under Applicable Securities Legislation.  The Borrower will file the required registration statements with the SEC and all applicable securities regulatory authorities within 90 days of the issuance of the Extension Fee Shares to ensure that the resale of all Extension Fee Shares is registered under the Securities Act.

2.11B

(e)In consideration of the Lenders entering into this Second Amendment and Restatement, the Borrower shall issue to the respective Lenders (or as the Lenders may direct) in their respective Pro Rata Shares, on the Second Amendment Closing Date, as further non-refundable compensation, a fee equal to 4.0% of the outstanding principal balance of the Facility (if any) at the close of business on the immediately preceding Business Day, payable in the form of such number of Common Shares of the Borrower  (the "Second Extension Fee Shares") determined on the basis of a price per Common Share equal to a 10% discount to the five-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange immediately prior to the Second Amendment Closing Date. 

(f)The Second Extension Fee Shares will be subject to resale restrictions, including applicable hold periods, under Applicable Securities Legislation.  The Borrower will file the required registration statements with the SEC and all applicable securities regulatory authorities within 90 days of the issuance of the Second Extension Fee Shares to ensure that the resale of all Second Extension Fee Shares is registered under the Securities Act. 

2.11C

(g)In consideration of the Lenders entering into this Third Amendment and Restatement, the Borrower shall issue to the respective Lenders (or as the Lenders may direct) in their respective Pro Rata Shares, on the Third Amendment Closing Date, as further non-refundable compensation, a fee equal to 7.0% of the outstanding principal balance of the Facility (if any) at the close of business on the immediately preceding Business Day, payable in the form of such number of Common Shares of the Borrower  (the "Third Extension Fee Shares") determined on the basis of a price per Common Share equal to a 10% discount to the five-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange immediately prior to the Third Amendment Closing Date. 

(h)The Third Extension Fee Shares will be subject to resale restrictions, including applicable hold periods, under Applicable Securities Legislation.  The Borrower will file the required registration statements with the SEC and all applicable securities regulatory authorities within 90 days of the issuance of the Third Extension Fee Shares to ensure that the resale of all Third Extension Fee Shares is registered under the Securities Act. 

2.12All Amounts Payable hereunder shall be made payable in lawful money of the United States.  If the date for payment of any Amount Payable is not a Business Day in both Corpus Christi, Texas and the place of payment, then such payment shall be made on the next day which is a Business Day in both such places.   

2.18Each Lender shall maintain accounts wherein the Lender shall record the amount of credit outstanding and owed to the Lender hereunder, each payment of principal and interest to such Lender on account of each Advance and all other amounts becoming due to and being paid to such Lender hereunder, including standby fees.  Each Lender's accounts constitute, in the absence of manifest error, prima facie evidence of the indebtedness of the Borrower to such Lender pursuant to this Agreement. 

ARTICLE 3

3.1The Borrower may prepay amounts outstanding under the Facility in whole or in part at any time, without penalty, provided that: 

(a)not less than six (6) months of interest on the principal amount outstanding under the Facility has been paid to the Lenders; 

(b)any such prepayment may only be made on the first Business Day in a calendar month; and 

(c)the Borrower shall have provided the Agent with at least ten (10) Business Days prior written notice of its intention to prepay the Facility, in whole or in part. 

3.2On the Stated Maturity Date the Borrower shall repay to each Lender the principal amount of the Facility advanced by such Lender which remains outstanding. 

3.3If after the Initial Advance: 

(a)the Credit Parties shall sell or otherwise dispose of any Secured Assets or other Credit Party Assets outside of the ordinary course of business in one or more transactions having a value exceeding US$2,500,000 in the aggregate, the Credit Parties shall pay or cause to be paid all cash proceeds of such sales or other dispositions of assets, net of reasonable selling costs, to the respective Lenders (pro rata based on their respective Exposures) forthwith, to be applied on account of the outstanding principal amount and all accrued but unpaid interest, standby fees, bonus and other costs, fees or charges payable hereunder from time to time; 

(b)the Credit Parties shall dispose of any Secured Assets or other Credit Party Assets outside of the ordinary course of business in one or more transactions having a value exceeding US$100,000 in the aggregate, to the extent that the proceeds of such transactions are not in the form of cash, the relevant Credit Party(ies) shall grant to the Agent (for the benefit of the Finance Parties) a first ranking Security Interest over all such proceeds, subject only to Permitted Encumbrances;  

(c)the Borrower closes one or more debt financings having a value exceeding US$100,000 in the aggregate and which are secured by any of the Secured Assets or other Credit Party Assets, the Borrower shall pay 100% of the proceeds of such financing(s), net of reasonable financing costs, to the respective Lenders (pro rata based on their respective Exposures) forthwith on closing such financing(s), to be applied on account of the outstanding principal amount and all accrued but unpaid interest, standby fees, bonus and other costs, fees or charges payable hereunder from time to time;  

(d)the Borrower issues any Bonus Warrant Shares, the Borrower shall pay 100% of the purchase price thereof to the respective Lenders (pro rata based on their  

respective Exposures) forthwith, to be applied on account of the outstanding principal amount and all accrued but unpaid interest, standby fees, bonus and other costs, fees or charges payable hereunder from time to time; or

(e)the Borrower or any direct or indirect Subsidiary thereof shall sell or otherwise dispose of any Paraguay Assets in one or more transactions having a value exceeding US$100,000 in the aggregate, the Credit Parties shall pay or cause to be paid, up to a maximum of US$5,000,000, 50% of all cash proceeds of such sales or other dispositions of such assets, net of reasonable selling costs, to the respective Lenders (pro rata based on their respective Exposures) forthwith, to be applied on account of the outstanding principal amount and all accrued but unpaid interest, standby fees, bonus and other costs, fees or charges payable hereunder from time to time. 

3.4The Borrower may, at any time, without penalty, terminate the whole or reduce in part, on a permanent basis, the unused portion of the Second Advance Commitment and/or the Third Advance Commitment, provided that: 

(a)not less than six (6) months of interest on the principal amount outstanding under the Facility has been paid to the Lenders; 

(b)any such termination or reduction may only be made on the first Business Day in a calendar month; and 

(c)the Borrower shall have provided the Agent with at least ten (10) Business Days prior written notice of such termination or reduction. 

ARTICLE 4

4.2The Borrower shall, and shall cause each of the Guarantors to, at the Borrower’s expense, register, file, record and give notice of (or cause to be registered, filed, recorded and given notice of) the Security Documents in all offices where such registration, filing, recording  

or giving notice is necessary or desirable for the perfection of the Security Interests constituted thereby and to ensure that such Security Interests are first ranking, subject only to Permitted Encumbrances.  The Agent shall have no duty or responsibility to cause registrations, filings, recordings and notices to keep in good standing the Security Interests created by the Security Documents.

4.3The Borrower shall, and shall cause each of the Guarantors to, from time to time, promptly execute and deliver all such further deeds or other instruments of conveyance, assignment, transfer, mortgage, pledge or charge as may be necessary or desirable to ensure that any additional interests in the Secured Assets acquired after the date hereof are subject to the Security Interests created pursuant to the Security Documents (and in the case of any such real property, with such title opinions or commitments as are reasonably requested by the Agent (acting in accordance with the instructions of the Majority Lenders)). 

4.4If from time to time any other Subsidiary of the Borrower holds any assets in connection with the Project or any part thereof, the Borrower shall, and shall cause such Subsidiary and each of the Guarantors to, from time to time, promptly execute and deliver all such guarantees, pledge agreements and security documents (substantially similar to those contemplated in Schedule B) as may be necessary or desirable to ensure that all assets in connection with the Project, and all shares or other ownership interests in such Subsidiary, are subject to the Security Interests created pursuant to the Security Document and secure the Facility Indebtedness. 

ARTICLE 5

(a)receipt by the Finance Parties of the following documents, each in full force and effect, and in form and substance satisfactory to the Finance Parties: 

(i)a Notice of Borrowing in respect of the Initial Advance, duly executed by the Borrower and containing a description of expenditures to be funded thereby; 

(ii)promissory notes (in registered form under section 5f.103-1(c) of the United States Treasury Regulations) in favour of the respective Lenders (in their respective Pro Rata Shares) in the aggregate principal amount of the Initial Advance, duly executed by the Borrower;  

(iii)executed copies of the Initial Advance Facility Documents, including, without limitation, this Agreement, the Initial Advance Security Documents, the Escrow Agreement, and the warrant certificates in respect of the Bonus Warrants, but provided that the certificates in respect of the Bonus Shares need only be delivered to the Escrow Agent within three Business Days of the Initial Advance Closing Date; 

(iv)certificates of status or other similar type of evidence for each of the Credit Parties from all Relevant Jurisdictions; 

(v)certified copies of the Constating Documents of each of the Credit Parties; 

(vii)certified copies of the directors’ resolutions of each of the Credit Parties with respect to its authorization, execution and delivery of the Initial Advance Facility Documents to which it is a party; 

(viii)certificates of officers of each of the Credit Parties as to corporate matters and certifying that (A) all of the representations and warranties of each of the Credit Parties contained herein or in any other Initial Advance Facility Document are true and correct on and as of the Initial Advance Closing Date, and (B) no Default or Event of Default has occurred and is continuing; 

(ix)all regulatory approvals, including approvals to the transactions contemplated herein, if required (it being understood that Exchange approval of the listings of the Bonus Shares, any Bonus Adjustment Shares and the Annual Fee Shares cannot be obtained until the numbers of such shares issuable are determined); 

(x)releases and discharges (or, if acceptable to the Agent, postponements), in registrable form where appropriate, covering all Security Interests or other encumbrances affecting the Secured Assets which are not Permitted Encumbrances, if any, or arrangements satisfactory to the Agent have been made to ensure that such documents will be provided promptly following the Initial Advance; 

(xi)an irrevocable direction to pay with respect to the Initial Advance; 

(xii)opinions of the counsel to the Credit Parties relating to, among other things, the subsistence of each of the Credit Parties, and the due authorization, execution, delivery and enforceability of the Initial Advance Facility Documents;  

(xiii)

A.a lender's title insurance policy (or a binding commitment therefor from a title insurer, together with arrangements satisfactory to the Agent regarding payment of the premium therefor out of the Initial Advance) in respect of the ▇▇▇▇▇▇ Lease and Rights of Way and the ▇▇▇▇▇▇ Facility Lands; and 

B.satisfactory PPSA and UCC searches in respect of all Secured Assets; and 

(xiv)such other documents, certificates, opinions and agreements which the Agent may reasonably require; 

(b)the Lenders shall have completed and be satisfied with their financial, business, environmental, tax, legal and other due diligence review of the Credit Parties and their respective properties and assets relative to the Project and each part thereof, including without limitation, their review of all feasibility studies, wellfield and processing plant plans, budgets, pro forma financial statements and all Material Project Documents and other documents in respect of the Project and each part thereof; 

(c)evidence that all Security Interests pursuant to the Initial Advance Security Documents have been (or will be, promptly following the Initial Advance Closing Date) duly perfected and registered in all Relevant Jurisdictions and any other relevant jurisdiction as required by the Agent and the Lenders' Counsel; 

(d)each Lender shall have received the approval of its credit committee and other required authorizations; 

(e)the Lenders shall be satisfied with the realizable value of the properties and assets being charged pursuant to the Security Documents and the adequacy of such properties and assets (as subject to the Agent's Security Interests at each particular stage) to support repayment of the Facility (as advanced and to be advanced at such stage); 

(g)as at the Initial Advance Closing Date, the Lenders shall be satisfied that no event or circumstance shall have occurred or exist that (in the reasonable opinion of the Majority Lenders, in their sole discretion) has resulted in or could reasonably be expected to result in a Material Adverse Effect; and 

(h)there shall be no other Security Interest or other liens or encumbrances whatsoever, which rank equal to or in priority to the Agent’s Security Interests granted pursuant to the Security Documents, other than Permitted Encumbrances. 

(i)a Notice of Borrowing in respect of the Second Advance, duly executed by the Borrower and containing a description of expenditures to be funded thereby; 

(ii)promissory notes (in registered form under section 5f.103-1(c) of the United States Treasury Regulations) in favour of the respective Lenders (in their respective Pro Rata Shares) in the aggregate principal amount of the Second Advance, duly executed by the Borrower; 

(iii)executed copies of the Second Advance Facility Documents, including, without limitation, the Amendment and Restatement, the Bonus Warrants Amendments, and the Extension Fee Shares certificates; 

(iv)certified copies (to the extent not previously delivered under Section 5.1) of (i) all Authorizations required under Applicable Laws (including Environmental Laws) that relate to the construction, operation or development of the Project or any part thereof, other than those that are not currently required at this stage but are reasonably expected to be obtained in the ordinary course, and (ii) all other Material Project Documents to the extent normally available at this stage; 

(v)certificates of officers of each of the Credit Parties as to corporate matters and certifying that (A) all of the representations and warranties of each of the Credit Parties contained herein or in any other Second Advance Facility Document are true and correct on and as of the Second Advance Closing Date, and (B) no Default or Event of Default has occurred and is continuing; 

(vi)an irrevocable direction to pay with respect to the Second Advance; 

(vii)opinions of the counsel to the Credit Parties relating to, among other things, the subsistence of each of the Credit Parties, and the due authorization, execution, delivery and enforceability of the Second Advance Facility Documents; and 

(viii)

A.title opinions prepared by the Credit Parties’ counsel with respect to the mineral rights and other real property interests in respect of the Goliad Mine; and 

B.satisfactory searches in respect of all Secured Assets; and 

(ix)such other documents, certificates, opinions and agreements which the Agent may reasonably require; 

(b)all regulatory approvals, including approvals to the transactions contemplated herein (including the Bonus Warrants Amendments), if required (it being understood that Exchange approval of the listings of the Bonus Shares, any Bonus Adjustment Shares, the Annual Fee Shares, and any Extension Anniversary Bonus Shares cannot be obtained until the numbers of such shares issuable are determined); 

(d)as at the date of the Second Advance, the Lenders shall be satisfied that no event or circumstance shall have occurred or exist that (in the reasonable opinion of the Majority Lenders, in their sole discretion) has resulted in or could reasonably be expected to result in a Material Adverse Effect; without limiting the generality of the foregoing, the Lenders shall be satisfied with a recent update from the Borrower's counsel regarding the status of the litigation regarding, respectively, the TCEQ's issuance of the aquifer exemption for the Goliad Mine and  the EPA's concurrence with such issuance; and 

(e)there shall be no other Security Interest or other liens or encumbrances whatsoever, which rank equal to or in priority to the Agent’s Security Interests granted pursuant to the Security Documents, other than Permitted Encumbrances. 

(a)receipt by the Finance Parties of the following documents, each in full force and effect, and in form and substance satisfactory to the Finance Parties: 

(i)a Notice of Borrowing in respect of the Third Advance, duly executed by the Borrower and containing a description of expenditures to be funded thereby; 

(ii)promissory notes (in registered form under section 5f.103-1(c) of the United States Treasury Regulations) in favour of the respective Lenders (in their respective Pro Rata Shares) in the aggregate principal amount of the Third Advance, duly executed by the Borrower; 

(iii)executed copies of the Third Advance Facility Documents; 

(iv)certified copies (to the extent not previously delivered under Section 5.1) of (i) all Authorizations required under Applicable Laws (including Environmental Laws) that relate to the construction, operation or development of the Project or any part thereof, other than those that are not currently required at this stage but are reasonably expected to be obtained in the ordinary course, and (ii) all other Material Project Documents to the extent normally available at this stage; 

(v)certificates of officers of each of the Credit Parties as to corporate matters and certifying that (A) all of the representations and warranties of each of the Credit Parties contained herein or in any other Third Advance Facility Document are true and correct on and as of the Third Advance Closing Date, and (B) no Default or Event of Default has occurred and is continuing; 

(vi)an irrevocable direction to pay with respect to the Third Advance; 

(vii)opinions of the counsel to the Credit Parties relating to, among other things, the subsistence of each of the Credit Parties, and the due authorization, execution, delivery and enforceability of the Third Advance Facility Documents; 

(viii)

A.title opinions prepared by the Credit Parties’ counsel (which may be in reliance on any existing title opinions, whether addressed to a Credit Party or any other person, which are satisfactory to the Finance Parties, acting reasonably) with respect to the mineral rights and other real property interests in respect of the Palangana Mine; provided that if such opinions are not available at the time of the Third Advance, then the Borrower covenants to obtain and provide the same within 120 days of the Third Advance Closing Date (or such longer time as may be required, provided that the Borrower is proceeding diligently and using commercially reasonable efforts to obtain and provide the same); and 

B.satisfactory searches in respect of all Secured Assets; and 

(ix)such other documents, certificates, opinions and agreements which the Agent may reasonably require; 

(b)the Lenders shall have completed and be satisfied with their financial, business, environmental, tax, legal and other due diligence review in respect of the Palangana Mine, including without limitation, their review of all feasibility  

studies, wellfield and processing plant plans, budgets, pro forma financial statements and all Material Project Documents and other documents in respect of the Palangana Mine;

(c)[intentionally deleted]; 

(e)as at the date of the Third Advance, the Lenders shall be satisfied that no event or circumstance shall have occurred or exist that (in the reasonable opinion of the Majority Lenders, in their sole discretion) has resulted in or could reasonably be expected to result in a Material Adverse Effect; and 

(f)there shall be no other Security Interest or other liens or encumbrances whatsoever, which rank equal to or in priority to the Agent’s Security Interests granted pursuant to the Security Documents, other than Permitted Encumbrances.  

(a)receipt by the Finance Parties of the following documents, each in full force and effect, and in form and substance satisfactory to the Finance Parties: 

(i)executed copies of the Second Amendment Facility Documents, including, without limitation, this Second Amendment and Restatement, the Bonus Warrants Second Amendments, the Second Extension Fee Shares certificates, and (if applicable) the Second Extension Anniversary Fee Shares certificates;  

(ii)certified copies (to the extent not previously delivered under Section 5.1) of (i) all Authorizations required under Applicable Laws (including Environmental Laws) that relate to the construction, operation or development of the Project or any part thereof, other than those that are not currently required at this stage but are reasonably expected to be obtained in the ordinary course, and (ii) all other Material Project Documents to the extent normally available at this stage; 

(iii)certificates of officers of each of the Credit Parties as to corporate matters and certifying that (A) all of the representations and warranties of each of the Credit Parties contained herein or in any other Second Amendment Facility Document are true and correct on and as of the Second Amendment Closing Date, and (B) no Default or Event of Default has occurred and is continuing; 

(iv)opinions of the counsel to the Credit Parties relating to, among other things, the subsistence of each of the Credit Parties, and the due authorization, execution, delivery and enforceability of the Second Amendment Facility Documents, and applicable Canadian and U.S. securities matters;  

(v)satisfactory searches in respect of all Secured Assets and other Credit Party Assets; and 

(vi)such other documents, certificates, opinions and agreements which the Agent may reasonably require; 

(b)all regulatory approvals, including approvals to the transactions contemplated herein (including the Bonus Warrants Second Amendments, the Second Extension Fee Shares and, if applicable, the Second Extension Anniversary Fee Shares), if required; 

(c)evidence that all Security Interests pursuant to the Security Documents, as amended by the amendments comprised in the Second Amendment Security Documents, have been duly perfected and registered in all Relevant Jurisdictions and any other relevant jurisdiction as required by the Agent and the Lenders' Counsel; 

(e)as at the Second Amendment Closing Date, the Lenders shall be satisfied that no event or circumstance shall have occurred or exist that (in the reasonable opinion of the Majority Lenders, in their sole discretion) has resulted in or could reasonably be expected to result in a Material Adverse Effect; without limiting the generality of the foregoing, the Lenders shall be satisfied with a recent update from the Borrower regarding the status of the litigation regarding, respectively, the TCEQ's issuance of the aquifer exemption for the Goliad Mine and  the EPA's concurrence with such issuance; and 

(f)there shall be no other Security Interest or other liens or encumbrances whatsoever on any of the Credit Party Assets, other than Permitted Encumbrances. 

(a)receipt by the Finance Parties of the following documents, each in full force and effect, and in form and substance satisfactory to the Finance Parties: 

(i)executed copies of the Third Amendment Facility Documents, including, without limitation, this Third Amendment and Restatement and (if applicable) the Third Extension Fee Shares certificates;  

(ii)certified copies (to the extent not previously delivered under this Agreement) of (i) all Authorizations required under Applicable Laws (including Environmental Laws) that relate to the construction, operation or development of the Project or any part thereof, other than those that are not currently required at this stage but are reasonably expected to be obtained in the ordinary course, and (ii) all other Material Project Documents to the extent normally available at this stage; 

(iii)certificates of officers of the Borrower as to corporate matters and certifying that (A) all of the representations and warranties of each of the Credit Parties contained herein or in any other Third Amendment Facility Document are true and correct on and as of the Third Amendment Closing Date, and (B) no Default or Event of Default has occurred and is continuing; 

(iv)opinions of the counsel to the Borrower relating to, among other things, the subsistence of the Borrower, and the due authorization, execution, delivery and enforceability of the Third Amendment Facility Documents, and applicable Canadian and U.S. securities matters;  

(v)[intentionally deleted]; and 

(vi)such other documents, certificates, opinions and agreements which the Agent may reasonably require; 

(b)all regulatory approvals, including approvals to the transactions contemplated herein (including the Third Extension Fee Shares and, if applicable, the Third Extension Anniversary Fee Shares), if required; 

(c)[intentionally deleted]; 

(e)as at the Third Amendment Closing Date, the Lenders shall be satisfied that no event or circumstance shall have occurred or exist that (in the reasonable opinion of the Majority Lenders, in their sole discretion) has resulted in or could reasonably be expected to result in a Material Adverse Effect; without limiting the generality of the foregoing, the Lenders shall be satisfied with a recent update from the Borrower regarding the status of the litigation regarding, respectively, the TCEQ's issuance of the aquifer exemption for the Goliad Mine and the EPA's concurrence with such issuance; and 

(f)there shall be no other Security Interest or other liens or encumbrances whatsoever on any of the Credit Party Assets, other than Permitted Encumbrances. 

ARTICLE 6

6.1The Borrower, for and on behalf of itself and the other Credit Parties, hereby represents and warrants to the Finance Parties as of the date hereof, and as of the date of each Advance made to the Borrower, and as of the Third Amendment Closing Date, that: 

(a)each of the Credit Parties has been duly incorporated and organized under the laws of its jurisdiction of incorporation and is validly existing and is current and up-to-date with all material filings required to be made under the laws of its jurisdiction of incorporation and has all requisite corporate power to carry on its business as now conducted and as presently proposed to be conducted and to own, lease or operate its property, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; 

(b)each of the Credit Parties has full power and authority to enter into each of the Facility Documents and to do all acts and things and execute and deliver all documents as are required hereunder or thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof; 

(c)each of the Credit Parties has taken all corporate steps necessary to duly authorize all matters in connection with this Agreement, including, without limitation, (i) the execution and delivery of the Facility Documents and such other agreements and instruments as contemplated herein; and (ii) the creation, allotment and issuance of the Securities and, when entered into, the Facility Documents will create valid and legally binding obligations of the Credit Parties enforceable against the Credit Parties in accordance with their respective terms; 

(d)except as set forth in Schedule F, none of the Credit Parties own, beneficially or of record, or exercise control or direction over, any shares (or other ownership interests) of any Person; 

(e)none of the Credit Parties has committed any act of bankruptcy or is insolvent, or proposed a compromise or arrangement to its creditors generally, had a petition or receiving order in bankruptcy filed against it, made a voluntary assignment in bankruptcy, taken any proceedings with respect to a compromise or arrangement, taken any proceedings to have a receiver appointed for any of its property or had any execution or distress become enforceable or become levied upon any of its property; 

(f)

(i)each of the Credit Parties is (x) licensed, registered or qualified in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make licensing, registration or qualification necessary, and (y) carrying on the business thereof in material compliance with all Applicable Law, rules and regulations of each such jurisdiction;  

(ii)none of the Credit Parties has Secured Assets, other Project Assets or other material Credit Party Assets in any jurisdiction other than Texas and (in the case of the Borrower) British Columbia; and 

(iii)all personal property located at, on or about the Project or any part thereof or used or acquired for use primarily in connection with, primarily related to, or produced from the Project or any part thereof or any business or operations thereat, and all proceeds thereof, is held by the Guarantors (as opposed to the Borrower), except for (x) certain equipment currently owned or leased by the Borrower which is specifically described in a schedule to one of the Security Documents executed by the Borrower, and (y) certain other equipment held by the Borrower which has a fair market value not exceeding US$100,000; 

(g)the Borrower is authorized to issue 750,000,000 Common Shares, of which 176,222,544 Common Shares (as of November 20, 2018) were issued and outstanding as fully paid and non-assessable shares in the capital of the Borrower on the date of this Agreement; 

(h)excepting only as set out in the Disclosure Record, no Person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement, for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of any of the Credit Parties; 

(i)none of the Credit Parties has made any loans to or guaranteed the obligations of any Person excepting only (i) the Facility, and (ii) loans between the Borrower and the Guarantors; 

(j)the Borrower is a reporting issuer or the equivalent only in the Reporting Jurisdictions and is in compliance with its obligations under the Applicable Securities Legislation of such jurisdictions and of the Exchange in all material respects and is not included in any list of defaulting reporting issuers maintained by the securities commission of such jurisdictions;  

(k)the outstanding Common Shares of the Borrower are listed and posted for trading on the Exchange; 

(l)the Borrower has the power and authority to create, issue and deliver the Securities; 

(m)upon the issuance thereof, the Bonus Shares, any Bonus Adjustment Shares, any Bonus Warrant Shares (including any issued in the extended exercise period provided for in the Bonus Warrants Amendments and/or  the Bonus Warrants Second Amendments), any Substituted Warrant Shares, the Annual Fee Shares, the Extension Fee Shares, the Second Extension Fee Shares, the Second Extension  

Anniversary Fee Shares (if applicable), the Third Extension Fee Shares, the Third Extension Anniversary Fee Shares (if applicable) and any Extension Anniversary Bonus Shares will be validly issued as fully paid and non-assessable Common Shares in the capital of the Borrower;

(n)the Borrower has complied with all Applicable Securities Legislation in connection with the issuance of the Securities, in each case including, but not limited to, receiving the approvals of the Exchange, as required, in respect of the listing of the Bonus Shares, any Bonus Adjustment Shares, any Bonus Warrant Shares (including any issued in the extended exercise period provided for in the Bonus Warrants Amendments and/or the Bonus Warrants Second Amendments), any Substituted Warrant Shares, the Annual Fee Shares, the Extension Fee Shares, the Second Extension Fee Shares, the Second Extension Anniversary Fee Shares (if applicable), the Third Extension Fee Shares, the Third Extension Anniversary Fee Shares (if applicable), and any Extension Anniversary Bonus Shares (it being understood that Exchange approval of the listings of the Bonus Shares, any Bonus Adjustment Shares, the Annual Fee Shares, and any Extension Anniversary Bonus Shares cannot be obtained until the numbers of such shares issuable are determined); 

(o)

(i)the issuance of the Securities will be exempt from the prospectus requirements of Applicable Securities Legislation of Canadian jurisdictions and no document will be required to be filed and no proceeding taken or approval, permit, consent, order or Authorization obtained under any such Applicable Securities Legislation in connection with the first trade of the Securities (assuming that: at the time of such trade, at least four months have elapsed from the “distribution date” (as such term is defined in NI 45-102)); such trade is not a “control distribution” as defined in NI 45-102; no unusual effort is made to prepare the market or create a demand for the security that is the subject of the trade; no extraordinary commission or consideration is paid to a person or company in respect of the trade; and, if any Lender is an insider of the Borrower, it has no reasonable grounds to believe that the Borrower is in default of “securities legislation” (as defined in National Instrument 14-101 Definitions));  

(ii)the issuance of the Securities will not require registration under the Applicable Securities Legislation of the United States, in reliance on the registration exemption set forth in Regulation S or Regulation D, based upon the representations and warranties of the Lenders herein (or by the exerciser of Bonus Warrants or Substituted Warrants pursuant to and in accordance with the terms thereof); and 

(iii)the issuance of the Securities will not require authorization under the Applicable Securities Legislation of Hong Kong in reliance on the "professional investor" exemption under the Securities and Future Ordinance and any applicable rules thereunder, based upon the representations and warranties of the Lenders herein (or by the exerciser  

of Bonus Warrants or Substituted Warrants pursuant to and in accordance with the terms thereof);

(p)none of the execution and delivery of the Facility Documents, the compliance by the Credit Parties with the provisions of the Facility Documents or the consummation of the transactions contemplated herein and the issue of the  Securities (including the Bonus Warrants Amendments and the Bonus Warrants Second Amendments), for the consideration and upon the terms and conditions set forth herein, does or will: (i) require the consent, approval, Authorization, order or agreement of, or registration or qualification with, any Governmental Authority, or any other, body or authority, court, stock exchange, securities regulatory authority or other Person, except such as have been obtained (or, in the case of approval by the Exchange of the listing application for the Bonus Shares, any Bonus Adjustment Shares, any Bonus Warrant Shares, any Substituted Warrant Shares, the Annual Fee Shares, the Extension Fee Shares, the Second Extension Fee Shares, the Second Extension Anniversary Fee Shares (if applicable), the Third Extension Fee Shares, the Third Extension Anniversary Fee Shares (if applicable), and any Extension Anniversary Bonus Shares as will be obtained prior to the issuance thereof); (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which any of the Credit Parties is a party or by which it or any of its properties or assets is bound; or (iii) conflict with or result in any breach or violation of any provisions of, or constitute a default under the Constating Documents of any of the Credit Parties or any resolution passed by the directors (or any committee thereof) or shareholders (or members) of any of the Credit Parties, or any statute or any judgment, decree, order, rule, policy or regulation of any court, Governmental Authority, any arbitrator, stock exchange or securities regulatory authority applicable to any of the Credit Parties or any of the properties or assets thereof which has resulted in or could reasonably be expected to result in a Material Adverse Effect; 

(q)there is no material change, as defined in Applicable Securities Legislation, relating to any of the Credit Parties, or any change in any material fact, as defined in Applicable Securities Legislation, relating to the Common Shares, which has not been or will not be (prior to the Initial Advance Closing Date) fully disclosed in accordance with the requirements of Applicable Securities Legislation and the policies of the Exchange; 

(r)no order or ruling suspending the sale or ceasing the trading in any securities (including the Common Shares) of any of the Credit Parties or prohibiting the sale of such securities has been issued by any securities regulatory authority and no such order or ruling is outstanding against any of the Credit Parties or their directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes have been threatened or, to the best of the Credit Parties’ knowledge, are pending or contemplated; 

(s)except as qualified by the disclosure in the Disclosure Record, each of the Credit Parties is the beneficial owner of the properties, business and assets referred to as being owned by it in the Disclosure Record; 

(t)except as qualified by the disclosure in the Disclosure Record, all agreements by which the Credit Parties hold an interest in property, business or assets are in good standing according to their terms and the properties in which the Credit Parties hold an interest are in good standing under all Applicable Law of the jurisdictions in which they are situated; 

(u)the Credit Parties have not approved entering into any agreement in respect of, nor have any knowledge of: (i) the purchase of any property or interest therein for an amount greater than US$1,000,000, or the sale, transfer or other disposition of any property or assets or interest therein having a value in excess of US$500,000 currently owned, directly or indirectly, by the Credit Parties, whether by asset sale, transfer of shares (or other ownership interests) or otherwise; or (ii) any Change of Control (by sale or transfer of shares (or other ownership interests) or sale of all or substantially all of the property and assets of any of the Credit Parties) of any of the Credit Parties; 

(v)the Borrower has complied with all continuous disclosure obligations under Applicable Securities Legislation; 

(w)the consolidated financial statements of the Borrower contained in the Disclosure Record, filed with each applicable securities commission, have all been prepared in accordance with U.S. generally accepted accounting principles and present fairly in all material respects, the financial condition of the Credit Parties (and all other Subsidiaries of the Borrower) as at the dates thereof and the results of the operations and the changes in the financial position of the Credit Parties (and all other Subsidiaries of the Borrower) for the periods then ended, and reflect accurately all material liabilities of the Credit Parties (and all other Subsidiaries of the Borrower) as at the dates thereof, and no adverse material changes in the financial position of the Credit Parties has taken place since July 31, 2018; 

(x)the Credit Parties have no material liabilities, fixed or contingent, that are not reflected and accurately accounted for in the consolidated financial statements of the Borrower contained in the Disclosure Record, in the notes thereto or otherwise disclosed in writing to the Agent, other than liabilities arising in the ordinary course of business since the date of such financial statements; 

(y)all material federal, state, local and other Taxes and all material liabilities with respect thereto including any penalty and interest payable with respect thereto due and payable by the Credit Parties have been paid. Except as disclosed in the Disclosure Record, all federal, state and other material tax returns, declarations, remittances and filings required to be filed by the Credit Parties have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading.  Except as disclosed in writing to the Agent, to the knowledge of the Borrower, no examination of any tax return of the Credit Parties is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Credit Parties, in any case; 

(z)the contracts, agreements and other documents listed in Schedule D represent all of the Material Project Documents, and copies of all Authorizations required under Applicable Law (including Environmental Laws) that relate to the construction, operation or development of the Project or any part thereof (other than those that are not currently required at this stage) have been provided to the Agent and are true and complete copies, and copies of all other Material Project Documents normally available at this stage have been provided to the Agent and are true and complete copies; 

(bb)except as disclosed in the Disclosure Record, none of the directors, officers or employees of the Credit Parties or, to the best of the Borrower’s knowledge, any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or proposed transaction with the Credit Parties which, as the case may be, materially affects, is material to or will materially affect the Credit Parties; 

(cc)the assets (excluding unextracted minerals and other non-insurable interests) of each of the Credit Parties and its business and operations are insured against loss or damage with insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses in comparable jurisdictions, such coverage is in full force and effect, and the Credit Parties have not failed to promptly give any notice of any material claim thereunder.  There are no claims by the Credit Parties under any such policy or instrument as to which  

any insurance company is denying liability or defending under a reservation of rights clause;

(dd)none of the Credit Parties is in violation of any term of its Constating Documents.  None of the Credit Parties is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which has resulted in or could reasonably be expected to result in any Material Adverse Effect and none of the Credit Parties is in default in the payment of any obligation owed by it which is now due and there is no action, suit, proceeding or investigation commenced, pending or, to the best of the Borrower’s knowledge after due inquiry, threatened which, either in any single case or in the aggregate, has resulted in or could reasonably be expected to result in any Material Adverse Effect or which places, or could reasonably be expected to place in question, the validity or enforceability of this Agreement, any other Facility Document or any document or instrument delivered, or to be delivered, by any of the Credit Parties pursuant hereto; 

(ee)the descriptions of each part of the Project contained in Schedule C hereto are true and complete descriptions of such parts and, collectively, of the Project, and, to the best of the Borrower’s knowledge, all of the agreements and other documents and instruments pursuant to which the Credit Parties hold any interest in the Project or any part thereof are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with their terms and neither the Credit Parties, nor any other party thereto, is in default nor has default been alleged of any of the material provisions of any such agreements, documents or instruments; 

(ff)none of the Credit Parties is in default of any material term, covenant or condition under or in respect of any judgment, order, agreement or instrument to which it is a party or to which it or any of its property or assets are or may be subject, and no event has occurred and is continuing, and no circumstance exists which has not been waived, which constitutes a default in respect of any commitment, agreement, document or other instrument to which any of the Credit Parties is a party or by which it is otherwise bound entitling any other party thereto to accelerate the maturity of any amount owing thereunder or which has resulted in or could reasonably be expected to result in a Material Adverse Effect; 

(gg)there are no actions, suits, proceedings, inquiries or investigations existing, pending or, to the best of the Borrower’s knowledge after due inquiry, threatened against or adversely affecting any of the Credit Parties or to which any of their property or assets is subject, at law or equity, or before or by any court, federal, provincial, state, municipal or other Governmental Authority, commission, board, bureau, agency or instrumentality, domestic or foreign, which has resulted in or could reasonably be expected to result in a Material Adverse Effect and no Credit Party is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority, which, either separately or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Effect; 

(hh)no Credit Party, and to the best of the Borrower’s knowledge, no director, officer, agent, employee or other Person acting on behalf of any Credit Party has, in the course of its actions for, or on behalf of, any Credit Party (i) used any corporate  

funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee;

(ii)(A) the Borrower and/or STMV (as applicable) have a valid uranium mining lease granting good and defensible, defeasible title to the net working interest and net revenue interest in the uranium shown in the Disclosure Record for each of the uranium mining leases included in the Palangana Mine and the Goliad Mine and a valid, sustainable leasehold interest in real property pursuant to the ▇▇▇▇▇▇ Lease, with both the defeasible uranium estates and the surface  leasehold being free and clear of all defects and encumbrances other than Permitted Encumbrances; 

(B) the Borrower and/or STMV (as applicable) have good and defensible title to (i) each fee simple estate in uranium shown in the Disclosure Record included in the Project, and (ii) the ▇▇▇▇▇▇ Facility Lands, with both the fee simple estates in uranium and in the ▇▇▇▇▇▇ Facility Lands being free and clear of all defects and encumbrances other than Permitted Encumbrances; by virtue of the ▇▇▇▇▇▇ Facility Lands and the ▇▇▇▇▇▇ Lease and Rights of Way, the Borrower and/or STMV have all tenures necessary to permit the operation of the ▇▇▇▇▇▇ Facility (given its current stage of development and operation);

(C) the Palangana Mine and the Goliad Mine have estimated proven and probable uranium reserves and/or estimated mineral resources as set forth in the Disclosure Record including, without limitation, mineral leases, surface leases, easements, rights of way, permits or licences from landowners or authorities permitting the use of land by the Borrower and/or STMV (as applicable) necessary to permit the operation of the Project and each part thereof (given its current stage of development and operation);  

(D) the Borrower and/or STMV (as applicable) hold or own all mineral rights, surface rights and personal property, as applicable, required to conduct the business and operations of the Project and each part thereof, in each free and clear of all encumbrances other than Permitted Encumbrances, and no other property rights are necessary for the operation of the Project or any part thereof as currently operated (given its current stage of development and operation).  Except as disclosed in the Disclosure Record: (i) there is no claim asserted or any known basis for any claim that might or could adversely and materially affect the rights of the Borrower and/or STMV (as applicable) to use, transfer or otherwise exploit such property rights; and (ii) no Credit Party has any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the property rights thereof, except for such royalty and other payments as may be provided in the applicable lease or deed or may be have been conveyed or reserved in transactions prior to acquisition by the Borrower or STMV, as applicable;

(jj)(A) the Borrower and/or STMV (as applicable) holds either fee title, valid, subsisting and enforceable leases, or other conventional property, proprietary or  

contractual interests or rights, recognized in the State of Texas, in respect of the uranium and other mineral deposits located therein and rights of ingress and egress to and the right to construct and operate injection ▇▇▇▇▇, production ▇▇▇▇▇, monitor ▇▇▇▇▇, disposal ▇▇▇▇▇, concentrators, wellfields, ▇▇▇▇▇, processing plants and other mining and processing facilities in properties in which it has an interest as described in the Disclosure Record under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the relevant Credit Parties to explore and extract the uranium and constituent minerals relating thereto.  All applicable bonus, royalty and other payments due in connection with such property, leases or claims and all property, leases or claims in which a Credit Party has an interest or right have been properly paid and all such property, leases or claims have been validly located and recorded in accordance with all Applicable Law; and

(B) the Borrower and/or STMV (as applicable) have all necessary surface rights, access rights and other necessary rights and interests relating to the properties in which it has an interest as described in the Disclosure Record granting it the right and ability to explore for uranium and constituent minerals for development purposes as are appropriate in view of the rights and interest therein of such Credit Party, with only such exceptions as do not materially interfere with the use made by it of the rights or interests so held.  Each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating to those rights and interests is currently in good standing in the name of the relevant Credit Party.  Each Credit Party has good right and full power to lease and to convey the property rights and interests described in this Agreement;

(kk)the Material Project Documents are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof (as applicable), except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Law.  No Credit Party is in default of any of the material provisions of any such Material Project Document nor has any such default been alleged, and no circumstance exists under any such Material Project Document which with the giving of notice or the passage of time or both would give rise to such a default, and all such properties and assets held pursuant thereto are in good standing under the laws of the State of Texas.  All Material Project Documents pursuant to which any Credit Party derives the interests thereof in such property and assets are in good standing and there has been no material default thereunder and all Taxes required to be paid with respect to such properties and assets to the date hereof have been paid, except where such Taxes are being disputed in good faith and with respect to which adequate reserves have been provided on the books of the relevant Credit Party.  Neither the Project nor any part thereof is subject to any right of first refusal, or purchase or acquisition right;  

(ll)the information (including the resource information) set forth in the Disclosure Record have been prepared in accordance with the United States Securities and Exchange Commission Industry Guide 7 and NI 43-101, and the method of estimating the resources has been verified by the authors thereof to current industry  

standards and the information upon which the estimates of resources were based was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof except as disclosed in the Disclosure Record;

(mm)each Credit Party owns or has the right to use under license, sub-license or otherwise all material intellectual property used by it in its business, including copyrights, industrial designs, trade marks, trade secrets, know-how and proprietary rights, free and clear of any and all encumbrances;  

(oo)no Credit Party or ERISA Affiliate has failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a Security Interest or the posting of a bond or other security under ERISA or the Code, or incurred any liability under Title IV of ERISA (other than a liability to the PBGC for premiums under Section 4007 of ERISA) that has resulted in or could reasonably be expected to result in a Material Adverse Effect; 

(pp)as of the most recent valuation date for any Pension Plan, the adjusted funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and no Credit Party or ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the adjusted funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; 

(qq)each Pension Plan has received a current favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS.  To the best knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status; 

(rr)there has been no prohibited transaction (as that term is defined in Section 4975 of the Code) or any breach of the fiduciary responsibility rules, imposed by ERISA with respect to any Plan that has resulted in or could reasonably be expected to result in a Material Adverse Effect; 

(ss)no Credit Party or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; 

(tt)no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan;  

(uu)all currently existing Pension Plans are listed on Schedule E, and except as disclosed on Schedule E, no ERISA Event has occurred with respect to any Pension Plan. All ERISA Affiliates are in compliance with ERISA in all material respects. No ERISA Affiliate is required to contribute to, or has any other Liability in respect of, any Multiemployer Plan. Except as set forth on Schedule E, (i) no Credit Party or ERISA Affiliate has failed to meet all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, (ii) no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained, and (iii) the current value of the accumulated benefit obligation of each Pension Plan does not exceed the current value of the assets of such Pension Plan available for the payment of such benefits by more than US$100,000; 

(vv)neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the United States Investment Company Act of 1940, as amended; 

(ww)except for contracts listed in the Disclosure Record and in effect on the date hereof and contracts hereafter disclosed in writing to the Agent (with respect to all of which contracts the Borrower represents that it or the applicable Credit Party is or will be, as applicable, receiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and is not having deliveries curtailed substantially below the subject property’s delivery capacity), no material agreements exist for the sale of production from the Credit Parties’ mineral leases (including, without limitation, calls on or other rights to purchase production, whether or not the same are currently being exercised) that (a) pertain to the sale of production at a fixed price and (b) have a maturity or expiry date of longer than six (6) months from the date thereof, which agreements are not cancelable on 60 days’ notice or less without penalty or detriment;  

(xx)the Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the United States Federal Reserve Board).  No part of the proceeds of any Advance will be used for any purpose which violates the provisions of such regulations; and 

United States Department of Homeland Security pertaining to importations; or (v) the Census Bureau of the United States Department of Commerce pertaining to export and import reporting (such laws and regulations, collectively, the “International Trade Laws”).

6.4Each Lender severally acknowledges and agrees on its own behalf and, if applicable, on behalf of each of its designee(s) for the receipt of Bonus Warrants or Substituted Warrants, as follows: 

(a)the Securities have not been registered under the Securities Act, or the securities laws of any state of the United States, and, unless registered under the Securities Act and the applicable state securities laws, or unless exempt from such registration requirements, may not be offered or sold in the United States or to, or for the benefit or account of, any person in the United States or any U.S. Person; 

(b)the Bonus Warrants and any Substituted Warrants may not be exercised by or for the account or benefit of a U.S. Person or a person in the United States unless the underlying Bonus Warrant Shares or the underlying Substituted Warrant Shares, as the case may be, are registered under the Securities Act and the securities laws of all applicable states of the United States, or unless an exemption is available from the registration requirements of such laws; 

(c)the Securities will be "restricted securities", as such term is defined in Rule 144(a)(3) under the Securities Act, will be represented by certificates bearing restrictive legends in customary form, and may not be offered, sold, pledged, or otherwise transferred (directly or indirectly), unless registered under the Securities Act and applicable state securities laws, and the Lender (or such Lender’s designee(s) for the receipt of Bonus Warrants or Substituted Warrants, if applicable) will not offer, sell, pledge or otherwise transfer (directly or indirectly) any of the Securities absent such registration, except: 

(i)to the Borrower, 

(ii)outside the United States in an "offshore transaction" meeting the requirements of Rule 904 of Regulation S, if available, and in compliance with applicable state or local laws and regulations, 

(iii)in compliance with the exemption from the registration requirements under the Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable state or local laws and regulations, or 

(iv)in a transaction that does not require registration under the Securities Act or any applicable state laws and regulations governing the offer and sale of securities,  

(v)and, in the case of each of (ii), (iii) and (iv) it has prior to such sale furnished to the Borrower an opinion of counsel in form and substance reasonably satisfactory to the Borrower stating that such transaction is exempt from registration under applicable securities laws; 

(d)any Lender (and, if applicable, such Lender’s designee(s) for the receipt of Bonus Warrants or Substituted Warrants) who is acquiring Securities in an “offshore transaction” pursuant to and as defined in Regulation S, additionally agrees and acknowledges that:  

(i)the Lender (and, if applicable, such Lender’s designee(s) for the receipt of Bonus Warrants or Substituted Warrants) will not, during a six-month distribution compliance period commencing on the Initial Advance Closing Date or, with respect to any Substituted Warrants or Substituted Warrant Shares, the date of issuance of the Substituted Warrants, act as a distributor of any Securities, on the understanding that for purposes of Regulation S, a “distributor” is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement in the distribution of securities sold in reliance on Regulation S,  

(ii)the Lender (and, if applicable, such Lender’s designee(s) for the receipt of Bonus Warrants or Substituted Warrants) will not engage in hedging transactions with regard to any Securities unless in compliance with the Securities Act; and 

(iii)the Borrower will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; 

(e)no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; 

(f)there is no government or other insurance covering the Securities; 

(g)there are risks associated with the purchase of the Securities; 

(h)there are restrictions on the Lender’s ability to resell the Securities and it is the responsibility of the Lender to find out what those restrictions are and to comply with them before selling any of the Securities; and 

(i)the Borrower has advised the Lender that the Borrower is relying on an exemption from the requirements to provide the Lender with a prospectus and to sell Securities through a person registered to sell securities under the securities legislation of British Columbia and the Lender’s jurisdiction of residence and, as a consequence of acquiring the Securities pursuant to these exemptions, certain protections, rights and remedies provided by such securities legislation, including statutory rights of rescission or damages, will not be available to the Lender. 

6.5Each Lender severally represents and warrants on its own behalf and, if applicable, on behalf of its designee(s) for the receipt of Bonus Warrants or Substituted Warrants, as follows: 

(a)unless the Lender (and, if applicable, each of its designee(s) for the receipt of Bonus Warrants or Substituted Warrants) is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D, and has completed, executed and delivered the Certification of U.S. Accredited Investor Status in the form attached hereto as Schedule H (in which case the Lender makes the representations, warranties and covenants therein):  

(i)it is not a U.S. Person;, 

(ii)it is not acquiring any Securities for the account or benefit of a U.S. Person or a person in the United States, 

(iii)it was not offered any Securities in the United States, 

(iv)it was not offered any Securities as the result of any “directed selling efforts”, as that term is defined in Regulation S;  

(v)it was outside the United States at the time that it received, executed and delivered this Agreement;  

(vi)the current structure of all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the Securities Act; and 

(vii)it has no intention to distribute either directly or indirectly any of the Securities in the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States, except in compliance with the Securities Act and any applicable state securities laws; 

(b)if the Lender (or, if applicable, any of its designee(s) for the receipt of Bonus Warrants or Substituted Warrants) is a resident of or otherwise subject to the securities laws of any provinces or territory of Canada, the Lender (and, if applicable, such Lender’s designee(s) for the receipt of Bonus Warrants or  

Substituted Warrants) is an “accredited investor” as defined in NI 45-106, and has completed, executed and delivered the Certification of Canadian Accredited Investor Status in the form attached hereto as Schedule I (in which case the Lender makes the representations, warranties and covenants therein); and

(c)if the Lender is located in Hong Kong, it is a "professional investor" as such term is defined in the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong) and any applicable rules made thereunder. 

6.6Each Lender severally acknowledges and consents (on its own behalf and, if applicable, on behalf of its designee(s) for the receipt of Bonus Warrants or Substituted Warrants),  to the release by the Borrower of information regarding the Lender’s participation in the transactions contemplated hereby including its name, address, telephone number, e-mail address and the number of Securities acquired, if required to comply with Applicable Securities Law, and waives to the extent lawful, its rights under any privacy legislation. Without limiting the generality of the foregoing, any Lender who is resident in or otherwise subject to the securities laws of the Province of Ontario acknowledges that it has been notified by the Borrower:  

(a)of the delivery of personal information to the Ontario Securities Commission; 

(b)that personal information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in securities legislation; 

(c)that personal information is being collected for the purposes of the administration and enforcement of the securities legislation in Ontario; 

(d)that the Lender can contact the Administrative Assistant to the Director of Corporate Finance at the Ontario Securities Commission at ▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇, 20 Queen Street West, Toronto, Ontario M5H 3S8, or by telephone at (▇▇▇) ▇▇▇-▇▇▇▇ for information regarding the collection and use of personal information by the Ontario Securities Commission; and  

(e)the Lender, and any beneficial purchaser for whom it is contracting hereunder, hereby authorizes the indirect collection of personal information by the Ontario Securities Commission. 

ARTICLE 7

7.1While any Facility Indebtedness is outstanding or the Facility remains available to the Borrower, the Borrower will: 

(a)duly and punctually pay or cause to be paid to the Finance Parties each Amount Payable, on the dates, at the places, in the currency and in the manner mentioned herein, including, without limitation, the payment of each Payment Amount, and, upon the occurrence of any Event of Default, the outstanding balance of the  

Facility (the Borrower acknowledges that it is personally obligated and fully liable for the amounts due hereunder and under the promissory notes issued hereunder and that the Finance Parties have the right to ▇▇▇ on this Agreement or such promissory notes and obtain personal judgement against the Borrower for the satisfaction of the amounts due hereunder or thereunder, either before or after a judicial foreclosure of the mortgage or deed of trust or other security granted in favour of the Agent securing the obligations of the Borrower to the Finance Parties hereunder or thereunder);

(b)provide to the Agent (with sufficient copies for all of the Lenders) monthly financial reports and other summaries as requested by the Agent from time to time, which reports will include the balance sheet, income statement, statement of aged trade payables, and costs incurred and estimates to complete the Project, together with any other reports that the Agent (in accordance with the instructions of the Majority Lenders, acting reasonably) may require from time to time, all in form and substance satisfactory to the Agent, in its reasonable discretion; 

(c)timely file all documents that must be publicly filed or sent to its shareholders pursuant to Applicable Securities Legislation within the time prescribed by such Applicable Securities Legislation and will make such documents available on the System for Electronic Document Analysis and Retrieval or the SEC's Electronic Data Gathering, Analysis and Retrieval database, as applicable, within such prescribed time period, and in the event that the Borrower is not at any time subject to Applicable Securities Legislation, the Borrower will continue to provide to the Agent (with sufficient copies for all of the Lenders): (i) within 90 days after the end of each fiscal year, copies of its annual report and audited annual financial statements, (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, interim financial statements which shall, at a minimum, contain such information required to be provided in quarterly reports by a “reporting issuer” (as such term is defined in such Applicable Securities Legislation) under the Applicable Securities Legislation, together with all such operational and other reports as the Agent (in accordance with the instructions of the Majority Lenders, acting reasonably) may require from time to time.  Each of the reports referred to in the foregoing sentence will be prepared in accordance with disclosure requirements of Applicable Securities Legislation and U.S. generally accepted accounting principles, as applicable; 

(d)take all reasonable steps and actions as may be required: (i) to maintain the listing and posting for trading of the Common Shares on the Exchange, provided that the Borrower may move its listing to any other stock exchange or market as is acceptable to the Agent (in accordance with the instructions of the Majority Lenders, acting reasonably); and (ii) to maintain its status as a “reporting issuer”, or the equivalent thereof in compliance with the requirements of the Applicable Securities Legislation; 

(e)comply with all Applicable Securities Legislation in connection with the issuance of the Securities, including, but not limited to, obtaining the approvals of the Exchange, as required, in respect of the listing thereof;  and forthwith after the issuance of the Securities, the Borrower will file such forms and documents as may be required under Applicable Securities Legislation; 

(f)continue to comply with all continuous disclosure obligations under Applicable Securities Legislation; 

(g)notify the Agent in writing within two (2) Business Days of the occurrence of any change in the directors or officers of any of the Credit Parties;  

(h)promptly notify the Agent in writing upon becoming aware of: (i) any Default or Event of Default, (ii) any material suit, proceeding or governmental investigation pending or, to the Borrower’s knowledge, threatened or any notification of any challenge to the validity of any Authorization, relating to the Borrower, any Guarantor, the Project or any part thereof or any of the Secured Assets or any other material Credit Party Assets, (iii) any force majeure event under any document relating to the Project or any part thereof or any of the Secured Assets or any other material Credit Party Assets, (iv) any suit, proceeding, demand, claim or governmental investigation or communication pending or, to the Borrower’s knowledge, threatened, relating to the Project or any part thereof, and  (v) any notice of default received in respect of any Material Project Document; and 

(i)provide the Agent with evidence, promptly upon request, that any particular payments due, or coming due within 10 days, under the terms of the Material Project Documents have been paid. 

7.2While any Facility Indebtedness is outstanding or the Facility remains available to the Borrower, each Credit Party covenants with the Finance Parties that it will, and ensure that each of its Project Subsidiaries from time to time will:  

(a)at all times maintain its corporate existence, obtain and maintain all material Authorizations required or necessary in connection with its business, the Project and each part thereof and the Secured Assets, and carry on and conduct its business in a reasonably proper and efficient manner;  

(b)keep or cause to be kept proper books of account and make or cause to be made therein true and complete entries of all of its dealings and transactions in relation to its business in accordance with  U.S. generally accepted accounting principles, and at all reasonable times will furnish or cause to be furnished to the Finance Parties or their duly authorized agent or attorney such information relating to its operations as the Agent (in accordance with the instructions of the Majority Lenders, acting reasonably) may request and such books of account shall be open for inspection by the Finance Parties or such agent or attorney upon reasonable request;  

(d)ensure that each of the Security Documents to which it is a party will at all times constitute valid and perfected first ranking security on all the Secured Assets, subject only to Permitted Encumbrances, and at all times take all actions necessary or reasonably requested to create, perfect and maintain the Security Interests granted pursuant to the Security Documents as perfected first ranking security over the Secured Assets, subject only to Permitted Encumbrances;  

(e)duly and punctually perform and carry out all of the covenants and acts or things to be done by it as provided in this Agreement and each of the other Facility Documents; 

(f)obtain, maintain and, as required, timely renew all required governmental Authorizations and third party approvals and consents for development and operation of the Project and each part thereof (as may be required for the then current state of development or operation of the Project or any part thereof), including but not limited to all Authorizations required under applicable Environmental Laws;  

(g)comply in all material respects with all Applicable Law, including Environmental Laws and Applicable Securities Legislation; 

(h)ensure that, at all times, the Guarantors (as opposed to the Borrower) hold all present and after-acquired personal property now or hereafter located at, on or about the Project or any part thereof or now or hereafter used or acquired for use primarily in connection with, primarily related to, or produced from the Project or any part thereof or any business or operations thereat, and all proceeds thereof, except for (x) certain equipment currently owned or leased by the Borrower which is specifically described in a schedule to one of the Security Documents executed by the Borrower, and (y) certain other equipment now or hereafter held by the Borrower which has a fair market value not exceeding US$250,000; 

(m)cause all necessary and proper steps to be taken diligently to protect and defend the Secured Assets and other Project Assets and the proceeds thereof against any material adverse claim or demand, including without limitation, the employment or use of counsel for the prosecution or defence of litigation and the contest, settlement, release or discharge of any such claim or demand;  

(n)as may be required by the Agent (in accordance with the instructions of the Majority Lenders, acting reasonably) from time to time, execute and deliver such further and other documents and do all matters and things which are necessary to carry out the intention and provisions of this Agreement; 

(o)promptly provide to the Agent: 

(i)in the event a Credit Party or ERISA Affiliate gives or is required to give notice to the PBGC of any Reportable Event with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; 

(ii)in the event a Credit Party or ERISA Affiliate receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; 

(iii)in the event a Credit Party or ERISA Affiliate receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; 

(iv)in the event a Credit Party or ERISA Affiliate applies for a waiver of the minimum funding standard under the Pension Funding Rules, a copy of such application; 

(v)in the event a Credit Party or ERISA Affiliate gives notice of intent to terminate any Plan under Section 4041(c) of ERISA or withdraw from any Plan pursuant to Section 4063 of ERISA, a copy of such notice and other information filed with the PBGC; 

(vi)upon the occurrence of any ERISA Event or in the event a Credit Party or ERISA Affiliate fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Security Interest or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Credit Party setting forth details as to such occurrence and action, if any, which the Credit Party or ERISA Affiliate is required or proposes to take; and 

(vii)in the event a Credit Party or ERISA Affiliate determines that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, a certification of funding status from the enrolled actuary for the Pension Plan; 

(p)[deleted]; 

(q)[deleted];  

(r)without limiting the generality of Section 7.2(d) or the provisions of any Security Document to which any Credit Party is, from time to time, party, deliver such further security documents as the Agent (in accordance with the instructions of the Majority Lenders) may from time to time reasonably request with respect to any of the Secured Assets;  

(s)the Borrower and its Subsidiaries will at all times comply with all International Trade Laws in all respects; and 

(t)maintain, at all times, an Adjusted Working Capital Ratio of not less than 1:1. 

(a)directly or indirectly issue, incur, assume or otherwise become liable for or in respect of any Indebtedness other than Permitted Indebtedness; 

(b)directly or indirectly create, incur, assume, permit or suffer to exist any Security Interest or other encumbrances whatsoever against any of its properties or assets other than Permitted Encumbrances; 

(d)allow any Secured Assets, other Project Assets or other material Credit Party Assets to be located outside of Texas and (in the case of the Borrower) British Columbia; 

(e)amend, modify or vary any Material Project Document (except for amendments entered into in respect of Authorizations, copies of which are promptly provided to the Agent, and except for immaterial amendments entered into in the ordinary course of business in respect of other Material Project Documents, copies of which are promptly provided to the Agent), or terminate or surrender any agreement, contract, right of way, lease or easement which is a Material Project Document, without the prior written consent of the Agent (in accordance with the instructions of the Majority Lenders, none of whom shall unreasonably withhold its consent); 

(f)[intentionally deleted]; 

(g)enter into any scheme for the reconstruction or reorganization of it or for the consolidation, amalgamation, merger or similar transaction of it with or into any other Person without the prior written consent of the Agent (in accordance with the instructions of the Majority Lenders, none of whom shall unreasonably withhold its consent);  

(h)make any prepayment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value (except for any scheduled final maturity payment, scheduled repayment or scheduled sinking fund payment, in each case when due) any Indebtedness other than (unless otherwise restricted by this Agreement or any subordination, postponement or intercreditor agreement) Permitted Indebtedness; 

(i)purchase, redeem, retire or otherwise acquire, for cash or Indebtedness (whether in whole or in part), any securities (equity or other), or purchase or otherwise acquire, for cash or Indebtedness (whether in whole or in part), any assets (other than an acquisition in the ordinary course of business) from any other Person (other than a Credit Party) without the prior written consent of the Agent (in accordance with the instructions of the Majority Lenders, acting reasonably); 

(i)an Affiliate Transaction on terms that are no less favourable than those that would have been obtained in a comparable arm’s-length transaction with a Person who is not a “related person”, as such term is defined in the Bankruptcy and Insolvency Act (Canada);  

(ii)any payments by a Subsidiary to the Borrower; and 

(iii)any Affiliate Transaction between any Credit Parties; 

(k)make any material amendment to any of its Constating Documents; 

(l)change its name or fiscal year; 

(m)transfer or permit the transfer of any shares of other equity interests of any Project Subsidiaries; 

(n)declare or provide for any dividends, distributions or other payments based on share capital; 

(o)pay out any shareholders (or members or partners) loans or other Indebtedness to non-arm's-length parties other than the Borrower; 

(p)make any material payments to shareholders (or members or partners), affiliates or executives, other than commercially reasonable salaries and employment bonuses that are consistent with past company and industry practices, without the prior written consent of the Agent (in accordance with the instructions of the Majority Lenders, none of whom shall unreasonably withhold its consent);  

(q)guarantee the obligations of any other Person, directly or indirectly, other than obligations of the Credit Parties permitted by this Agreement; 

(r)enter into or become party or subject to any dissolution, winding-up, reorganization or similar transaction or proceeding;  

(s)engage in the conduct of any business other than the business of the Credit Parties as existing on the date of this Agreement or in businesses reasonably related thereto on a basis consistent with the conduct of such business as conducted on the date of this Agreement; or 

(t)incur any obligation to contribute to any Multiemployer Plan. 

exceed the amount of such retainer, the Borrower will pay to the Agent all additional retainer monies as may be requested by the Agent.  All such retainer monies will be refundable if and to the extent not required to pay the amounts payable pursuant to the first sentence of this section.

7.5If the Borrower or any other Credit Party shall fail to perform any of its respective covenants contained in this Agreement or any of the other Facility Documents, the Agent, upon becoming aware of such failure, may (in accordance with the instructions of the Majority Lenders, in their discretion), but need not, itself perform any of such covenants capable of being performed by it, but is under no obligation to do so.  All reasonable sums so required to be paid by the Agent in connection with the Agent’s performance of any covenant will be added to and form part of the principal amount of the Facility and shall accrue interest from the date so paid by the Agent as if the same had been advanced by the Lenders (in their respective Pro Rata Shares) to the Borrower hereunder on such date.  No such performance by the Agent of any such covenant or payment or expenditure by the Borrower of any sums advanced or borrowed by the Agent pursuant to the foregoing provisions shall be deemed to relieve the Borrower from any default hereunder or its continuing obligations hereunder. 

ARTICLE 8

(a)if the Borrower defaults in payment of any Amount Payable and such default continues for a period of 3 days; 

(b)if the Borrower or any Guarantor defaults in observing or performing any other covenant or condition of this Agreement or any other Facility Document on its part to be observed or performed and, with respect to such covenants or conditions which are capable of rectification, if such default continues for a period of 30 days after notice in writing has been given to the Borrower by the Agent specifying such default and requiring the Borrower to rectify the same; 

(c)if any one or more of the Facility Documents ceases to be in full force and effect or if any Security Document ceases to constitute a valid and perfected first priority Security Interest (subject only to Permitted Encumbrances) upon all the Secured Assets it purports to charge or encumber, in favour of the Agent; 

(d)any change in laws, policies, Taxes, rights of or obligations to any national or local governments in any Relevant Jurisdictions having the force of law that (in the reasonable opinion of the Majority Lenders, in their sole discretion) results in or could reasonably be expected to result in a Material Adverse Effect; 

(e)any act of expropriation, nationalization or other similar event or circumstance affecting the properties and assets of the Credit Parties that (in the reasonable  

opinion of the Majority Lenders, in their sole discretion) results in or could reasonably be expected to result in a Material Adverse Effect;  

(f)the institution by the Borrower or any Guarantor of proceedings to be adjudicated a bankrupt or insolvent or any similar proceedings or the consent by it to the institution of bankruptcy or insolvency proceedings or any similar proceedings against it or the filing by it of a petition or answer or consent seeking liquidation, reorganization or relief under any applicable federal, provincial or state law relating to bankruptcy, insolvency, reorganization or relief of debtors, or the consent by it to the filing of any such petition or to the appointment under any such law of a receiver, receiver-manager, liquidator, assignee, trustee, sequestrator or other similar official of the Borrower or any Guarantor or of all or substantially all of its property, or the making by it of a general assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due or anything analogous in a Relevant Jurisdiction; 

(g)the entry of a decree or order by a court having jurisdiction adjudging the Borrower or any Guarantor a bankrupt or insolvent or approving as properly filed an application or a petition seeking liquidation, reorganization, arrangement or adjustment of or in respect of the Borrower or any Guarantor under any Applicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or appointing under any such law a receiver, receiver-manager, liquidator, assignee, trustee, sequestrator or other similar official of the Borrower or any Guarantor or of all or substantially all of its property, or ordering pursuant to any such law the winding-up or liquidation of its affairs, and the continuance of any such decree or order unvacated and unstayed and in effect for a period of 30 consecutive days or anything analogous in a Relevant Jurisdiction; 

(h)any proceedings are commenced for the bankruptcy, insolvency, reorganization, winding-up, liquidation or dissolution or any similar proceedings of the Borrower or any Guarantor or any decree, order or approval for such bankruptcy, insolvency, reorganization, winding-up, liquidation or dissolution is issued or entered, unless the Borrower or such Guarantor in good faith actively and diligently contests such proceedings, decree, order or approval, resulting in a dismissal or stay thereof within 30 days of commencement or anything analogous in a Relevant Jurisdiction;  

(i)a resolution is passed for the winding-up, dissolution or liquidation of the Borrower or any Guarantor; 

(j)this Agreement or any other Facility Document shall for any reason, or is claimed by the Borrower or any Guarantor to, cease in whole or in any part to be a legal, valid, binding and enforceable obligation of the Borrower or such Guarantor;  

(k)the Borrower or any Guarantor fails to pay the principal of, premium, if any, interest on, or any other amount owing in respect of any of its Indebtedness or other obligation which is outstanding in an aggregate principal amount exceeding US$150,000 when such amount becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness or other obligation; or any other event occurs or condition exists and continues after the applicable grace  

period, if any, specified in any agreement or instrument relating to any such Indebtedness or other obligation, if its effect is to accelerate or permit the acceleration of, such Indebtedness or other obligation; or any such Indebtedness or other obligation shall be, or may be, declared to be due and payable prior to its stated maturity;

(l)any representation or warranty given by the Borrower or any Guarantor in this Agreement or any other Facility Document shall prove to be incorrect or misleading in any material respect as at the date on which it was made and, if the circumstances giving rise to the incorrect or misleading misrepresentation or warranty are capable of modification or rectification (such that, thereafter the representation or warranty would be correct and not misleading), the representation or warranty remains incorrect or misleading at the end of a period of 30 days from the date the Borrower or such Guarantor becomes aware of such incorrect or misleading misrepresentation; 

(m)the occurrence or existence of any event or circumstance which has or could reasonably be expected to have a Material Adverse Effect (in the reasonable opinion of the Majority Lenders, in their sole discretion); 

(n)▇▇▇▇ ▇▇▇▇▇▇ ceases to be the President and Chief Executive Officer of the Borrower; 

(o)the occurrence of a Change of Control unless, prior to or within 20 Business Days of such event, the Borrower has obtained the Majority Lenders' prior written consent to the same (which, without limitation, may require providing such additional comfort as the Majority Lenders in their discretion may require);  

(p)any destruction or abandonment of the Project or any part thereof which destruction or abandonment causes any material reduction in the valuation thereof or material delay of its development or the achievement of commercial production; 

(q)one or more final judgments or decrees for the payment of money in excess of US$500,000 individually or US$1,000,000 on a cumulative basis, are rendered against the Credit Parties or any of them by a court of competent jurisdiction, and the same is not paid in full within 15 days;  

(r)any Credit Party or ERISA Affiliate shall fail to pay when due an amount or amounts aggregating in excess of US$100,000 which it shall have become liable to pay under Title IV of ERISA; notice of intent to terminate a Plan or Plans having aggregate Unfunded Liabilities in excess of US$100,000 shall be filed under Title IV of ERISA by any Credit Party or ERISA Affiliate, any plan administrator or any combination of the foregoing; the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Plan or Plans having aggregate Unfunded Liabilities in excess of 100,000; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan or Plans having aggregate Unfunded Liabilities in excess of US$100,000 must be terminated; any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305  

of ERISA; there occurs a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans, which could cause one or more Credit Party or ERISA Affiliate to incur a current payment; any ERISA Event occurs with respect to any Pension Plan or any Multiemployer Plan and the then current value of the accumulated benefit obligation of such Pension Plan or Multiemployer Plan exceeds the then current value of the assets of such Pension Plan or Multiemployer Plan available for the payment of such benefit liabilities by more than US$100,000 (or in the case of an ERISA Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount); or

(s)(i) any Authorization required under Environmental Laws which is a Material Project Document has been terminated or surrendered by any Credit Party, or (ii) any Authorization required under Environmental Laws which is a Material Project Document is either (1) terminated, voided, vacated, rejected or otherwise invalidated by any Governmental Authority or (2) to the extent that such action would have a Material Adverse Effect, is modified, limited, or partially terminated, voided, vacated, rejected or otherwise invalidated by any Governmental Authority, and any such terminating, voiding, vacating, rejecting, invalidating, modifying, or limiting in the case of either (1) or (2) is either (i) not subject to any further appeal on terms that would allow the Credit Parties to continue to operate the Project or relevant part thereof pending appeal, according to the terms of the Authorization as issued or (ii) the Credit Parties fail to preserve and pursue any such appeal. 

(a)the Agent may (in accordance with the instructions of the Majority Lenders) proceed to enforce, and to instruct any other Person to enforce, the rights of the Finance Parties by any action, suit, remedy or proceeding authorized or permitted by this Agreement or any of the other Facility Documents or by law or equity; and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Finance Parties proven in any bankruptcy, insolvency, winding-up or other judicial proceedings relating to the Borrower and the other Credit Parties; and 

(b)no such remedy for the enforcement of the rights of the Finance Parties shall be exclusive of or dependent on any other such remedy but any one or more of such remedies may from time to time be exercised independently or in combination.  

8.6To the extent permitted by Applicable Law, each Credit Party irrevocably appoints the Agent to be the attorney of such Credit Party in the name and on behalf of such Credit Party to execute any instruments and do any things which such Credit Party ought to execute and do, and has not executed or done, under the covenants and provisions  

contained in this Agreement and generally to use the name of such Credit Party in the exercise of all or any of the powers hereby conferred on the Agent with full powers of substitution and revocation.  Such power of attorney, being coupled with an interest, is irrevocable.

ARTICLE 9

9.2The Agent may treat each Lender set forth in Schedule A hereto or the Person designated in the last notice delivered to it under Section 12.5 as the holder of all of the interests of such Lender under the Facility Documents. 

9.3The Agent may consult with legal counsel selected by it as counsel for the Agent and the other Finance Parties and shall not be liable for any action taken or not taken or suffered by it in good faith and in accordance with the advice and opinion of such counsel. 

9.4The Agent shall not be under any duty to the Lenders to examine, enquire into or pass upon the validity, effectiveness or genuineness of the Facility Documents or any instrument, document or communication furnished pursuant to or in connection with the Facility Documents and the Agent shall, as regards the Lenders, be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be. 

9.5With respect to those portions of the Facility made available by it as a Lender, the Agent shall have the same rights and powers under the Facility Documents as any other Lender and may exercise the same as though it were not the Agent.  The Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with each Credit Party and its Affiliates and Persons doing business with such Credit Party and/or any of its Affiliates as if it were not the Agent and without any obligation to account to the Lenders therefor. 

9.6The duties and obligations of the Agent to the Lenders under the Facility Documents are only those expressly set forth herein.  The Agent shall not have any duty to the Lenders to investigate whether a Default or an Event of Default has occurred.  The Agent shall, as regards the Lenders, be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Agent has actual knowledge or has been notified by a Credit Party of such fact or has been notified by a Lender that such Lender considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof. 

9.9The Agent shall be under no liability or responsibility whatsoever as agent hereunder: 

(a)to any Credit Party or any other Person as a consequence of any failure or delay in the performance by, or any breach by, any Lender or Lenders of any of its or their obligations under any of the Facility Documents; 

(b)to any Lender or Lenders as a consequence of any failure or delay in performance by, or any breach by, any Credit Party of any of its obligations under any of the Facility Documents; or 

(c)to any Lender or Lenders for any statements, representations or warranties in any of the Facility Documents or in any other documents contemplated hereby or thereby or in any other information provided pursuant to any of the Facility Documents or any other documents contemplated hereby or thereby or for the validity, effectiveness, enforceability or sufficiency of any of the Facility Documents or any other document contemplated hereby or thereby. 

9.10The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Credit Parties), pro rata based on their respective Exposures, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of any of the Facility Documents or any other document contemplated hereby or thereby or any action taken or omitted by the Agent under any of the Facility Documents or any document contemplated hereby or thereby, except that no Lender shall be liable to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of the Agent. 

9.11Each Lender represents and warrants to the Agent that: 

(a)in making its decision to enter into this Agreement and to make its Pro Rata Share of the Facility available to the Borrower, it is independently taking whatever steps it considers necessary to evaluate the financial condition and affairs of the Credit  

Parties and that it has made an independent credit judgment without reliance upon any information furnished by the Agent; and

(b)so long as any portion of the Facility is being utilized by the Borrower, it will continue to make its own independent evaluation of the financial condition and affairs of the Credit Parties. 

9.13The Agent shall have the right to delegate any of its duties or obligations hereunder as Agent to any Affiliate of the Agent so long as the Agent shall not thereby be relieved of such duties or obligations 

(b)With the prior written consent of all the Lenders (and not otherwise), any amendment of or waiver with respect to any provision of any Facility Document, as applicable, may act to: 

(i)increase the amount of the Facility; 

(ii)extend the Stated Maturity Date; 

(iii)extend the time for the payment of interest on Advances or of standby fees, forgive any portion of principal thereof, reduce the stated rate of interest thereon or applicable standby fees or amend the requirement of pro rata application of all amounts received by the Agent in respect of the Facility; 

(iv)waive any conditions precedent; 

(v)reduce the stated amount or postpone the date for payment of fees or other amounts to be paid in respect of the Facility, 

(vi)amend the definition of Majority Lenders; 

(vii)permit any subordination of any of the Facility Indebtedness; 

(c)No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of the Agent shall be effective without the prior written consent of the Agent. 

(d)No amendment of this Agreement which would change the Individual Commitment of a Lender shall be effective without the prior written consent of such Lender. 

9.15Any determination to be made by the Agent on behalf of or with the approval of the Majority Lenders in accordance with this Agreement shall be made by the Agent in good faith and, if so made, shall be binding on all parties, absent manifest error.  The Credit Parties are entitled to assume that any action taken by the Agent under or in connection with any Facility Document has been appropriately authorized by the Lenders or the relevant group of majority lenders, as the case may be, pursuant to the terms hereof. 

(c)For greater certainty, the Lenders acknowledge and agree that without limiting the generality of the provisions of paragraphs (a) and (b) above, such provisions will have application if and whenever any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, compensation, or otherwise), other than on account of any monies owing or payable by the Borrower to it under the Facility Documents in excess of its pro rata share of payments on account of monies owing by the Borrower to all the Lenders thereunder. 

9.18Except as otherwise expressly provided herein, promptly after receipt by the Agent of any notice or other document which is delivered to the Agent hereunder on behalf of the Lenders, the Agent shall provide a copy of such notice or other document to each of the Lenders; provided, however, that a copy of any such notice delivered at any time during the continuance of an Event of Default shall be delivered by the Agent to each of the Lenders. 

9.19None of the Lenders shall be entitled to enjoy any Lien with respect to any of the Secured Assets or other Credit Party Assets other than the Security. 

9.21Upon the Security becoming enforceable in accordance with its terms, the Agent shall promptly so notify each of the Lenders.  Any Lender may thereafter provide the Agent with a written request to enforce the Security. Forthwith after the receipt of such a request, the Agent shall seek the instructions of the Majority Lenders as to whether the Security should be enforced and the manner in which the Security should be enforced.  In seeking such instructions, the Agent shall submit a specific proposal to the Lenders. From time to time, any Lender may submit a proposal to the Agent as to the manner in which the Security should be enforced and the Agent shall submit any such proposal to the Lenders for approval of the Majority Lenders. The Agent shall promptly notify the Lenders of all instructions and approvals of the Majority Lenders.  If the Majority Lenders instruct the Agent to enforce the Security, each of the Lenders agree to accelerate the Facility Indebtedness owed to it to the extent permitted under the relevant Facility Document and in accordance with the relevant Facility Document. 

9.22The Agent reserves the sole right to enforce, or otherwise deal with, the Security and to deal with the Credit Parties in connection therewith; provided, however, that the Agent shall so enforce, or otherwise deal with, the Security as the Majority Lenders shall instruct. 

9.23

(a)All Proceeds of Realization not in the form of cash shall be forthwith delivered to the Agent and disposed of, or realized upon, by the Agent in such manner as the Majority Lenders may approve so as to produce Cash Proceeds of Realization. 

(b)Subject to the claims, if any, of secured creditors of the Credit Parties whose security ranks in priority to the Security, all Cash Proceeds of Realization shall be applied and distributed, and the claims of the Finance Parties shall be deemed to have the relative priorities which would result in the Cash Proceeds of Realization being applied and distributed, as follows: 

(i)firstly, to the payment of all outstanding fees due to the Agent hereunder and all reasonable costs and expenses incurred by the Agent (including all legal fees and disbursements) in the exercise of all or any of the powers granted to it hereunder or under the guarantees and other Security Documents and in payment of all of the remuneration of any Receiver and all costs and expenses properly incurred by such Receiver (including all legal fees and disbursements) in the exercise of all or any powers granted to it under the Security Documents; 

(ii)secondly, in payment of all amounts of money borrowed or advanced by the Agent or such Receiver pursuant to the Security Documents and any interest thereon; 

(iii)thirdly, to the payment of the Facility Indebtedness (including, where applicable, to the provision of cash collateral in respect of any Facility Indebtedness which has not then matured, for application against the same once it has matured) to the respective Lenders pro rata based on their respective Exposures; and 

(iv)the balance, if any, in accordance with Applicable Law. 

9.24Each of the Lenders hereby acknowledges that to the extent permitted by Applicable Law, any collateral security and the remedies provided under the Facility Documents to the Lenders are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder and under any collateral security are to be exercised not severally, but by the Agent upon the decision of the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Facility Documents).  Accordingly, notwithstanding any of the provisions contained herein or in any collateral security, each of the Lenders hereby covenants and agrees that it shall not be entitled to take any action hereunder or thereunder including any declaration of default hereunder or thereunder but that any such action shall be taken only by the Agent with the prior written agreement of the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Facility Documents).  Each of the Lenders hereby further covenants and agrees that upon any such written agreement being given, it shall co-operate fully with the Agent to the  

extent requested by the Agent.  Notwithstanding the foregoing, in the absence of instructions from the Majority Lenders and where in the sole opinion of the Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action, the Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as it deems appropriate or desirable in the interest of the Lenders.

ARTICLE 10

10.3Any notice from any of the Finance Parties to any other Finance Parties under the provisions of this Agreement or any other Facility Document shall be valid and effective if delivered personally, by courier or by facsimile transmission to or, if given by registered mail, postage prepaid, addressed to the relevant Finance Party(ies), at its address set out in Schedule A, and shall be deemed to have been given on the date of delivery personally or by facsimile transmission if so delivered prior to 5:00 p.m. (Toronto time) on a Business Day and otherwise on the next Business Day or on the third Business Day after such letter has been mailed, as the case may be. Each Finance Party may from time to time notify the other Finance Parties of a change in address which thereafter, until changed by further notice, shall be the address of such Finance Party (vis a vis the other Finance Parties) for all purposes of this Agreement and the other Facility Documents. 

10.4Any notice provided for in this Agreement may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. 

ARTICLE 11

(b)each Finance Party may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice,  

request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

(a)the presence or release of any Hazardous Materials, by any means or for any reason, on, to, from, beneath or in the vicinity of the Secured Assets or any Credit Party's other property;  

(b)any Environmental Matter associated with the Project; or 

(c)any violation, liability under or any breach or alleged breach of any Environmental Laws by the Borrower or any other Credit Party; 

except excluding any such loss, expenses, claim, proceedings, judgment, liability or asserted liability which, in each case, results from the Indemnified Parties' gross negligence.

For purposes of this Section, “liability” shall include (A) any liability for costs and expenses of any investigation, abatement and remediation of spills and releases of Hazardous Materials where such investigation, abatement and remediation is (1) prudent for the continued operation of the Project or any part thereof, (2)  required by Environmental Laws, or (3)  required to maintain the value and use of the Secured Assets or other property, (B) liability under any Environmental Laws including to any third party to reimburse the third party for bodily injuries, property damages and other injuries or damages which the third party suffers, including (to the extent, if any, that the Indemnified Party is liable therefor) foreseeable and unforeseeable consequential damages suffered by the third party, (C) any liability for damage suffered by the third party referred to in clause (B) above, (D) any liability of an Indemnified Party for damage to or impairment of the environment and (E) any liability for court costs, expenses of alternative dispute resolution proceedings, and fees and disbursements of expert consultants and legal counsel on a solicitor and own client basis.

11.4If under any Applicable Law and whether pursuant to a judgment being made or registered against any Credit Party or for any other reason, any payment of all or part of the Indebtedness owing by any Credit Party under or in connection with any Facility Document is made or is satisfied in a currency other than U.S. currency (the “Other Currency”), then to the extent that the payment (when converted into U.S. currency at the prevailing rate of exchange on the date of payment, or, if it is not practicable for the relevant Finance Party to purchase U.S. currency with the Other Currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so) actually received by the Finance Party falls short of the amount of the Indebtedness required to be paid, the Borrower shall, as a separate and independent obligation, indemnify and hold harmless the Finance Party against the amount of such shortfall.  For the purpose of this Agreement, “rate of exchange” means the rate at which the relevant Finance Party is able on a foreign exchange market selected by such Finance Party, acting reasonably, on the relevant date to purchase U.S. currency with the Other Currency and shall take into account any premium and other reasonable costs of exchange. 

(i)promptly notify the Agent of such requirement; 

(iii)make such deduction or withholding; 

(c)The Borrower hereby indemnifies and holds harmless the Agent, each Lender and each of their Tax Related Persons, on an after-Taxes basis, for the full amount of Indemnified Taxes and Other Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Agent, such Lender, and each of their Tax Related Persons as applicable, and for all expenses, resulting from or relating to any Credit Party's failure to: 

Lender, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Indemnified Taxes or Other Taxes, which shall be conclusive absent manifest error.  Notwithstanding the foregoing, the Borrower shall not be obligated to indemnify the Agent or any Lender for any expenses related to Taxes or Other Taxes arising from the gross negligence or wilful misconduct of the Agent or any Lender or any Tax Related Person any breach of this Agreement by the Agent or any Lender or as determined by court of competent jurisdiction.

(i)duly completed copies of IRS Form W-9; 

(ii)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party, (i) duly completed copies of IRS Form W-8BEN establishing an exemption from or reduction in U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (ii) with respect to other applicable payments under this Agreement, duly completed copies of IRS Form W-8BEN establishing an exemption from or reduction of U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(iii)duly completed copies of IRS Form W-8ECI; 

(iv)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate (substantially in the applicable form set out in Schedule J) to the effect that such Lender (A) does not accept deposits as a part of its business and it is not regulated, supervised or examined as a bank in any particular country, (B) is not a “10 percent shareholder” of the Borrower, or (C) is not a “controlled foreign corporation” that is related to the Borrower within the meaning of U.S. federal income tax laws (the “Portfolio Interest Exemption Certificate”) and (y) duly completed copies of IRS Form W-8BEN; 

(v)to the extent a Foreign Lender is not the beneficial owner, a properly executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-9, and/other certification documents from each beneficial owner, as applicable, provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a Portfolio Interest Exemption Certificate (substantially in the applicable form set out in Schedule J) on behalf of each such direct and indirect partner; or 

(vi)any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made, provided that the documentation described in this subparagraph (vi) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender or a Tax Related Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Tax Related Person. 

If any form or certification previously delivered by any Lender or Tax Related Person expires or becomes obsolete or inaccurate in any respect, such Lender or Tax Related Person shall update such form or certification and provide such updated document to the Borrower or promptly notify the Borrower and the Agent of its inability to do so.

11.6

(i)prohibits or restricts extending or maintaining such type of credit or the charging of interest or fees in connection therewith, the Borrower agrees that such Lender shall have the right to comply with such Restraint, shall have the right to refuse to permit the Borrower to obtain such type of credit and shall (if applicable) have the right to require, at  the option of the Borrower, the conversion of such outstanding credit to another type of credit to permit compliance with the Restraint or repayment in full of such credit together with accrued interest thereon on the last day on which it is lawful for such Lender to continue to maintain and fund such credit or to charge interest or fees in connection therewith, as the case may be; or 

(ii)shall impose or require any reserve, special deposit requirements or U.S. Tax (excluding the Excluded Taxes), shall establish an appropriate amount of capital to be maintained by such Lender or shall impose any other requirement or condition which results in an increased cost to such Lender of extending or maintaining a credit or obligation hereunder or reduces the amount received or receivable by such Lender with respect to any credit under this Agreement or reduces such Lender’s effective return hereunder or on its capital or causes such Lender to make any payment or to forego any return based on any amount received or receivable hereunder, then, on notification to the Borrower by such Lender, the Borrower shall pay immediately to such Lender such amounts as shall fully compensate such Lender for all such increased costs, reductions, payments or foregone returns which accrue up to and including the date of receipt by the Borrower of such notice and thereafter, upon demand from time to time, the Borrower shall pay such additional amount as shall fully compensate such Lender for any such increased or imposed costs, reductions, payments or foregone returns.  Such Lender shall notify the Borrower of any actual increased or imposed costs, reductions, payments or foregone returns forthwith on becoming aware of same and shall concurrently provide to the Borrower a certificate of an officer of such Lender setting forth the amount of compensation to be paid to such Lender and the basis for the calculation of such amount. 

Lenders shall so agree in writing (herein collectively called the “Assenting Lenders” and individually called an “Assenting Lender”) with respect to such advance, acquisition and assumption, the Pro Rata Share of such credit of each Assenting Lender and the Individual Commitment and the obligations of such Assenting Lender under the Facility and the rights and obligations of such Assenting Lender under each of the other Facility Documents to the extent they relate to the Facility shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Affected Lender’s Pro Rata Share of such credit and Individual Commitment and obligations under the Facility and rights and obligations under each of the other Facility Documents to the extent they relate to the Facility on a date mutually acceptable to the Assenting Lenders and the Borrower.  On such date, the Assenting Lenders shall extend to the Borrower the Affected Lender’s Pro Rata Share of such credit and shall prepay to the Affected Lender the advances of the Affected Lender then outstanding, together with all interest accrued thereon and all other amounts owing to the Affected Lender hereunder, and, upon such advance and prepayment by the Assenting Lenders, the Affected Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations hereunder.  Upon the assumption of the Affected Lender’s Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption.

ARTICLE 12

12.1No failure on the part of the Agent to exercise, and no delay in exercising, any right, remedy, power or privilege under any Facility Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights and remedies of the Agent under the Facility Documents are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the Agent. 

12.2All covenants, agreements, representations and warranties made in any of the Facility Documents shall, except to the extent otherwise provided therein, survive the execution and delivery of this Agreement and each Advance of the Facility, and shall continue in full force and effect so long as any principal amount remains outstanding hereunder or any other Obligations under any Facility Document remain unpaid or any obligation to perform any other act hereunder or under any other Facility Document remains unsatisfied. 

12.3The Facility Documents are entered into for the sole protection and benefit of the parties thereto and their successors and assigns, and no other Person (other than the Indemnified Persons) shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, any Facility Document. 

necessary to establish that such commitment, loan or other obligation is in registered form under section 5f.103-1(c) of the United States Treasury Regulations

12.5The Borrower and each Lender agree that (a) the promissory notes represented by the Initial Advance, the Bonus Shares and the Bonus Warrants (excluding the Bonus Warrants Amendments and the Bonus Warrants Second Amendments), constitute “Investment Units” as that term is defined in section 1273(c)(2) of the Code, (b) the issue price of the Investment Units (as defined in section 1273(b)(2) of the Code) is equal to US$10,000,000, (c) the fair market value of the Bonus Shares is US$900,000 and the fair market value of the Bonus Warrants (excluding the Bonus Warrants Amendments and the Bonus Warrants Second Amendments) is US$1,016,340, and (d) the issue price of the promissory notes represented by the Initial Advance for U.S. federal income tax purposes is US$8,083,660.  Neither the Borrower nor any Lender shall take any position inconsistent with the foregoing on any report, return, claim for refund or other filing for U.S. federal, state or other tax purposes unless each party agrees or as otherwise may be required by applicable law 

(b)If, by entering into this Agreement and the other Facility Documents, the Lenders (or any of them) have entered into an agreement or arrangement to receive interest, on the credit advanced under this Agreement, in an amount which exceeds the Canadian Maximum Rate, then the interest will be reduced to the extent required to eliminate such excess (in the manner specified below); 

(c)If interest in the aggregate, on the credit advanced under this Agreement, is or is about to be received in an amount which exceeds the Canadian Maximum Rate, then the interest will be reduced, with retroactive effect, to the extent required to eliminate such excess (in the manner specified below), and if and to the extent so reduced the Lenders will return the same; 

[intentionally deleted]; tenthly, a reduction of the Extension Anniversary Fee and, thereafter (if required), the Second Extension Anniversary Fees and, thereafter (if required), the Third Extension Anniversary Fees; eleventhly, a reduction of the amounts to be paid on account of the Finance Parties' legal fees and other out-of-pocket expenses; and lastly, a reduction of any other amount(s) which constitute interest.

In the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries qualified for a period of ten (10) years and appointed by the Agent will be conclusive for the purposes of such determination.  A certificate of an authorized signing officer of the Agent as to each amount, rate and/or other component of interest payable hereunder or in connection herewith from time to time shall be conclusive evidence of such amount, rate and/or other component, absent manifest error.

12.7The Facility Documents reflect the entire agreement between the Borrower or any other Credit Party and the Finance Parties with respect to the matters set forth herein and therein and supersede any prior agreements, commitments, drafts, communication, discussions and understandings, oral or written, with respect thereto, including but not limited to the Term Sheet. 

12.8If any provision of any of the Facility Documents shall be prohibited by or invalid under Applicable Law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason cannot be so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of such Facility Document, or the validity or effectiveness of such provision in any other jurisdiction. 

12.9This Agreement may be executed in counterparts and by electronic transmission of an authorized signature and each such counterpart shall be deemed to form part of one and the same document. 

[Signature pages follow]

IN WITNESS WHEREOF the parties hereto have executed this third amended and restated credit agreement under the hands of their proper officers duly authorized in that behalf.

BORROWER:

AGENT:

SPROTT RESOURCE LENDING

PARTNERSHIP, AS ADMINISTRATIVE AGENT,

by its managing partner

Sprott Lending Consulting L.P.,

by its general partner

Sprott Lending Consulting GP Inc.

Per:       /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇                                   

Authorized Signatory 

Per:       /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇                                     

Authorized Signatory 

LENDERS:

SPROTT RESOURCE LENDING PARTNERSHIP

by its managing partner

Sprott Lending Consulting L.P.,

by its general partner

Sprott Lending Consulting GP Inc.

Per:       /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇                                   

Authorized Signatory 

Per:       /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇                                      

Authorized Signatory 

RESOURCE INCOME PARTNERS LIMITED PARTNERSHIP

Per:       /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇                                 

Authorized Signatory(ies) 

LENDERS AND INDIVIDUAL COMMITMENTS

SCHEDULE B

SECURITY DOCUMENTS

A.INITIAL ADVANCE SECURITY DOCUMENTS 

Canadian Security Documents:

(b)Borrower CDN Guarantee:  Guarantee of the Guarantors in favour of the Agent, pursuant to which each Guarantor guarantees payment and performance by the Borrower of all of its present and future obligations under the Facility Documents.   

(c)Borrower CDN Security Agreement:  General Security Agreement of the Borrower in favour of the Agent (the "Borrower CDN Security Agreement"), pursuant to which (inter alia) such grantor grants Security Interests in all of its present and after-acquired personal property now or hereafter located at, on or about the Project or any part thereof or now or hereafter used or acquired for use primarily in connection with, primarily related to, or produced from the Project or any part thereof or any business or operations thereat, and all proceeds (collectively, the "Borrower Project Personal Property").   

Regarding the Borrower CDN Security Agreement, it is acknowledged that, pursuant to a Lender Consent dated as of July _, 2018 executed by the Agent and the Lenders in favour of the Borrower (and terms defined therein will have the same meanings in this clause), (x) the Agent consented to the Borrower entering into the Purchase Agreement, granting (or causing CMC to grant) the Royalties (relating to the Slide Rock Property, the ▇▇▇▇▇▇▇▇ Property and the ▇▇▇▇▇▇▇ Creek Property) pursuant to the Royalty Agreement(s) and receiving therefor the Consideration Shares (in the capital of Uranium Royalty Corp.), and (y) the Agent agreed that the Borrower CDN Security Agreement will not apply to the Consideration Shares except that it will apply to all proceeds thereof.

U.S. Security Documents:

(d)Borrower US Security Agreement:  Pledge and Security Agreement of the Borrower in favour of the Agent (the "Borrower US Security Agreement"), pursuant to which (inter alia): 

(i)such grantor grants Security Interests in the Borrower Project Personal Property (as defined above); and 

(ii)such grantor pledges and grants Security Interests in all of its present and future shares/interests in the capital of STMV-GP and the interest in STMV-LP respectively (which shall constitute 100% of the issued and outstanding shares/interests in the capital or interest, as applicable, of such entities); 

together with any third party consents/acknowledgements/direct agreements required by the Agent (in accordance with the instructions of the Majority Lenders, acting reasonably)

in respect of the Security Interests provided for in such security agreement with respect to any particular Material Project Documents included in such collateral (it being acknowledged that no such third party documents are required by the Lenders).

(e)Guaranty and Security Agreement:  Guaranty and Collateral Agreement of STMV, STMV-GP and STMV-LP in favour of the Agent, pursuant to which (inter alia): 

(i)each grantor guarantees payment and performance by the Credit Parties of all of their respective present and future obligations under the Facility Documents; 

(ii)each grantor grants Security Interests in all of its present and after-acquired personal property; and 

(iii)each of STMV-GP and STMV-LP pledges and grants Security Interests in (x) in the case of STMV-GP, all of its present and future units/interests in the capital of STMV (which shall constitute 1% of the issued and outstanding units/interests in the capital of such entity), and (y) in the case of STMV-LP, all of its present and future units/interests in the capital of STMV (which shall constitute 99% of the issued and outstanding units/interests in the capital of such entity); 

together with any third party consents/acknowledgements/direct agreements required by the Agent (in accordance with the instructions of the Majority Lenders, acting reasonably) in respect of the Security Interests provided for in such security agreement with respect to any particular Material Project Documents included in such collateral (it being acknowledged that no such third party documents are required by the Lenders).

(f)▇▇▇▇▇▇ Deed of Trust:  Fee and Leasehold Deed of Trust, Security Agreement, Fixture Filing, and Assignment of Leases and Rents from STMV and the Borrower (and from any other owner of record or lessee) in favour of the Agent (or a trustee therefor), pursuant to which (inter alia): 

(i)each grantor mortgages all leases, mineral leases and other real property comprising the ▇▇▇▇▇▇ Facility (including the ▇▇▇▇▇▇ Lease and Rights of Way and the ▇▇▇▇▇▇ Facility Lands); and 

(ii)each grantor grants Security Interests in all of its present and after-acquired personal property now or hereafter located at, on or about the ▇▇▇▇▇▇ Facility or now or hereafter used or acquired for use primarily in connection with, primarily related to, or produced from the ▇▇▇▇▇▇ Facility; 

together with any third party consents/acknowledgements/direct agreements required by the Agent (in accordance with the instructions of the Majority Lenders, acting reasonably) in respect of the Security Interests provided for in such deed with respect to any particular mineral or other real property interests included in such collateral (it being acknowledged that no such third party documents are required by the Lenders other than the letter-form direct agreement with respect to the ▇▇▇▇▇▇ Lease).

(g)Goliad Deed of Trust:  Deed of Trust, Assignment of Production, Security Agreement, Financing Statement, Fixture Filing and As-Extracted Collateral Filing from the Borrower (and from any other owner of record or lessee) in favour of the Agent (or a trustee therefor), pursuant to which (inter alia): 

(i)such grantor mortgages all leases, mineral leases and other real property comprising the Goliad Mine (including the Goliad Leases and Right of Way),; and 

(ii)such grantor grants Security Interests in all of its present and after-acquired personal property now or hereafter located at, on or about the Goliad Mine or now or hereafter used or acquired for use primarily in connection with, primarily related to, or produced from the Goliad Mine; 

together with any third party consents/acknowledgements/direct agreements required by the Agent (in accordance with the instructions of the Majority Lenders, acting reasonably) in respect of the Security Interests provided for in such security agreement with respect to any particular mineral or other real property interests included in such collateral (it being acknowledged that no such third party documents are required by the Lenders).

B.SECOND ADVANCE SECURITY DOCUMENTS 

Canadian Security Documents:

(h)None. 

U.S. Security Documents:

(i)None. 

C.THIRD ADVANCE SECURITY DOCUMENTS 

Canadian Security Documents:

(j)None.    

U.S. Security Documents:

(k)None.   

D.SECOND AMENDMENT SECURITY DOCUMENTS 

Canadian Security Documents:

(l)Amendment of the Borrower CDN Security Agreement, broadening the collateral charged thereby to include all of the Borrower's present and after-acquired personal property (as opposed to only the Borrower Project Personal Property).    

U.S. Security Documents:

(m)Amendment of the Borrower US Security Agreement, broadening the collateral charged thereby to include all of the Borrower's present and after-acquired personal property (as opposed to only the Borrower Project Personal Property and the Borrower's securities in STMV-GP and STMV-LP).    

Schedule C:  part a

▇▇▇▇▇▇ FACILITY

“▇▇▇▇▇▇ Facility” means the in-situ recovery uranium processing plant on the ▇▇▇▇▇▇ Facility Lands and the premises and right of way areas described in the ▇▇▇▇▇▇ Lease and Rights of Way, including the Credit Parties’ freehold and leasehold interests and all other rights, title and interests of the Credit Parties arising under:

a)that certain Plant Site Surface Lease, dated May 30, 2007, recorded in Volume 857, Page 697 of the Official Records of ▇▇▇▇▇▇ County, by and between ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as lessor, and STMV, as lessee, covering 7.286 acres (the "▇▇▇▇▇▇ Lease"); 

b)that certain Pipeline Right of Way Agreement, dated February 8, 2007, recorded in Volume 849, Page 63 of the Official Records of ▇▇▇▇▇▇ County, Texas, by and between ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as grantor, and Everest Exploration, Inc., as grantee, as assigned pursuant to that certain Assignment of Rights of Way, dated December 18, 2009, by and between Everest Exploration, Inc., as assignor, and the Borrower, as assignee; and 

c)that certain Exclusive Pipeline Right of Way Agreement, dated March 27, 2013, recorded in Volume 1107, Page 790 of the Official Records of ▇▇▇▇▇▇ County, Texas, by and between ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as grantor, and ▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇, as grantee, as assigned pursuant to that certain Partial Assignment of Pipeline Right of Way, dated July 1, 2013, recorded in Volume 1127, Page 463 of the Official Records of ▇▇▇▇▇▇ County, Texas, from ▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇, as assignors, to the Borrower, as assignee; 

(together, the “▇▇▇▇▇▇ Lease and Rights of Way”)

and

d)that certain parcel of land described as follows: 

Field notes of the survey of a 10.30 acre tract of land, out of a 145.50 acre tract of land conveyed from ▇▇▇▇ ▇▇▇▇▇, et al., to Everest Exploration Company, by Deed recorded on February 14, 1978, in Volume 474, Page 442 of the Deed Records of ▇▇▇▇▇▇ County, Texas; said 10.30 acre tract being the same 10.30 acre tract described in that Special Warranty Deed recorded on January 10, 2006, in Volume 828, Page 453 of the Deed Records of ▇▇▇▇▇▇ County, Texas;

Said 10.30 acre tract is comprised of a portion of the Don ▇▇▇▇▇▇ ▇▇▇▇▇▇ Grant. Abstract 10, is situated in Kames County, Texas, approximately 2 miles southeast of the town of Falls City, and is more particularly described as follows:

Beginning at a 5/8” iron rod found near the intersection of County Road 212 and County Road 213, in the west line of an 18 foot private road leading south, in the west line of a 100 acre tract of land conveyed to V. S. ▇▇▇▇▇▇▇▇ by Deed recorded in Volume 178, Page 295 of the Deed Records of ▇▇▇▇▇▇ County, Texas, at the northeast corner of said 145.50 acre tract, for the northeast corner of this tract;

Thence, South 1°38’11” West, along the west line of said 18 foot private road, the west line of said 100 acre tract, the east line of said 145.50 acre tract, and the east line of this tract, a distance of 628.50 feet to a 5/8” iron rod set for the southeast corner of this tract;

Thence, North 88°35’17” West along the south line of this tract, at 11.9 feet pass an existing wire fence, at 352 feet pass the center of an existing 10 foot private road; said road passing through this tract and continuing to the southwest; in all a distance of 561.77 feet to a 5/8” iron rod set for the southwest corner of this tract, whence an existing fence corner post bears North 32°40’ East a distance of 3.2 feet;

Thence, North 7° 12’45” West along the west line of this tract, at 40 feet pass an existing north-south fence, at 234 feet pass an existing east-west fence and fence corner post 6 feet west, in all a distance of 834.61 feet to a 5/8” iron rod set in the south right-of-way line of said County Road 213, in the north line of said 145.50 acre tract, for the northwest corner of this tract; whence a 5/8” iron rod found at the northwest corner of said 145.50 acre tract bears North 72°39’55” West a distance of 1516.45 feet;

Thence, South 72°39’55” East along the south right-of-way line of said County Road 213, the north line of said 145.50 acre tract, and the north line of this tract, at 678 feet pass the center of said 10 foot private road, in all a distance of 716.90 feet to the Point of Beginning, containing 10.30 acres, more or less, subject to all easements of record.

All bearings and coordinates refer to the Texas Coordinate System of ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Zone, and are based on NGS Monument “▇▇▇▇▇▇'” (Y = 381,241.62’, X= 2,347,829.75’)

(the “▇▇▇▇▇▇ Facility Lands”)

together with all buildings, fixtures, improvements and equipment, and all additions, repairs, renovations, upgrades constructions, replacements, and new facilities, now or hereafter existing on the ▇▇▇▇▇▇ Facility Lands and the premises and right of way areas described in the ▇▇▇▇▇▇ Lease and Rights of Way.

Schedule C:  part B

PALANGANA MINE

“Palangana Mine” means the in situ uranium mining project on the premises demised by the Palangana Leases, including the Credit Parties’ leasehold interests and all other rights, title and interests of the Credit Parties arising under:

-the Replacement Solution Mining Lease, dated January 14, 2005, a memorandum of which is recorded in Volume 408, Page 419 of the Official Records of ▇▇▇▇▇ County, Texas, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, individually and as executrix of the Estate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as lessor, and STMV, as lessee, covering 3,100.64 acres, all as more particularly described therein; 

-the In-Situ Uranium Mining Lease, dated May 15, 2009, recorded in Volume 502, Page 10 of the Official Records of ▇▇▇▇▇ County, Texas, by and between ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as lessor, and STMV, as lessee, covering 1,278 acres, all as more particularly described therein; 

-the In-Situ Uranium Mining Lease, dated April 1, 2005, recorded in Volume 393, Page 489 of the Official Records of ▇▇▇▇▇ County, Texas, by and between La Palangana Ranch Management, L.L.C., as lessor, and Everest Resource Company and KDH Operations Ltd., as lessee, as assigned pursuant to that certain Assignment of In Situ Uranium Mining Leases, dated January 6, 2006, by and between Everest Resource Company and KDH Operations Ltd., as assignor, and STMV, as assignee, and the In-Situ Uranium Mining Lease, dated February 15, 2006, a memorandum of which is recorded in Volume 419, Page 271 of the Official Records of ▇▇▇▇▇ County, Texas, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as lessor, and Everest Resource Company, as lessee, as assigned pursuant to that certain Assignment of In Situ Uranium Mining Lease, dated April 1, 2006, by and between Everest Resource Company, as assignor, and STMV, as assignee. 

-the Exploratory Lease and Uranium Mining Lease Option, dated June 28, 2007, a memorandum of which is recorded in Volume 464, Page 256 of the Official Records of ▇▇▇▇▇ County, Texas, as amended and extended by that Amendment to Option Agreement, dated March 26, 2008, a memorandum of which is recoded in Volume 473, Page 179 of the Official Records of ▇▇▇▇▇ County, Texas, by and between White ▇▇▇▇ Ranch, as lessor, and STMV. as lessee, covering 1,000 acres, all as more particularly described therein, and that related Designation of Election to Acquire Uranium Mining Lease, dated May 24, 2008, recorded in Volume 476, Page 33 of the Official Records of ▇▇▇▇▇ County, Texas, by and between STMV, as lessee, and White ▇▇▇▇ Ranch, as lessor; and 

-the Solution Mining Lease, dated September 1, 2005, a memorandum of which is recorded in Volume 408, Page 419 of the Official Records of ▇▇▇▇▇ County, Texas, by and between ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, individually and as trustee under the Last Will and Testament of ▇▇▇▇ ▇▇ ▇▇▇▇▇, deceased, as lessor, and Everest Resource Company, as lessee, and memorandum recorded in Volume 408, Page 424 of the Official Records of ▇▇▇▇▇ County, Texas, by and between ▇▇▇▇▇▇▇ ▇▇▇▇, individually and as trustee under the Last Will and Testament of ▇▇▇▇ ▇▇ ▇▇▇▇▇, deceased, as lessor, and Everest Resource Company, as lessee, covering 3,100.64 acres, all as more particularly described therein, as assigned pursuant to that certain Assignment of In Situ Uranium Mining Leases, dated January 6, 2006, by and between Everest Resource Company and KDH Operations Ltd., as assignor, and STMV as assignee; and 

-the In-Site Uranium Mining Lease, dated February 20, 2012, a memorandum of which is recorded in Volume 576, Page 318 of the Official Records of ▇▇▇▇▇ County, Texas, by and between ▇▇▇▇▇▇▇▇ Land, Ltd., ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Victoria Trading Co., L.L.C. and Bottom Investment Co. Ltd., as lessor, and the Borrower, as lessee, covering 1,005.54 acres, all as more particularly described therein. 

(together, the “Palangana Leases”)

together with all buildings, fixtures, improvements and equipment now or hereafter owned or leased by the Credit Parties and located on the premises demised by the Palangana Leases for the purpose of the Credit Parties’ proposed in-situ uranium mining operations now or hereafter located on such premises.

Schedule C:  part c

GOLIAD MINE

“Goliad Mine” means the proposed in situ uranium mining project on the premises demised by the Goliad Leases and Right of Way, including the Credit Parties’ leasehold interests and all other rights, title and interests of the Credit Parties arising under:

-the Uranium Mining Lease, dated October 6, 2004, recorded in Volume 238, Page 561 of the Official Records of Goliad County, Texas, by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as lessor, and ▇▇▇▇ ▇. ▇▇▇▇▇, as lessee, covering 84.3624 acres, all as more particularly described therein, and that related Assignment of Leases, dated November 4, 2005, recorded in Volume 246, Page 187 of the Official Records of Goliad County, Texas, by and between ▇▇▇▇ ▇. ▇▇▇▇▇, as assignor, and the Borrower, as assignee, as amended by the Amendment to Uranium Mining Lease, dated February 14, 2013, recorded in Volume 407, Page 238 of the Official Records of Goliad County, Texas, by and between ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, individually and as independent executor of the Estate of Elder ▇▇▇▇ ▇▇▇▇▇▇▇▇, deceased, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as lessor, and the Borrower, as assignee, all as more particularly described therein; 

-the Uranium Mining Lease, dated August 24, 2005, a memorandum of which is recorded in Volume 257, Page 655 of the Official Records of Goliad County, Texas, by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as lessor, and the Borrower, as lessee, covering 224.17 acres, as amended by the Amendment to Uranium Mining Lease, dated February 18, 2013, recorded in Volume 407, Page 224 of the Official Records of Goliad County, Texas, by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as lessor, and the Borrower, as lessee, all as more particularly described therein; 

-the In-Situ Uranium Mining Lease and Surface Use Agreement, dated August 24, 2008, a memorandum of which is recorded in Volume 328, Page 508 of the Official Records of Goliad County, Texas, by and between Mar G B Ranch, LLC, as lessor, and the Borrower, as lessee, covering 242.75 acres, as amended by the Amendment to Uranium Mining Lease, dated March 29, 2013, recorded in Volume 407, Page 219 of the Official Records of Goliad County, Texas, by and between Mar G B Ranch, LLC, as lessor, and the Borrower, as lessee, all as more particularly described therein; 

-the Uranium Mining Lease, dated October 6, 2004, recorded in Volume 238, Page 566 of the Official Records of Goliad County, Texas, by and between ▇. ▇. ▇▇▇▇▇▇▇▇ Ltd., as lessor, and ▇▇▇▇ ▇. ▇▇▇▇▇, as lessee, covering 42.1812 acres, and that related Assignment of Leases, dated November 4, 2005, recorded in Volume 246, Page 187 of the Official Records of Goliad County, Texas, by and between ▇▇▇▇ ▇. ▇▇▇▇▇, as assignor, and the Borrower, as assignee, as amended by the Amendment to Uranium Mining Lease, dated February 14, 2013, recorded in Volume 407, Page 228 of the Official Records of Goliad County, Texas, by and between ▇. ▇. ▇▇▇▇▇▇▇▇ Ltd., as lessor, and the Borrower, as assignee, all as more particularly described therein; 

-the Uranium Mining Lease, dated December 19, 2005, recorded in Volume 257, Page 643 of the Official Records of Goliad County, Texas, by and between ▇. ▇. ▇▇▇▇▇▇▇▇ Ltd., as lessor, and the Borrower, as lessee, covering 42.1812 acres, as amended by the Amendment to Uranium Mining Lease, dated February 14, 2013, recorded in Volume 407, Page 233 of the Official Records of Goliad County, Texas, by and between ▇. ▇. ▇▇▇▇▇▇▇▇ Ltd., as lessor, and the Borrower, as lessee, all as more particularly described therein; and 

-Right of Way Easement Agreement, dated May 16, 2008, by and between ▇. ▇. ▇▇▇▇▇▇▇▇, Ltd., as grantor, and the Borrower, as grantee. 

(together, the “Goliad Leases and Right of Way”)

together with all buildings, fixtures, improvements and equipment now or hereafter owned or leased by the Credit Parties and located on the premises demised by the Goliad Leases and Right of Way for the purpose of the Credit Parties’ in-situ uranium mining operations now or hereafter located on such premises.

Schedule D

MATERIAL PROJECT DOCUMENTS

Goliad:

-the Goliad Leases and Right of Way; 

-Permit Number WDW423 issued on May 25, 2010 to the Borrower by the Texas Commission on Environmental Quality to conduct Class I underground injection under Chapter 27 of the Texas Water Code; 

-Permit Number WDW424 issued on May 25, 2010 to the Borrower by the Texas Commission on Environmental Quality to conduct Class I underground injection under Chapter 27 of the Texas Water Code; 

-Area Permit Number UR03075 issued on April 29, 2011 to the Borrower by the Texas Commission on Environmental Quality to construct and operation Class III underground injection ▇▇▇▇▇ for in situ recovery of uranium and groundwater restoration under Chapter 27 of the Texas Water Code; 

-Production Area Authorization PAA1 under Area Permit Number UR03075 issued on April 29, 2011 to the Borrower by the Texas Commission on Environmental Quality to operate Class III underground injection ▇▇▇▇▇ for in situ recovery of uranium and aquifer restoration; 

-Radioactive Material License Number R06064 issued on December 20, 2011 to the Borrower by the Texas Commission on Environmental Quality to receive, acquire, possess, transfer and dispose radioactive material listed therein and to use such radioactive materials for the purposes and at the places designated therein; 

-Renewal of Uranium Exploration Permit Number 142B issued on June 6, 2013 to the Borrower by the Railroad Commission of Texas, Surface Mining and Reclamation Division; and 

-Aquifer Exemption granted on December 4, 2012 to the Borrower by the Unites States Environmental Protection Agency to exempt portions of certain sands of the Goliad Aquifer near Ander, Texas under §146.4, Title 40 of the Code of Federal Regulations; 

▇▇▇▇▇▇:

-The ▇▇▇▇▇▇ Lease and Rights of Ways; 

-Permit Number WDW168 issued on November 20, 2009 to Everest Exploration, Inc. by the Texas Commission on Environmental Quality to conduct Class I underground injection under Chapter 27 of the Texas Water Code and the related Transfer of Class I UIC Permit Number WDW168 dated March 8, 2010 from Everest Exploration, Inc. to STMV; 

-Amendment Number 23 to Radioactive Material License Number R03626 issued on July 19, 2012 to STMV by the Texas Commission on Environmental Quality to receive, acquire, possess, transfer and dispose radioactive material listed therein and to use such radioactive materials for the purposes and at the places designated therein; 

Palangana:

-The Palangana Leases; 

-Area Permit Number UR03070 issued on November 26, 2008 to STMV by the Texas Commission on Environmental Quality to conduct Class III underground injection ▇▇▇▇▇ for in situ recovery of uranium and aquifer restoration under Chapter 27 of the Texas Water Code as amended by Amendment dated May 4, 2012 to Area Permit Number UR03070 issued on November 26, 2008 to STMV by the Texas Commission on Environmental Quality to conduct Class III underground injection ▇▇▇▇▇ for in situ recovery of uranium and aquifer restoration under Chapter 27 of the Texas Water Code; 

-Production Area Authorization PAA1 under Area Permit Number UR03070 issued on January 5, 2009 to STMV by the Texas Commission on Environmental Quality to operate Class III underground injection ▇▇▇▇▇ for in situ recovery of uranium and aquifer restoration; 

-Permit Number WDW418 issued on March 27, 2009 to STMV by the Texas Commission on Environmental Quality to conduct Class I underground injection under Chapters 26 and 27 of the Texas Water Code and Chapter 361 of the Texas Health and Safety Code ▇▇▇.; 

-Amendment Number 3 to Radioactive Material License Number R06062 issued on April 5, 2011 to STMV by the Texas Commission on Environmental Quality; 

-Production Area Authorization PAA2 under Area Permit Number UR03070 issued on June 9, 2011 to STMV by the Texas Commission on Environmental Quality to operate Class III underground injection ▇▇▇▇▇ for in situ recovery of uranium and groundwater restoration; 

-Radioactive Material License Number R06062 issued on March 14, 2012 to STMV by the Texas Commission on Environmental Quality to receive, acquire, possess, transfer and dispose radioactive material listed therein and to use such radioactive materials for the purposes and at the places designated therein; 

-Permit Number WDW419 issued on May 15, 2012 to STMV by the Texas Commission on Environmental Quality to conduct Class I underground injection under Chapters 26 and 27 of the Texas Water Code and Chapter 361 of the Texas Health and Safety Code ▇▇▇.; 

-Aquifer Exemption Number UR02051; and 

-Production Area Authorization PAA3 under Area Permit Number UR03070 issued on November 7, 2012 to STMV by the Texas Commission on Environmental Quality to operate Class III underground injection ▇▇▇▇▇ for in situ recovery of uranium and groundwater restoration. 

SCHEDULE E

PENSION PLANS

None.

SCHEDULE F

EQUITY INTERESTS OF CREDIT PARTIES

SCHEDULE G

FORMS OF WARRANT AND BONUS WARRANT AMENDMENTS

[see attached]

WARRANT CERTIFICATE

No. 2013uu Warrants 

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 1, 2013.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THESE SECURITIES MAY NOT BE OFFERED FOR RESALE, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.  “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.

THIS WARRANT CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON ASSIGNMENT OR TRANSFER SET FORTH IN SECTION 12.4 OF THE CREDIT AGREEMENT, DATED JULY u, 2013, AMONG THE CORPORATION, AS BORROWER, SOUTH TEXAS MINING VENTURE, L.L.P., URN TEXAS GP, LLC AND URN SOUTH TEXAS PROJECT, LTD., AS GUARANTORS, SPROTT RESOURCE LENDING PARTNERSHIP, AS AGENT, AND THE SEVERAL LENDERS FROM TIME TO TIME PARTY THERETO (THE “CREDIT AGREEMENT”).  A COPY OF THE CREDIT AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON REQUEST.

ISSUE DATE:  u, 2013
VOID AFTER: u, 2016 (subject to earlier expiration as set forth herein)

WARRANTS FOR THE PURCHASE OF COMMON STOCK

SECTION 1
INTERPRETATION

As used herein, the following terms shall have the following meanings, unless the context shall otherwise require:

(a)“Common Stock” shall mean the common stock of the Corporation, which has the right to participate in the distribution of earnings and assets of the Corporation without limit as to amount or percentage; 

(c)“Exercise Date” shall mean, as to any Warrant, the date on which the Corporation shall have received both: (i) this Warrant Certificate, together with a written Notice of Exercise in accordance herewith, duly executed by the Holder hereof, or its attorney duly authorized in writing, and indicating that the Holder is thereby exercising such Warrant(s); and (ii) payment by bank draft, certified check or money order made payable to the Corporation, of an amount in lawful money of the United States of America equal to the applicable Purchase Price for such Warrant(s); 

(d)“Expiration Date” shall mean u, 2016.  If such date shall be a holiday or a day on which banks are authorized to be closed in the Province of British Columbia, Canada, then the Expiration Date shall mean the next consecutive day which does not fall on a holiday or a day on which banks are authorized to be closed in the Province of British Columbia, Canada; 

(e)“Holder” shall mean, as to any Warrant and as of any particular date, the person in whose name the Warrant Certificate representing such Warrant is registered as of that date on the Warrant Registry maintained by the Corporation; 

(f)“NYSE MKT” means the NYSE MKT Equities Exchange. 

(g)“Principal Executive Office” shall mean the principal executive office of the Corporation, which office is currently located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇; 

(h)“Principal Market” means the NYSE MKT or, if the Common Stock is not traded on the NYSE MKT, then the principal securities exchange or trading market on which the Common Stock is then listed or admitted for trading. 

(i)“Purchase Price” shall mean the purchase price to be paid upon exercise of each Warrant hereunder in accordance with the terms hereof, which price shall be US$2.50. 

(j)“Securities Act” shall mean the United States Securities Act of 1933, and any amendments or modifications, or successor legislation, thereto adopted, and all regulations, rules or other laws enacted or adopted pursuant thereto; 

(k)“Trading Day” means a day on which the Principal Market is open for business or if the Common Stock is not so listed on a Principal Market or admitted for trading or quotation, a Business Day.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day. 

(l)“VWAP” means for any date, the price determined by the first of the following clauses that applies: if the Common Stock is then listed or quoted on a Principal Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Principal Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based  

on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), if the OTC Bulletin Board is not a Principal Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported or in all other cases, the fair market value of a share of Common Stock as determined in good faith by the Board of Directors of the Corporation, the fees and expenses of which shall be paid by the Corporation.

(m)“Warrants” shall mean the Warrants represented by this Warrant Certificate; 

(n)“Warrant Certificate” shall mean any certificate representing Warrants, and “this Warrant Certificate” shall mean the warrant certificate issued to the Holder identified on the first page hereof; 

(o)“Warrant Registry” shall mean any official record that may be maintained by the Corporation in which are recorded, with respect to each Warrant Certificate issued by the Corporation, the date of issuance, the name and address of the Holder and the number identifying such Warrant Certificate; and 

(p)“Warrant Shares” shall mean the restricted Common Stock of the Corporation deliverable upon exercise of a Warrant. 

All references to currency herein are to the lawful currency of the United States of America.

SECTION 2
EXERCISE OF WARRANTS; EARLY EXPIRATION DATE

(q)Each Warrant evidenced hereby may be exercised by the Holder at any time on the Exercise Date, upon the terms and subject to the conditions set forth herein, by delivery to the Corporation at its Principal Executive Office or its Corporate Office of a completed Warrant Exercise Form in the form attached as Schedule A hereto (a “Notice of Exercise”), along with payment of the Purchase Price.  A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive Warrant Shares deliverable upon such exercise shall be treated for all purposes as the holder of record of a Warrant Share upon the exercise of the applicable Warrant as of the close of business on the Exercise Date.  Promptly following, and in any event within ten business days after, the date on which the Corporation first receives clearance of all funds received in payment of the Purchase Price pursuant to this Warrant Certificate, the Corporation shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates evidencing the issuance to such Holder of the applicable number of Warrant Shares (plus a Warrant Certificate for any remaining issued but unexercised Warrants of the Holder).  Notwithstanding the foregoing sentence, in the event that any registration or qualification (or filing for exemption from any such requirements) is required prior to the issuance of such Warrant Shares by the Corporation in accordance with Section 3(b) below, then the obligation to deliver any such certificates shall arise only upon completion of such requirements and at such time as the Corporation may lawfully do so. 

(r)Upon the exercise of the Warrants represented hereby, if the Corporation so requests, the Holder shall certify to the Corporation that it is not exercising such Warrants with a view to distribute the Warrant Shares in violation of the Securities Act, and shall provide such other investor representations as the Corporation may require to confirm the ability of the Corporation to rely upon the exemption from registration under the Securities Act which applies to the distribution of Warrant Shares at the time of such distribution. 

(s)If at any time prior to the Expiration Date, the VWAP for 30 consecutive Trading Days equals or exceeds US$5.00 per share and the Corporation gives notice of the same (with supporting calculations) to the Holder (the date of the Holder’s receipt of such notice and calculations being an “Early Termination Event”), then the Warrants represented hereby shall expire and be void and of no effect at 5:00 p.m. (Vancouver, British Columbia, Canada time) on the 31st day after the Early Termination Event (the “Early Expiration Date”); provided that at all times from the date of the Early Termination Event through and including the Early Expiration Date there is an effective registration statement under the Securities Act and/or under any applicable state securities laws and regulations, and a current prospectus available under the Securities Act, for the resale of the Warrant Shares by the Holder.  Notwithstanding this Section 2(c), if the Early Expiration Date falls on a date subsequent to the Expiration Date, the Warrants represented hereby shall expire and be void and of no effect at 5:00 p.m. (Vancouver, British Columbia, Canada time) on the Expiration Date. 

SECTION 3
RESERVATION OF SHARES; TAXES; REGISTRATION STATEMENT; ETC.

(t)The Corporation covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon the valid exercise of Warrants, such number of Warrant Shares as shall then be issuable upon the exercise of all Warrants then outstanding.  The Corporation covenants that all Warrant Shares which shall be issuable upon exercise of the Warrants shall, at the time of delivery, be duly and validly issued, fully-paid, non-assessable and free from all taxes, liens and charges with respect to the issuance thereof (other than any liens created thereon by the Holder thereof and/or any predecessor of such Holder). 

(u)The Corporation shall not be obligated to deliver any Warrant Shares pursuant to the exercise of the Warrants represented hereby unless and until a registration statement under the Securities Act and/or under any applicable state securities laws and regulations with respect to such securities is effective, or an exemption from such registration is available to the Corporation at the time of such exercise.  The Warrants represented hereby may not be exercised by, nor Warrant Shares issued to, the Holder hereof in any jurisdiction in which such exercise and issuance would be unlawful. 

(v)The Corporation shall pay all documentary, stamp or similar taxes and other governmental charges that may be imposed with respect to the issuance of the Warrants, or the issuance or delivery of any Warrant Shares upon exercise of the Warrants. 

(w)The Corporation, at its sole cost and expense, shall (i) within 90 days after July u, 2013 file with the U.S. Securities and Exchange Commission a registration statement under the Securities Act that will register the resale of the Warrant Shares by the Holder (the “Resale Registration Statement”), (ii) use its commercially reasonable efforts to cause the Resale Registration Statement to become effective within 180 days after July u, 2013 and (iii) thereafter use its commercially reasonable efforts to maintain the effectiveness and availability of the Resale Registration Statement for the resale of the Warrant Shares by the Holder. 

SECTION 4
LOSS OR MUTILATION

Upon receipt by the Corporation of evidence satisfactory to it of the ownership of, and loss, theft, destruction or mutilation of, this Warrant Certificate and (in case of loss, theft or destruction) of indemnity satisfactory to the Corporation, and (in the case of mutilation) upon surrender and cancellation thereof, the Corporation shall execute and deliver to the Holder in lieu thereof a new Warrant Certificate of like tenor representing an equal aggregate number of Warrants as was indicated to be outstanding on the prior lost or mutilated Warrant Certificate (provided, however, that to the extent that any discrepancy may exist between the number of Warrants purported to be outstanding in respect of any Holder as evidenced by a Warrant Certificate that has been lost or mutilated and the number attributable to such Holder in a Warrant Registry that may be maintained by the Corporation, then the Warrant Registry shall control for all purposes, absent a showing of manifest error).  Each Holder requesting a substitute Warrant Certificate due to loss, theft or destruction shall, prior to receiving such substitute certificate, provide an affidavit to the

Corporation in the form prescribed by the Corporation and signed by (and notarized on behalf of) such Holder.  Applicants for a substitute Warrant Certificate shall comply with such other reasonable regulations and pay such other reasonable charges as the Corporation may prescribe.

SECTION 5
ADJUSTMENT OF PURCHASE PRICE AND
NUMBER OF WARRANT SHARES OR WARRANTS

(x)Stock Splits, etc..  The number and kind of securities purchasable upon the exercise of this Warrant and the Purchase Price shall be subject to adjustment from time to time upon the happening of any of the following.  In case the Corporation shall: (i) pay a dividend in shares of Common Stock, or securities convertible or exchangeable into Common Stock, or make a distribution in shares of Common Stock, or securities convertible or exchangeable into Common Stock, to all holders of its outstanding Common Stock; (ii) subdivide its outstanding shares of Common Stock into a greater number of shares; (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Corporation which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Corporation which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at a Purchase Price per Warrant Share or other security obtained by multiplying the Purchase Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Corporation resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. 

(y)Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets.  In case the Corporation shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Corporation is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Corporation), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (the “Other Property”), are to be received by or distributed to the holders of Common Stock of the Corporation, then the Holder shall have the right thereafter to receive upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event.  In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Corporation) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Corporation and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Corporation) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section.  For purposes of this Section, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any  

evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock.  The foregoing provisions of this Section shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

(z)Voluntary Adjustment by the Corporation.  If and whenever at any time after the date hereof and prior to the Expiration Date, the Corporation takes any action affecting its Common Stock to which the foregoing provisions of this Section, in the opinion of the Board of Directors of the Corporation, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof, or would otherwise materially affect the rights of the Holder hereunder, then the Corporation shall execute and deliver to the Holder an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as the Board of Directors of the Corporation may determine to be equitable in the circumstances, acting reasonably and in good faith.  Without limiting the generality of the foregoing, the Corporation may at any time during the term of this Warrant reduce the then current Purchase Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Corporation. 

(aa)Notice of Adjustment.  Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Purchase Price is adjusted, as herein provided, the Corporation shall give notice thereof to the Holder, which notice shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Purchase Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. 

(bb)Notice of Corporate Action.  If at any time: 

(i)the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution; or 

(ii)there shall be any capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation or any consolidation or merger of the Corporation with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Corporation to, another corporation; or 

(iii)there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Corporation; 

then, in any one or more of such cases, the Corporation shall give to the Holder: (i) at least 20 days’ prior written notice of the date on which a record date shall be selected for such dividend or distribution, or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up; and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 20 days’ prior written notice of the date when the same shall take place.  Such notice in accordance with the foregoing clause also shall specify (A) the date on which any such record is to be taken for the purpose of such dividend or distribution, the date on which the holders of Common Stock shall be entitled to any such dividend or distribution, and the amount and character thereof, and (B) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up.  Each such

written notice shall be sufficiently given if addressed to the Holder at the last address of the Holder appearing on the Warrant Registry.

SECTION 6
RESTRICTIVE LEGEND

(cc)The Warrant Shares to be issued upon exercise of the Warrants have not been registered under the Securities Act or any state securities laws.  Accordingly, the Warrant Shares may not be offered, sold or otherwise transferred in the United States (as defined by Regulation S under the Securities Act) or to or for the account or benefit of a U.S. Person (as defined by Regulation S under the Securities Act) or a person in the United States, unless registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. 

As such, each Warrant Certificate issued to a Holder shall be stamped or otherwise imprinted with a legend in substantially the following form:

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THESE SECURITIES MAY NOT BE OFFERED FOR RESALE, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.  “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.

In addition, except as otherwise provided in Section 6(c) hereof, any certificates representing any Warrant Shares issued upon exercise of the Warrants shall be stamped or otherwise imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THESE SECURITIES MAY NOT BE OFFERED FOR RESALE, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

(dd)Any certificates representing any Warrant Shares issued upon exercise of the Warrants prior to the date that is four months and one day following the issuance date of the Warrants shall be stamped or otherwise imprinted with a legend in substantially the following form: 

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 1, 2013.

(ee)The legend requirements of Section 6(a) shall terminate as to any particular Warrant Share: (i) following the disposition of such Warrant Share pursuant to the Resale Registration Statement; or (ii) when the Corporation shall have received an opinion of counsel reasonably satisfactory to it that such Warrant Share may be sold to the public without registration thereof under the Securities Act.   

(ff)Whenever the legend requirements imposed by this Section 6 shall terminate as to any Warrant Share, as hereinabove provided, the Holder hereof shall be entitled to receive from the Corporation, at the Corporation’s expense, a new certificate representing such Warrant Shares and not bearing the restrictive legends set forth in Section 6(a) or Section 6(b), as applicable. 

SECTION 7
RIGHTS OF ACTION

All rights of action with respect to the Warrants are vested in the Holders of the Warrants, and any Holder of a Warrant, without consent of the Holder of any other Warrant, may, on such Holder’s own behalf and for its own benefit, enforce against the Corporation its right to exercise its Warrants for the purchase of Warrant Shares in the manner provided in this Warrant Certificate.

SECTION 8
AGREEMENT OF WARRANT HOLDERS

Every holder of a Warrant, by its acceptance thereof, consents and agrees with the Corporation and every other holder of a Warrant that:

(gg)The Warrant Registry shall be maintained by the Corporation’s Secretary, and shall be the official register of all Warrants issued in connection with the Credit Agreement.  The Warrant Registry shall be dispositive as to the issuance, ownership and other aspects of each Warrant issued by the Corporation which is recorded therein and, absent manifest error, such records shall control for all purposes; and 

(hh)The Corporation may deem and treat the person in whose name a Warrant Certificate is registered on the Warrant Registry as the holder and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and the Corporation shall not be affected by any notice or knowledge to the contrary, except as otherwise expressly provided in this Warrant Certificate. 

SECTION 9
MODIFICATION OF WARRANTS

Other than with respect to any adjustment made by the Corporation in accordance with the provisions of Section 5 hereof, this Warrant Certificate may only be modified, supplemented or altered by the Corporation, and only with the consent in writing of the Holders of Warrants representing greater than fifty percent (50%) of the total Warrants then outstanding; provided, that no change in the number or nature of the securities purchasable upon the exercise of any Warrant, or the acceleration of the Expiration Date, shall be made without the consent in writing of the Holder of the Warrant Certificate representing such Warrant, other than such changes as are specifically prescribed by this Warrant Certificate as originally executed or are made in compliance with applicable law.

SECTION 10
NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been made when delivered or mailed first class registered or certified mail, postage prepaid as follows:  If to the Holder of a Warrant Certificate, at the address of such Holder as shown on the Warrant Registry maintained by the Corporation; and if to the Corporation, at its Principal Executive Office, or such other place as may be designated by the Corporation from time to time in accordance with this Section 10.

SECTION 11
GOVERNING LAW

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed, manually or in facsimile, by its officer thereunto duly authorized, as of the date set forth below.

SCHEDULE A

WARRANT EXERCISE FORM

“United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

Note:  Certificates representing shares of Common Stock will not be registered or delivered to an address in the United States unless Box 4(b) or 4(c) above is checked.

If the undersigned has indicated that the undersigned is a U.S. Accredited Investor by marking alternative (b) above, the undersigned represents and warrants to the Corporation that:

1.the undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Warrant Shares, and the undersigned is able to bear the economic risk of loss of its entire investment; 

2.the undersigned is: (a) purchasing the Warrant Shares for its own account or for the account of one or more U.S. Accredited Investors with respect to which the undersigned is exercising sole investment discretion, and not on behalf of any other person; (b) is purchasing the Warrant Shares for investment purposes only and not with a view to resale, distribution or other disposition in violation of United States federal or state securities laws; and (c) in the case of the purchase by the undersigned of the Warrant Shares as agent or trustee for any other person or persons (each a “Beneficial Owner”), the undersigned holder has due and proper authority to act as agent or trustee for and on behalf of each such Beneficial Owner in connection with the transactions contemplated hereby; provided that: (i) if the undersigned holder, or any Beneficial Owner, is a corporation or a partnership, syndicate, trust or other form of unincorporated organization, the undersigned holder or each such Beneficial Owner was not incorporated or created solely, nor is it being used primarily to permit purchases without a prospectus or registration statement under applicable law; and (ii) each Beneficial Owner, if any, is a U.S. Accredited Investor; and 

3.the undersigned has not exercised the Warrants as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. 

The undersigned acknowledges and agrees that:

1.the Corporation has provided to the undersigned the opportunity to ask questions and receive answers concerning the terms and conditions of the offering, and the undersigned has had access to such information concerning the Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Warrant Shares; 

2.if the undersigned decides to offer, sell or otherwise transfer any of the Warrant Shares, the undersigned must not, and will not, offer, sell or otherwise transfer any of such Warrant Shares directly or indirectly, unless: 

(a)the sale is pursuant to an effective registration statement under the U.S. Securities Act; 

(b)the sale is to the Corporation; 

(c)the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; 

(d)the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or “blue sky” laws; or 

(e)the Warrant Shares are sold 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 it has prior to such sale furnished to the Corporation an opinion of counsel reasonably satisfactory to the Corporation;

3.the Warrant Shares are “restricted securities” under applicable federal securities laws, and the U.S. Securities Act and the rules of the United States Securities and Exchange Commission provide in substance that the undersigned may dispose of the Warrant Shares only pursuant to an effective registration statement under the U.S. Securities Act or an exemption therefrom; 

4.other than as otherwise agreed to by the Corporation pursuant to the terms of that certain Credit Agreement, dated July u, 2013, among the Corporation, as Borrower, South Texas Mining Venture, L.L.P., URN TEXAS GP, LLC and URN South Texas Project, Ltd., as Guarantors, Sprott Resource Lending Partnership, as Agent, and the several lenders from time to time party thereto, and Section 3(d) of the accompanying Warrant Certificate, the Corporation has no obligation to register any of the Warrant Shares or to take action so as to permit sales pursuant to the U.S. Securities Act (including Rule 144 thereunder); 

5.the certificates representing the Warrant Shares (and any certificates issued in exchange or substitution for the Warrant Shares) will bear a legend, in the form required by the certificate representing the Warrants, stating that such securities have not been registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered for sale or sold unless registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available; and 

6.the Corporation will refuse to register any transfer of the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration and the undersigned consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Corporation in order to implement the restrictions on transfer set forth and described in this Warrant Exercise Form. 

In the absence of instructions to the contrary, the securities or other property will be issued in the name of or to the holder hereof and will be sent by first class mail to the last address of the holder appearing on the register maintained for the Warrants.

DATED the __________ day of ________________, 20___.

___________________________________________

(Signature of Warrantholder)

___________________________________________

Print full name

___________________________________________

Print full address

Instructions:

1.The registered holder may exercise its right to receive Warrant Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised together with payment of the aggregate Exercise Price, by certified check, bank draft or money order payable to the order of the Corporation, and such other documents as the Corporation may reasonably require, to the Corporation at: (a) its Principal Executive Office at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇; Attention: Chief Financial Officer; or (b) its Corporate Office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇., ▇▇▇▇▇; attention: Chief Financial Officer.  Certificates for Warrant Shares will be delivered within ten business days after the exercise of the Warrants.  The rights of  

the registered holder hereof cease if the Warrants are not exercised prior to 5:00 p.m. (Vancouver, British Columbia, Canada time) on the Expiration Date, subject to earlier expiration as set forth in Section 2(c) of the accompanying Warrant Certificate.

2.If Box 4(c) is checked, any opinion tendered must be from counsel of recognized standing in form and substance reasonably satisfactory to the Corporation.  Holders planning to deliver an opinion of counsel in connection with the exercise of the Warrants should contact the Corporation in advance to determine whether any opinions tendered will be acceptable to the Corporation. 

__________

APPENDIX A TO WARRANT EXERCISE FORM

U.S. ACCREDITED INVESTOR STATUS CERTIFICATE

market value of the primary residence at the time of the sale and purchase of securities contemplated by the accompanying Warrant Exercise Form, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale and purchase of securities contemplated by the accompanying Warrant Exercise Form exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability); or

____Category 14.A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or 

____Category 15.A trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Warrant Shares offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or 

____Category 16.Any entity in which all of the equity owners meet the requirements of at least one of the above categories. 

DATED the _____ day of _____________, 20__

__________________________________________________

Print name of Warrantholder

By:_______________________________________________

      Signature

      ______________________________________________

      Title

      ______________________________________________

       (Please print name of individual whose signature appears

      above, if different from name of Warrantholder printed

      above)

__________

TRANSFER FORM FOR WARRANTS

TO:URANIUM ENERGY CORP. 

FOR value received I/we (the “Transferor”) hereby sell, assign, and transfer unto:

(Name of Transferee)

(Address of Transferee)

Warrants of 

(Quantity) 

URANIUM ENERGY CORP. (the “Corporation”)

represented by:  

(List Certificate Numbers)

and the undersigned hereby irrevocably constitutes and appoints:

the attorney to transfer the said Warrants on the books of the Corporation with full power of substitution in the premises.

The Transferor hereby certifies that (check either A or B):

____(A)the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act”), in which case the Transferor has delivered or caused to be delivered by the Transferee a written opinion of U.S. legal counsel acceptable to the Corporation to the effect that the transfer of the Warrants is exempt from the registration requirements of the 1933 Act; or  

____(B)the transfer of the Warrants is being made in reliance on Rule 904 of Regulation S under the 1933 Act, and certifies that: 

(1)the undersigned is not an “affiliate” (as defined in Rule 405 under the ▇▇▇▇ ▇▇▇) of the Corporation or a “distributor”, as defined in Regulation S, or an affiliate of a “distributor”; 

(2)the offer of such securities was not made to a person in the United States and at the time the offer was accepted, the Transferor and any person acting on its behalf reasonably believed that the Transferee was outside the United States; 

(3)neither the Transferor nor any person acting on its behalf engaged in any “directed selling efforts” (as such term is used in Regulation S) in connection with the offer and sale of the Warrants; and 

(4)the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or a scheme to evade the registration provisions of the 1933 Act.  

“United States” and “U.S. person” are as defined in Regulation S under the 1933 Act.  If Option B is checked, the Corporation may, in its sole discretion, require the Transferor or the Transferee to furnish a written opinion of U.S. legal counsel acceptable to the Corporation to the effect that the transfer of the Warrants is excluded from the registration requirements of the ▇▇▇▇ ▇▇▇.

DATED this day of ___________________, 20_____.  

Signature Guaranteed By:

_______________________________________

(Signature of Warrantholder)

_______________________________________

(Name of Warrantholder - Please print)

_______________________________________

(Capacity of Authorized Representative)

Instructions:

1.The signature on this assignment must correspond with the name as written upon the face of the accompanying Warrant Certificate, in every particular, without alteration or change whatever. 

2.The signature must be guaranteed by a Canadian schedule 1 chartered bank, major Trust Corporation or by a member firm of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The stamp must bear the words “Signature Medallion Guaranteed”. 

▇.▇▇ the United States of America, signature guarantees must be done by members of a Medallion Signature Guarantee Program only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of an acceptable Medallion Program. 

__________

TRANSFEREE ACKNOWLEDGMENT

The Transferee acknowledges and agrees that the Warrants may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act.  Each Warrant Certificate, and each certificate representing Common Stock issuable upon exercise thereof, shall contain a legend on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Warrant Certificate, unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the Corporation), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Common Stock, are transferred pursuant to an effective registration statement under the U.S. Securities Act.  The holder acknowledges and agrees that the Warrants represented by this Warrant Certificate, and the Common Stock issuable upon exercise thereof, constitute “restricted securities” under the U.S. Securities Act.  

Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legend shall also bear such legend unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the Corporation), the securities represented thereby are not, at such time, required by law to bear such legend.

In connection with this transfer the undersigned transferee (the “Transferee”) certifies that the Transferor or Transferee is delivering a written opinion of U.S. legal counsel acceptable to the Corporation to the effect that this transfer of Warrants has been registered under the U.S. Securities Act or is exempt from registration thereunder.

The Warrants and the Common Stock issuable upon exercise of the Warrants shall only be transferable in accordance with applicable laws.  The Warrants may only be exercised in the manner required by the Warrant Certificate and the Warrant Exercise Form attached thereto.  Any securities acquired pursuant to this exercise of Warrants shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends.

__________

URANIUM ENERGY CORP.

AMENDMENT NO 1.
to
WARRANT CERTIFICATE No. 2013-u,
Representing u Warrants
Dated as Issued on July 30, 2013

IN WITNESS WHEREOF the Corporation has caused this Amendment No. 1 to Warrant Certificate No 2013-u to be duly executed, manually or in facsimile, by its officer thereunto duly authorized, as of the date set forth below.

URANIUM ENERGY CORP.

By:__________________________ 

Name:  _____________________
Title:  ______________________

Dated:________________, 2014. 

__________

URANIUM ENERGY CORP.

AMENDMENT NO 2.
to
WARRANT CERTIFICATE No. 2013-u,
Representing u Warrants
Dated as Issued on July 30, 2013

Date shall mean the next consecutive day which does not fall on a holiday or a day on which banks are authorized to be closed in the Province of British Columbia, Canada;”.

(e)Section 2(c) is hereby amended to read as follows: 

"If at any time prior to the Expiration Date, the VWAP for 10 consecutive Trading Days equals or exceeds US$2.70 per share and the Corporation gives notice of the same (with supporting calculations) to the Holder (the date of the Holder’s receipt of such notice and calculations being an “Early Termination Event”), then the Warrants represented hereby shall expire and be void and of no effect at 5:00 p.m. (Vancouver, British Columbia, Canada time) on the 31st day after the Early Termination Event (the “Early Expiration Date”); provided that at all times from the date of the Early Termination Event through and including the Early Expiration Date there is an effective registration statement under the Securities Act and/or under any applicable state securities laws and regulations, and a current prospectus available under the Securities Act, for the resale of the Warrant Shares by the Holder.  Notwithstanding this Section 2(c), if the Early Expiration Date falls on a date subsequent to the Expiration Date, the Warrants represented hereby shall expire and be void and of no effect at 5:00 p.m. (Vancouver, British Columbia, Canada time) on the Expiration Date."

2.  The Existing Warrant Certificate is hereby amended such that any and all references to the “Credit Agreement, dated July 30, 2013” or to the “Credit Agreement” therein shall mean the Second Amended and Restated Credit Agreement.

3.  All other terms of the Existing Warrant Certificate remain in full force and effect.

[The remainder of this page has been intentionally left blank.  
The Corporation’s signature is contained on the immediately following page.]

__________

IN WITNESS WHEREOF the Corporation has caused this Amendment No. 2 to Warrant Certificate No 2013-u to be duly executed, manually or in facsimile, by its officer thereunto duly authorized, as of the date set forth below.

URANIUM ENERGY CORP.

By:__________________________ 

Name:  _____________________

Title:  ______________________

Dated:________________, 2016. 

__________

SCHEDULE H

CERTIFICATION OF U.S. ACCREDITED INVESTOR STATUS

To:Uranium Energy Corp. (the “Company”) 

In connection with the acquisition of certain Securities of the Company by the undersigned (the “Subscriber”), the Subscriber hereby represents and warrants to the Company as follows:

(a)the Subscriber is purchasing the Securities either for its own account for investment purposes only, or for the account of another U.S. "accredited investor" (as such term is defined in Rule 501(a) of Regulation D, a "U.S. Accredited Investor") for which it is exercising sole investment discretion (a “Beneficial Purchaser”) for investment purposes only, and not with a view to resale or distribution in violation of the Securities Act or any state securities laws, and, in particular, neither the Subscriber nor any Beneficial Purchaser has any agreement, understanding or intention to distribute either directly or indirectly any of the Securities; 

(b)the Subscriber understands that all documents, records and books pertaining to this investment have been made available for inspection by the Subscriber  or its representatives, and that the books and records of the Company will be available, upon reasonable notice, for inspection by prospective investors during reasonable business hours at the Company’s principal place of business and the Company’s registered and records office; the Subscriber has had an opportunity to ask questions and receive answers regarding the Company and the offering of the Securities; 

(c)The address of the Subscriber set out on the execution page of this Certificate is the true and correct principal address of the Subscriber and can be relied on by the Company for the purposes of state blue-sky laws; 

(d)the Subscriber, and each Beneficial Purchaser for whom it is acting, if any, satisfies one or more of the categories of U.S. Accredited Investor indicated below (the Subscriber must write “SUB” for the Subscriber and “BP” for the Beneficial Purchaser, if any, on the appropriate line(s)): 

The capitalized terms not defined in this Schedule H shall have the meanings ascribed to them in the Credit Agreement to which this Schedule is attached.

Upon execution of this Schedule H by the Subscriber, this Schedule H shall be incorporated into and form a part of the Credit Agreement.

Dated December 5, 2018

SCHEDULE I

CERTIFICATION OF CANADIAN ACCREDITED INVESTOR STATUS

To:Uranium Energy Corp. (the "Company") 

In connection with the acquisition of certain Securities of the Company by the undersigned subscriber or, if applicable, the principal on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the purposes of this Certificate), the Subscriber hereby represents, warrants, covenants and certifies to the Company that:

1.The Subscriber is purchasing the Securities as principal for its own account or is deemed to be acting as principal pursuant to National Instrument 45-106; 

2.The Subscriber is an “accredited investor” within the meaning of National Instrument 45-106 by virtue of satisfying the indicated criterion as set out in Appendix “A” to this Certificate;  

3.The capitalized terms not defined in this Schedule I shall have the meanings ascribed to them in the Credit Agreement to which this Schedule is attached; and 

4.Upon execution of this Schedule I by the Subscriber, this Schedule I shall be incorporated into and form a part of the Credit Agreement. 

Dated:  December 5, 2018.

SPROTT RESOURCE LENDING PARTNERSHIP

Print name of Subscriber

By:     its managing partner

          Sprott Lending Consulting L.P.,

          by its general partner

          Sprott Lending Consulting GP Inc.

          __________________________________

          Authorized Signatory

          __________________________________

          Print name of Signatory (if different from

          Subscriber)

          __________________________________

          Title

IMPORTANT: PLEASE INITIAL APPENDIX “A” ON THE NEXT PAGE

APPENDIX “A”

TO REPRESENTATION LETTER OF
CANADIAN ACCREDITED INVESTOR

Accredited Investor – (defined in National Instrument 45-106) means:

(a)an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds CAD$1,000,000; 

(b)an individual whose net income before taxes exceeded CAD$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded CAD$300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; 

(c)an individual who, either alone or with a spouse, has net assets of at least CAD$5,000,000; 

√(d)a person, other than an individual or investment fund, that has net assets of at least CAD$5,000,000 as shown on its most recently prepared financial statements; 

(e)a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; 

(f)a Canadian financial institution, or a Schedule III bank; 

(g)the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); 

(h)a subsidiary of any person referred to in paragraphs (f) or (g), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; 

(i)a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); 

(j)an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (i); 

(k)the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada; 

(l)a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; 

(m)any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; 

(n)a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada; 

(o)an investment fund that distributes or has distributed its securities only to  

(i)a person that is or was an accredited investor at the time of the distribution; 

(ii)a person that acquires or acquired securities in the circumstances referred to in Sections 2.10 [Minimum amount investment], and 2.19 [Additional investment in investment funds] of NI 45-106; OR 

(iii)a person described in paragraph (i) or (ii) that acquires or acquired securities under Section 2.18 [Investment fund reinvestment] of NI 45-106; 

(p)an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt; 

(q)a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; 

(r)a person acting on behalf of a fully managed account managed by that person, if that person 

(i)is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and 

(ii)in Ontario, is purchasing a security that is not a security of an investment fund; 

(s)a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; 

(t)an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (f) to (i) or paragraph (n) in form and function; 

(u)an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; OR 

(v)a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; 

and for purposes hereof:

SCHEDULE I

CERTIFICATION OF CANADIAN ACCREDITED INVESTOR STATUS

To:Uranium Energy Corp. (the "Company") 

In connection with the acquisition of certain Securities of the Company by the undersigned subscriber or, if applicable, the principal on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the purposes of this Certificate), the Subscriber hereby represents, warrants, covenants and certifies to the Company that:

1.The Subscriber is purchasing the Securities as principal for its own account or is deemed to be acting as principal pursuant to National Instrument 45-106; 

2.The Subscriber is an “accredited investor” within the meaning of National Instrument 45-106 by virtue of satisfying the indicated criterion as set out in Appendix “A” to this Certificate;  

3.The capitalized terms not defined in this Schedule I shall have the meanings ascribed to them in the Credit Agreement to which this Schedule is attached; and 

4.Upon execution of this Schedule I by the Subscriber, this Schedule I shall be incorporated into and form a part of the Credit Agreement. 

Dated:  December 5, 2018.

RESOURCE INCOME PARTNERS LIMITED PARTNERSHIP

Print name of Subscriber

By:

          __________________________________

          Authorized Signatory

          __________________________________

          Print name of Signatory (if different from

          Subscriber)

          __________________________________

          Title

IMPORTANT: PLEASE INITIAL APPENDIX “A” ON THE NEXT PAGE

APPENDIX “A”

TO REPRESENTATION LETTER OF
CANADIAN ACCREDITED INVESTOR

Accredited Investor – (defined in National Instrument 45-106) means:

(a)an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds CAD$1,000,000; 

(b)an individual whose net income before taxes exceeded CAD$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded CAD$300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; 

(c)an individual who, either alone or with a spouse, has net assets of at least CAD$5,000,000; 

√(d)a person, other than an individual or investment fund, that has net assets of at least CAD$5,000,000 as shown on its most recently prepared financial statements; 

(e)a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; 

(f)a Canadian financial institution, or a Schedule III bank; 

(g)the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); 

(h)a subsidiary of any person referred to in paragraphs (f) or (g), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; 

(i)a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); 

(j)an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (i); 

(k)the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada; 

(l)a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; 

(m)any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; 

(n)a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada; 

(o)an investment fund that distributes or has distributed its securities only to  

(i)a person that is or was an accredited investor at the time of the distribution; 

(ii)a person that acquires or acquired securities in the circumstances referred to in Sections 2.10 [Minimum amount investment], and 2.19 [Additional investment in investment funds] of NI 45-106; OR 

(iii)a person described in paragraph (i) or (ii) that acquires or acquired securities under Section 2.18 [Investment fund reinvestment] of NI 45-106; 

(p)an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt; 

(q)a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; 

(r)a person acting on behalf of a fully managed account managed by that person, if that person 

(i)is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and 

(ii)in Ontario, is purchasing a security that is not a security of an investment fund; 

(s)a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; 

(t)an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (f) to (i) or paragraph (n) in form and function; 

(u)an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; OR 

(v)a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; 

and for purposes hereof:

SCHEDULE J

FORMS OF PORTFOLIO INTEREST EXAMPTION CERTIFICATE

PART 1

FORM OF PORTFOLIO INTEREST EXEMPTION CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of July 30, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Uranium Energy Corp., as Borrower, Sprott Resource Lending Partnership, as Agent, and the several Lenders from time to time party hereto.

Pursuant to the provisions of Section 11.5(f) of the Credit Agreement, the undersigned hereby certifies that: (1) it does not accept deposits as a part of its business and it is not regulated, supervised or examined as a bank in any particular country, (2) it is not a “10 percent shareholder” of the Borrower, and (3) it is not a “controlled foreign corporation” that is related to the Borrower within the meaning of U.S. federal income tax laws.

The undersigned has furnished the Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 201_

- 2 -

PART 2

FORM OF PORTFOLIO INTEREST EXEMPTION CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of July 30, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Uranium Energy Corp., as Borrower, Sprott Resource Lending Partnership, as Agent, and the several Lenders from time to time party hereto.

Pursuant to the provisions of Section 11.5(f) of the Credit Agreement, the undersigned hereby certifies that: (1) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members accepts deposits as a part of its business or is regulated, supervised or examined as a bank in any particular country, (2) none of its direct or indirect partners/members is a “10 percent shareholder” of the Borrower, and (3) none of its direct or indirect partners/members is a “controlled foreign corporation” that is related to the Borrower within the meaning of U.S. federal income tax laws.

The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 201_