Certain identified information has been excluded from this exhibit because it is (i) not material and (ii) the type that the company treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit. FOURTH...

Pursuant to a credit agreement dated as of September 26, 2023 between the Borrower, as borrower, the Guarantors, as guarantors, the Lenders, as lenders and the Agent, as administrative agent, as amended by a first amendment to credit agreement dated as of October 6, 2023, a second amendment to credit agreement dated as April 15, 2024, and a consent, waiver and third amending agreement to credit agreement dated as of October 1, 2024 (as further amended, supplemented, restated or replaced prior to the date hereof, the “Credit Agreement”), the Lenders established a credit facility in favour of the Borrower.

Neutron Energy, Inc. entered into a guarantee in favour of Extract Capital LLC dated as of October 6, 2023 (as amended, amended and restated or otherwise modified from time to time, the “Neutron Guarantee”).

Anfield Precious Metals Inc. entered into a guarantee in favour of Extract Capital LLC dated as of October 6, 2023 (as amended, amended and restated or otherwise modified from time to time, the “Precious Guarantee”).

Anfield Resources Holding Corp. entered into a guarantee in favour of Extract Capital LLC dated as of October 6, 2023 (as amended, amended and restated or otherwise modified from time to time, the “Resources Guarantee”).

ARH Wyoming Corp. entered into a guarantee in favour of Extract Capital LLC dated as of October 6, 2023 (as amended, amended and restated or otherwise modified from time to time, the “ARH Guarantee”).

Highbury Resources Inc. entered into a guarantee in favour of Extract Capital LLC dated as of October 6, 2023 (as amended, amended and restated or otherwise modified from time to time, the “Highbury Guarantee” and collectively with the Neutron Guarantee, the Precious Guarantee, the Resources Guarantee and the ARH Guarantee, the “Guarantees”).

The Borrower has requested that the Credit Agreement be further amended as hereinafter provided, and the Lenders have agreed to permit an amendment of the Credit Agreement on the terms and subject to the conditions set forth herein.

The Guarantees were intended to be made in favour of the Agent and not Extract Capital LLC and the Guarantors have requested that the Guarantees be amended as set forth herein.

Defined Terms

Effective Date

Amendments to the Credit Agreement

Amendments to the Neutron Guarantee

Amendments to the Precious Guarantee

Amendments to the Resources Guarantee

Amendments to the ARH Guarantee

Amendments to the Highbury Guarantee

Acknowledgement

Representations and Warranties

this Amending Agreement has been duly authorized, executed and delivered by each of the Credit Parties, and the Credit Agreement, as amended hereby, constitutes a legal, valid and binding obligation of each of the Credit Parties, enforceable in accordance with its terms;

the representations and warranties of the Credit Parties contained in the Credit Agreement as amended hereby and the Facility Documents (including this Amending Agreement) are true, complete, correct and not misleading on the date hereof to the same extent as though made on and as of this date;

each of the Security Documents executed by the Credit Parties continues to secure and guarantee all of the obligations of the Borrower in connection with the Credit Agreement as amended hereby;

upon this Amending Agreement becoming effective, and other than as set out herein, the Credit Parties will be in full compliance with all of its covenants in the Credit Agreement as amended hereby and each Facility Document;

as at the Effective Date, there is no Default or Event of Default that is continuing or that would result from the completion of the transactions contemplated by this Amending Agreement;

since delivery by the Borrower to the Agent of it most recent financial reports, no event, circumstance or development shall have occurred or exists that is inconsistent in any material and adverse respect with any information or other matter previously disclosed to the Agent by or on behalf of the Credit Parties or any of their representatives or advisors, or that has resulted in or could reasonably be expected to result in a Material Adverse Effect;

the arrangement agreement dated October 1, 2024 between the Borrower and Isoenergy Ltd. has been validly terminated and there are no fees, liabilities or obligations owed by the Borrower thereunder as of the date hereof; and

it has not directly or indirectly issued, incurred, assumed or otherwise become liable for or in respect of any Indebtedness other than Permitted Indebtedness.

Conditions to Effectiveness

the representations and warranties set out in Section 10 shall be true, complete correct and not misleading;

the Agent shall have received the duly executed counterparts of this Amending Agreement which, when taken together, bear the authorized signatures of the Credit Parties, the Lenders, and the Agent;

the Agent shall be satisfied that the Credit Parties are in compliance, in all material respects, with all applicable U.S., Canadian, foreign, provincial, state and local laws and regulations, including all applicable employment, health and safety, and environmental laws and regulations;

the Agent shall be satisfied that the Credit Parties obtained all necessary governmental, regulatory, and third party approvals, including the approval of the Exchange, in connection with this Amending Agreement and the transactions contemplated herein;

the Agent shall be satisfied that all material contracts and licensing agreements of the Credit Parties are satisfactory to the Agent;

the Agent shall be satisfied that there is no new or inconsistent information or other matter not previously disclosed to the Agent or the Lenders relating to any Credit Party or the transactions contemplated herein which in any event the Agent deems material and adverse relative to the information or other matters previously disclosed;

evidence of approval of the issuance of the 2025 Warrants and underlying 2025 Warrant Shares by the Exchange;

evidence of approval of this Agreement by the Exchange;

all reasonable fees, costs and expenses, including but not limited to the Arrangement Fee (as defined below), shall have been paid by the Borrower to the extent due;

opinions of counsel to the Borrower, relating to, among other things, the subsistence of the Borrower, and the due authorization, execution and delivery and enforceability by the Borrower of this Agreement and the 2025 Warrants, and the continuing creation and perfection of all Security Interests on all collateral securing the Facility.

executed copies of the warrant certificates in respect of the 2025 Warrants;

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

certified copies of the directors’ resolutions or equivalent of each of the Credit Parties with respect to its authorization, execution and delivery of this Amending Agreement and the 2025 Warrants to which it is a party, together with incumbency certificates with respect to all officers executing Facility Documents;

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 and in each other Facility Document are true and correct in all material respects as of said time, except to the extent the same expressly relate to an earlier date, and (B) no Default or Event of Default has occurred and is continuing;

the Agent shall have received evidence that the Arrangement Agreement has been terminated and that there are no fees or penalties owing to Isoenergy Ltd.;

the Agent shall have received a payout letter and shall be satisfied that all payout conditions therein have been satisfied and that all obligations, debts and liabilities owed by the Credit Parties to Isoenergy Ltd. are terminated;

the Agent shall have received evidence that the equity investment by Uranium Energy Corp. in the amount of C$15,000,000 at C$0.14 per share shall have been completed; and

neither the Agent nor any Lender shall have become aware of any new or inconsistent information or other matter not previously disclosed to it relating to any Credit Party or the contemplated transactions which in any event the Agent or any of the Lenders, in its reasonable judgment, deems material and adverse relative to the information or other matters previously disclosed.

Arrangement Fee

Reference to and Effect on Credit Agreement

Confirmation of Security Documents

No Waiver

Entire Agreement

Governing Law

Counterparts, etc.

ARTICLE 1 INTERPRETATION

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

ARTICLE 2 THE FACILITY

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

2.10

2.11

ARTICLE 3 PREPAYMENT, REPAYMENT AND REDUCTIONS

3.1

3.2

ARTICLE 4 SECURITY

4.1

4.2

4.3

4.4

4.5

ARTICLE 5 CONDITIONS PRECEDENT

5.1

5.2

ARTICLE 6 REPRESENTATIONS AND WARRANTIES

6.1

6.2

6.3

6.4

6.5

ARTICLE 7 COVENANTS OF THE CREDIT PARTIES

7.1

7.2

7.3

7.4

ARTICLE 8 DEFAULT AND ENFORCEMENT

8.1

8.2

8.3

8.4

8.5

8.6

8.7

ARTICLE 9 AGENT

9.1

9.2

9.3

9.4

9.5

9.6

9.7

9.8

9.9

9.10

9.11

9.12

9.13

9.14

9.15

9.16

9.17

9.18

9.19

9.20

9.21

9.22

9.23

9.24

ARTICLE 10 NOTICES

10.1

10.2

10.3

ARTICLE 11 INDEMNITIES, TAXES, CHANGES IN CIRCUMSTANCES

11.1

11.2

11.3

11.4

11.5

11.6

ARTICLE 12 MISCELLANEOUS

12.1

12.2

12.3

12.4

12.5

12.6

12.7

12.8

THE AGENT AND THE LENDERS

SECURITY DOCUMENTS

EQUITY INTERESTS OF CREDIT PARTIES SCHEDULE D FORM OF FACILITY WARRANT

CERTIFICATION OF ACCREDITED INVESTOR STATUS

FORM OF 2025 WARRANT

any Person, directly or indirectly, acquires beneficial ownership of, or the power to exercise control or direction over, or securities convertible into, any Voting Shares of the Borrower, that together with such Person’s securities in relation to the Voting Shares of the Borrower, would constitute Voting Shares of the Borrower representing more than 50% of the total voting power attached to all Voting Shares of the Borrower then outstanding;

there is consummated any amalgamation, consolidation, statutory arrangement (involving a business combination) or merger of the Borrower (1) in which the Borrower is not the continuing or surviving corporation, or (2) pursuant to which any Voting Shares of the Borrower would be reclassified, changed or converted into or exchanged for cash, securities or other property, other than (in each case) an amalgamation, consolidation, statutory arrangement or merger of the Borrower in which the holders of the Voting Shares of the Borrower immediately prior to the amalgamation, consolidation, statutory arrangement or merger have, directly or indirectly, more than 50% of the Voting Shares of the continuing or surviving corporation immediately after such transaction;

any Person or group of Persons, acting jointly or in concert, 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

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

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

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

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

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;

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);

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

any agreement for the making or taking of any commodity (including but not limited to minerals, 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;

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;

all Financial Instrument Obligations of the Person;

all Capital Lease Obligations and Purchase Money Obligations of the Person;

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;

all indebtedness of any other Person secured by a Security Interest on any asset of the Person;

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

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;

the business, operations, results of operations, assets, liabilities or condition (financial or otherwise) of any of the Projects or any of the Credit Parties;

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

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

any rights or remedies of the Agent or the Lenders under this Agreement or any other Facility Document; or

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;

any Security Interest granted pursuant to the Security Documents,

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 Applicable Law,

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,

any Security Interest or privilege arising out of judgments or awards in an amount less than [***] 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,

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 and for which adequate reserves have been set aside on such Person’s books and records in accordance with IFRS,

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,

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

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,

(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; 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 connection with the operation of the business of such Credit Party or the ownership of the assets of such Credit Party, in each case, to the extent required by Applicable Law, and provided that such Security Interests do not in the aggregate materially detract from the value of any of the assets of such Credit Party or materially impair their use in the operation of the business of such Credit Party.

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

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,

any purchase money security interests and capital lease obligations in respect of Indebtedness permitted under paragraph (b) of “Permitted Indebtedness”,

any Security Interests over assets other than Secured Assets which secure Indebtedness permitted under paragraph (c) of “Permitted Indebtedness” only,

any Security Interest which secures Permitted Indebtedness only and is permitted pursuant to an intercreditor agreement, in form and substance satisfactory to the Agent and the Lenders, executed and delivered by the third party secured party in favour of the Agent,

the ▇▇▇▇▇▇ Encumbrances;

any other Security Interest which the Agent agrees in writing is a Permitted Encumbrance for the purposes of this Agreement; and

subject to the terms of the Subordination Agreement, any Security Interest or encumbrances granted under or in connection with the Iso Loan Security; and

any extension, renewal or replacement of any of the foregoing;

Indebtedness under this Agreement or refinancing thereof,

Indebtedness in an aggregate amount at any time for all Credit Parties of up to [***] 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,

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

Indebtedness comprised of amounts owed to trade creditors and accruals in the ordinary course of business, in each case (i) outstanding less than 60 days, or (ii) which do not exceed [***] in the aggregate for all Credit Parties and are being disputed in good faith, provided that reasonable reserves have been established,

(x) any Indebtedness of any Credit Party in favour of a public utility or Governmental Authority in respect of performance/reclamation bond obligations only (which includes the Shootaring Canyon Mill Surety Bond); and (y) any other Indebtedness of a Credit Party in favour of a public utility or Governmental Authority, to the extent required by Applicable Law,

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

Indebtedness of (x) the Borrower to any Guarantor or (y) any Subsidiary to the Borrower;

Indebtedness related to the ▇▇▇▇▇▇ Encumbrances; and

subject to the terms of the Subordination Agreement, Indebtedness under the Iso Loan Documents;

subject to the terms of the Subordination Agreement, Indebtedness under the Iso Loan Guarantees; and

guarantees or other contingent obligations incurred in the ordinary course of business of a Credit Party or in respect of Indebtedness permitted by (a) to (jh) hereof;

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

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

Subdivisions, Table of Contents and Headings

References to Bodies Corporate, Statutes, Contracts

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;

to any statute, enactment or legislation of any country 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

to any agreement, instrument, Authorization or other document 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.

Currency

Use of the Words “Best Knowledge”

Governing Law

Paramountcy

Interpretation

Time of Essence

The Facility

The Closing Date Facility

The 2025 Facility

Non-Revolving Facility

Term

Use of Proceeds of the Facility

Proceeds from the Closing Date Facility shall be used only (i) to pay for any fees, costs and expenses under or associated with this Agreement, including, for avoidance of doubt, any fees owing to the Lenders and commissions owing to ▇▇▇▇▇▇▇ Securities Inc. in connection therewith, (ii) to fund the Shootaring Canyon Mill Surety Bond, (iii) to fund engineering expenses for the Projects, and (iv) for general working capital purposes.

Proceeds from the 2025 Facility shall be used for general working capital purposes.

Interest

Interest shall accrue on the outstanding principal of the Facility from the applicable Drawdown Date at a rate per annum equal to Term SOFR for the Interest Period applicable to the applicable Advance, plus the Applicable Margin. Interest shall be calculated daily, compounded monthly, and payable in arrears to the Agent on each Interest Payment Date, in U.S. Dollars, commencing on the first Interest Payment Date to occur after the applicable Drawdown Date, all before as well as after each of maturity, default and judgment; and.

If any Event of Default shall occur and be continuing, (i) interest shall accrue on the outstanding principal of ▇▇▇▇▇▇ Facility and all interest, fees, costs, and other amounts payable hereunder at an additional 13% per annum, calculated daily and compounded monthly, before as well as after maturity, default and judgment, and (ii) a premium of 10% of the principal of the Advanceall Advances outstanding as of the date of such Event of Default shall be payable by the Borrower to the Agent.

Five (5) Business Days prior to each Interest Payment Date, the Borrower shall provide the Agent with notice of whether it elects to pay accrued interest for such Interest Payment Date:

in kind, by adding the amount of accrued interest to the outstanding principal amount of the Facility, in which case, the Applicable Margin shall be the rate of 7.0% per annum; or

in cash, payable on the Interest Payment Date, in which case, the Applicable Margin shall be the rate of 5.0% per annum.

To the extent that the Borrower does not provide the notice required by Section 2.5(c), it shall be deemed to have elected to pay accrued interest for the applicable Interest Payment Date in cash, as set out in Subsection 2.5(c)(c)(ii).

In no event shall the Effective Annual Rate exceed twenty-fourtwenty four percent (24%) (the “Maximum Effective Annual Rate”). If any payment described in the definition of “Effective Annual Rate” is or is about to be received by the Agent in an amount that exceeds the Maximum Effective Annual Rate, then such payment shall be reduced or refunded, as applicable, by the Agent, with retroactive effect, to the extent required to eliminate such excess.

Computations

No Set-off

Arrangement Fee Shares, Facility Warrants and Facility Warrant Shares, 2025 Warrants and 2025 Warrant Shares

As partial consideration of the Lenders entering into this Agreement and making the Closing Date Facility available to the Borrower pursuant to the terms hereof, the Borrower shall:

at the election of the Borrower, in its sole discretion, either: (1) pay to the Lenders (or as each applicable Lender may direct) on the Closing Date, in their respective Pro Rata Share, C$100,000 in cash; or (2) create and issue to the Lenders (or as each applicable Lender may direct) on the Closing Date, in their respective Pro Rata Share, 2,105,263 Common Shares of the Borrower (the “Arrangement Fee Shares”), having a value equivalent to C$200,000 as of the Closing Date, which Arrangement Fee Shares shall be delivered by the Borrower to the Lenders, in their respective Pro Rata Share, provided that the Arrangement Fee Shares will be subject to resale restrictions, including applicable hold periods, under Applicable Securities Legislation; and

create and issue to the Lenders (or as each applicable Lender may direct) on the Closing Date, in their respective Pro Rata Share, 42,105,263 non- transferable warrants of the Borrower (the “Facility Warrants”) with each warrant being exercisable for one Common Share (collectively, the “Facility Warrant Shares”) at an exercise price equal to C$0.095 per Common Share and for an exercise period of five (5) years from the Closing Date 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 Facility Warrants shall be in the form attached as Schedule D. The Facility Warrants and any Facility Warrant Shares will be subject to resale restrictions, including applicable hold periods, under Applicable Securities Legislation.

As partial consideration of the Lenders making the 2025 Facility available to the Borrower pursuant to the terms hereof, the Borrower shall:

create and issue to the Lenders (or as each applicable Lender may direct) on the 2025 Facility Closing Date, in their respective Pro Rata Share, 59,925,000 nontransferable warrants of the Borrower (the “2025 Warrants”) with each warrant being exercisable for one Common Share (collectively, the “Facility Warrant Shares”) at an exercise price equal to C$0.15 per Common Share and for an exercise period from the 2025 Facility Closing Date to the Maturity Date 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 2025 Warrants shall be in the form attached as Schedule F. The 2025 Warrants and any 2025 Warrant Shares will be subject to resale restrictions, including applicable hold periods, under Applicable Securities Legislation.

Administrative Matters Re: Payments

Time and Place of Payments

Evidence of Indebtedness

Voluntary Prepayment

the Borrower also pays to the Agent all unpaid interest, fees, costs and other amounts owing under the Facility in respect of the principal amount of the Facility being repaid;

the Borrower also pays to the Agent a prepayment fee equal to 3% of the principal amount repaid;

any such prepayment may only be made on a day that is a Business Day; and

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.

Mandatory Prepayment

with the prior written consent of the Agent or as otherwise permitted by this Agreement, any Credit Party shall sell or otherwise dispose of any Secured Assets outside of the ordinary course of business, then such Credit Party shall pay or cause to be paid [***], to the Agent, forthwith, to be applied on account of the outstanding principal amount and all accrued but unpaid interest, bonus and other costs, fees or charges payable hereunder from time to time;

with the prior written consent of the Agent, any Credit Party closes one or more debt financings (other than in connection with Permitted Indebtedness), or royalty sale transactions, then such Credit Party shall pay [***]% of the proceeds of such financings and royalty sales, net of reasonable costs (including without limitation, finders fees, commissions, legal and audit costs) to the Agent forthwith on closing such financings, to be applied on account of the outstanding principal amount and all accrued but unpaid interest, bonus and other costs, fees or charges payable hereunder from time to time;

unless the Agent provides prior written consent to such Change of Control, if a Change of Control occurs with respect to the Borrower, then the Borrower shall within ten (10) Business Days of the closing and culmination of the Change of Control, pay or cause to be paid all outstanding Facility Indebtedness.

Security Documents

Registration, Filing and Recordation of the Security

After Acquired Property and Further Assurances

Additional Guarantors

Additional Security

Conditions Precedent to the Advance of the Closing Date Facility

receipt by the Agent of the following documents, each in full force and effect, and in form and substance satisfactory to the Agent and the Lenders:

executed copies of all Facility Documents, including, without limitation, this Agreement, the Security Documents, the Arrangement Fee Shares, and the warrant certificate in respect of the Facility Warrants;

certificates of good standing or other similar type of evidence for each of the Credit Parties from all Relevant Jurisdictions in relation to each Credit Party;

certified copies of the Constating Documents of each of the Credit Parties;

certified copies of the directors’ resolutions of each of the Credit Parties with respect to its authorization, execution and delivery of the Facility Documents to which it is a party, together with incumbency certificates with respect to all officers executing Facility Documents;

certificates of an officer or secretary 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 and in each other Facility Document are true and correct as if made on and as of the Closing Date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and (B) no Default or Event of Default has occurred and is continuing;

all regulatory approvals, including the Exchange Approvals;

releases and discharges (or, if acceptable to the Agent, postponements or appropriate undertakings to discharge), 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 Advance;

an irrevocable direction to pay with respect to the Advance;

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 by the Borrower of the Facility Documents to which the Borrower is a party and the creation and perfection of all Security Interests on all collateral securing the Facility;

certificates representing all shares and other securities in the Subsidiaries pledged by the Borrower, together with corresponding share transfer powers duly executed in blank;

satisfactory searches in respect of the Credit Parties;

a copy of all documentation and reports that provide an estimate of the current reclamation costs related to the Shootaring Canyon uranium mill site and the required amount of the Shootaring Canyon Mill Surety Bond, and documentation showing all historical changes in relation thereto; and

such other documents, certificates, opinions and agreements which the Agent or the Lenders may reasonably require;

the Agent and the Lenders shall have completed and be satisfied with its financial, business, environmental, tax, legal and other due diligence review of the Credit Parties, the Projects, the Shootaring Canyon Mill Surety Bond, and each part thereof, including without limitation, their review of all feasibility studies, processing plant plans, budgets, pro forma financial statements, and other documents in respect of each Project and each part thereof;

evidence that all Security Interests created pursuant to the Security Documents have been duly perfected and registered, filed and recorded (as applicable) in all Relevant Jurisdictions and any other relevant jurisdiction as required by the Agent and the Lenders’ Counsel;

the Agent and the Lenders shall have received payment of all fees and reimbursable expenses in connection with this Agreement, including those fees described in Section 7.3, which are payable by the Credit Parties to the Lenders and the Agent on or prior to the Closing Date;

as at the Closing Date, the Agent and the Lenders shall be satisfied that no Default or Event of Default shall have occurred and be continuing;

neither the Agent nor any Lender shall have become aware of any new or inconsistent information or other matter not previously disclosed to it relating to any Credit Party or the contemplated transactions which in any event the Agent or any of the Lenders, in its reasonable judgment, deems material and adverse relative to the information or other matters previously disclosed;

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

the Agent must have received (i) evidence that all Indebtedness of the Credit Parties that is not Permitted Indebtedness will be paid and performed in full concurrently with the Advance, and (ii) releases and discharges (in registrable form where appropriate) covering all Security Interests or other liens or encumbrances that are not Permitted Encumbrances, or undertakings of the holders of the liens to deliver releases and discharges promptly after the Advance; and

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.

Waiver

Representations and Warranties of the Credit Parties

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, consents and authorizations in all cases required to be made, obtained and maintained, under the laws of its jurisdiction of incorporation and in all other applicable jurisdictions where such filings, consents and authorizations are required under Applicable Law, and has all requisite corporate power and authority to carry on its business as now conducted 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;

each of the Credit Parties has full power and authority to enter into each of the Facility Documents to which it is a party 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, and when entered into, the Facility Documents will create valid and legally binding obligations of the Credit Parties party thereto enforceable against the Credit Parties party thereto in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

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 to which it is party and such other agreements and instruments as contemplated herein and which are relevant to such Credit Party; and (ii) as it relates to the Borrower, the creation, allotment and issuance of the Securities;

except as set forth in Schedule C and any interest held in any Equity Account, 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;

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;

(i) each of the Credit Parties is (x) licensed, registered or qualified and in good standing 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;

none of the Credit Parties has Secured Assets in any jurisdiction other than the Province of British Columbia, and the States of Arizona, South Dakota, Colorado, New Mexico, Utah and Wyoming, excluding Secured Assets which are goods in transit or otherwise ordinarily used in more than one jurisdiction, and excluding certificates representing shares in the Subsidiaries pledged by the Borrower in favour of the Agent, which may be held by the Agent outside of the jurisdictions listed in this paragraph; and

all personal property located at, on or about any of the Projects or any part of any Project or used or acquired for use primarily in connection with, primarily related to, or produced from any of the Projects or any part of any Project or any business or operations thereat, and all proceeds thereof, is held by the Guarantors;

the Borrower is authorized to issue an unlimited number of Common Shares, of which 945,678,283 Common Shares were issued and outstanding as fully paid and non-assessable shares in the capital of the Borrower on the date of this Agreement;

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;

none of the Credit Parties has made any loans to or guaranteed the obligations of any Person excepting only (i) the Facility, (ii) the Shootaring Canyon Mill Surety Bond, loan between the Borrower and its Subsidiaries, and (iv) Permitted Investments.

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 Reporting 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 Reporting Jurisdictions;

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

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

upon the issuance thereof, the Arrangement Fee Shares and, any Facility Warrant Shares and the 2025 Warrant Shares will be validly issued as fully paid and non-assessable Common Shares in the capital of the Borrower;

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 Arrangement Fee Shares, the 2025 Warrant Shares and Facility Warrant Shares;

none of the execution and delivery of the Facility Documents, the compliance by the Credit Parties with the provisions of the Facility Documents to which they are party or the consummation of the transactions contemplated herein and the issue of the Securities, 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 Securities, as will be obtained prior to the issuance thereof); (ii) materially conflict with or result in any material breach or violation of any of the provisions of, or constitute a default under, or require consent under (except such consents as have been obtained), 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;

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 Closing Date) fully disclosed in accordance with the requirements of Applicable Securities Legislation and the policies of the Exchange;

to the knowledge of the Credit Parties, 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;

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 and the same are owned free and clear of all liens, security interests, claims and encumbrances, other than Permitted Encumbrances;

except as qualified by the disclosure in the Disclosure Record, all material agreements by which the Credit Parties hold an interest in property, business or assets are in good standing according to their terms and the material 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;

other than as disclosed in the Disclosure Record, 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 outside of the ordinary course of business for an amount greater than [***] (in the aggregate for all Credit Parties), or the sale, transfer or other disposition of any property or assets or interest therein outside of the ordinary course of business having a value in excess of [***] 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;

the Borrower has complied, in all material respects, with all continuous disclosure obligations under Applicable Securities Legislation;

the Credit Parties (taken as a whole) have no material liabilities, fixed or contingent, that are not reflected and accurately accounted for in the most recent 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 or otherwise disclosed to the Agent since the date of such financial statements;

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;

(i) to the knowledge of the Credit Parties, none of the Credit Parties are in material violation of any Environmental Law; (ii) the Credit Parties have obtained all material Authorizations required under Environmental Laws other than those that are not required at the current stage of each Project but that are reasonably expected to be obtained in the ordinary course and the Credit Parties are in material compliance with such Authorizations; (iii) the Credit Parties have timely filed accurate and complete applications for issuance or, as appropriate, renewals for all material Authorizations required under any applicable Environmental Laws at the current stage of each Project; (iv) other than as set out in the Disclosure Record, there are no pending or, to the knowledge of the Credit Parties, threatened (in writing) appeals, challenges, disputes or claims asserted under any Applicable Law with respect to any material Authorization required under Environmental Laws that has been issued in draft or final form for any of the Projects; and (v) none of the Credit Parties has any material liability under, and there are no events or circumstances that would reasonably be expected to form the basis of, an order for investigation, clean-up, monitoring, natural resource damages, or remediation, or other mandatory or prohibitory obligation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting any of the Credit Parties relating to or arising under any Environmental Laws;

except as disclosed in the Disclosure Record, to the knowledge of the Credit Parties, none of the directors or officers of the Credit Parties or any employee, 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;

none of the Credit Parties is in violation of any term of its Constating Documents in any material respect. 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 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 and there is no action, suit, proceeding or investigation commenced, pending or, to the best of the Borrower’s knowledge, 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 or any other Facility Document;

all of the agreements and other documents and instruments pursuant to which the Credit Parties hold any material interest in any of the Projects or any material part of any Project are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with their terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and neither the Credit Parties, nor to the knowledge of the Credit Parties, 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;

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;

there are no actions, suits, proceedings, inquiries or investigations existing, pending or, to the best of the Borrower’s knowledge, 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;

no Credit Party nor any ERISA Affiliate has failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement required to date, 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 incurred any liability under Title IV of ERISA with respect to any Pension Plan (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 and there are no premium payments which have become due which are unpaid;

no Credit Party maintains or contributes to, or has in the past maintained or contributed to, any Canadian Pension Plan or Canadian Defined Benefit Plan, and and no Credit Party has an interest, or has in the past had an interest, in any Person who sponsors, maintains or contributes to, or has any liability in respect of, any Canadian Pension Plan or Canadian Defined Benefit Plan. No Canadian Pension Plan Event has occurred or is reasonably expected to occur which could result in a Material Adverse Effect.

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;

each applicable Credit Party holds or owns all mineral rights, surface rights and personal property, as applicable, required to conduct the business and operations of each Project and each part of each Project, in each case free and clear of all encumbrances other than Permitted Encumbrances, and no other property rights are necessary for the operation of any of the Projects or any part of any Project 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 Credit Parties 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;

(A) each applicable Credit Party holds either fee title, valid, subsisting and enforceable leases, or other conventional property, proprietary or contractual interests or rights, in respect of the minerals and other mineral deposits located therein and rights of ingress and egress to 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 the minerals 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

each Credit Party has 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 minerals 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;

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 Relevant Jurisdictions. 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. No Project nor any part of any Project is subject to any right of first refusal, or purchase or acquisition right;

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, other than Permitted Encumbrances;

the operations of each Credit Party are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, including without limitation the United States Department of the Treasury Office of Foreign Assets Control (“OFAC”), (collectively, the “Money Laundering Laws”) and no action, suit, sanction or proceeding by or before any court or Governmental Authority, agency or body or any arbitrator involving any Credit Party with respect to the Money Laundering Laws is pending, or to the best of the Borrower’s knowledge, threatened;

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;

no Pension Plan is “at risk” or has been “at risk” for the preceding four years and no Multiemployer Plan is in “endangered status” or “critical status,” as determined under Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, and no Credit Party or ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause any Pension Plan to become “at risk” or any Multiemployer Plan to be in “endangered status” or “critical status;”

each Plan which is intended to be a qualified Plan under Section 401(a) of the Code has received a current favorable determination letter from the IRS to the effect that the form of such Plan, as currently in effect, 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, an application for such a letter is currently being processed by the IRS, or the remedial amendment period for applying for any such determination letter has not yet expired or such letter has been issued to the prototype sponsor of the Plan. To the best knowledge of the Credit Party and its ERISA Affiliates, nothing has occurred that would prevent or cause the loss of such tax-qualified status;

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

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

no Pension Plan has been terminated by the plan administrator thereof, the plan sponsor 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;

no ERISA Event has occurred with respect to any Pension Plan or Multiemployer Plan. Each Plan has been maintained, operated, and administered in material compliance with its terms and any related documents or agreements and in material compliance with the applicable provisions of ERISA, the Code and all Applicable Laws. Each Credit Party and each ERISA Affiliate is in compliance with ERISA with respect to each Pension Plan in all material respects. Each Credit Party and ERISA Affiliate has met 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 with respect to any Pension Plan, 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. Neither a Credit Party nor any ERISA Affiliate has incurred any Liability with respect to any Plan for any excise tax arising under Section 4971, 4972 or 4980B of the Code, and neither the Credit Party nor any ERISA Affiliate is aware of any facts which could give rise to any such Liability. Neither a Credit Party nor any ERISA Affiliate maintains or is required to contribute to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code or other Applicable Law;

except as could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (a) the Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other Applicable Laws which require registration, have been administered in accordance with the Income Tax Act (Canada) and such other Applicable Law and no event has occurred which could cause the loss of such registered status, (b) all obligations of the Credit Parties and their Subsidiaries (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements relating thereto have been performed on a timely basis, and (c) all contributions or premiums required to be made or paid by Credit Parties and their Subsidiaries to the Canadian Pension Plans have been made on a timely basis in accordance with the terms of such plans and all Applicable Laws (d) there are no outstanding material disputes concerning the funded status or assets of the Canadian Pension Plans maintained, contributed to or administered by the Credit Parties, and to the knowledge of each Credit Party, there are no outstanding material disputes concerning the funded status or assets of any other Canadian Pension Plan (e) there are no actions, claims or proceedings existing, pending or threatened against any Canadian Pension Plan or the assets of any such plan which could be reasonably expected to have a Material Adverse Effect;

except for contracts disclosed 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;

the Borrower and its Subsidiaries are not currently engaging in, and in the last five years have not engaged in, conduct that violates any laws and regulations administered by (i) OFAC pertaining to economic and trade sanctions; (ii) the Bureau of Industry and Security of the Department of Commerce or the Directorate of Defense Trade Controls of the United States Department of State pertaining to export controls; (iii) the United States Department of Commerce or the IRS pertaining to anti-boycott; (iv) the Bureau of Customs and Border Protection of the 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”);

Equinox Exploration Holding Corp. has been dissolved; and

to the best of the Credit Parties’ knowledge, US$15,260,763 is required for the Shootaring Canyon Mill Surety Bond pursuant to the March 21, 2024 report from Engineering Analytics, Inc. and reflects the total liability of the Credit Parties for the reclamation costs relating to the Shootaring Canyon uranium mill site.

Representations and Warranties of the Agent and ▇▇▇▇▇▇▇

each of the Lenders and the Agent 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, consents and authorizations in all cases required to be made, obtained and maintained, under the laws of its jurisdiction of incorporation and in all other applicable jurisdictions where such filings, consents and authorizations are required under Applicable Law, and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;

each of the Lenders and the Agent has full power and authority to enter into each of the Facility Documents to which it is party 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 and when entered into, the Facility Documents to which it is party will create valid and legally binding obligations of the Lenders and the Agent enforceable against the Lenders and the Agent in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

each of the Lenders and the Agent has taken all corporate steps necessary to duly authorize all matters in connection with this Agreement, including, without limitation, the execution and delivery of the Facility Documents to which it is party and such other agreements and instruments as contemplated herein and which are relevant to such Lender and the Agent;

each of the Lenders understands and acknowledges there are risks associated with an investment in the Securities, being speculative investments involving a substantial degree of risk;

each of the Lenders understands and acknowledges there are restrictions on such ▇▇▇▇▇▇’s ability to trade the Securities and it is the responsibility of such Lender to find out what those restrictions are and to comply with them before trading any of the Securities;

each of the Lenders is capable by reason of knowledge and experience in financial and business matters in general, and investments in particular, of assessing and evaluating the merits and risks of an investment in the Securities, and is and will be able to bear the economic loss of its entire investment of the Securities and can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment; and

each of the Lenders (or their respective nominee) is a person described in section 2.3 of National Instrument 45-106 – Prospectus Exemptions by virtue of being an “accredited investor” as defined in National Instrument 45-106 – Prospectus Exemptions, and provided that it is not a person that is or has been created or used solely to purchase or hold securities as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in National Instrument 45- 106 – Prospectus Exemptions.

Reliance and Repetition

Survival and Inclusion

Consent to Disclosure of Certain Information

of the delivery of personal information to the British Columbia Securities Commission and the Alberta Securities Commission;

that personal information is being collected indirectly by the British Columbia Securities Commission and Alberta Securities Commission under the authority granted to each in Applicable Securities Legislation;

that personal information is being collected for the purposes of the administration and enforcement of the securities legislation in British Columbia and Alberta;

that such Lender can contact: (i) the Manager, Financial and Insider Reporting at the British Columbia Securities Commission at P.O. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, or by telephone at (604) ▇▇▇- ▇▇▇▇ or (ii) FOIP Coordinator at the Alberta Securities Commission at ▇▇▇▇▇ ▇▇▇, ▇▇▇ – ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or by telephone at (▇▇▇-▇▇▇-▇▇▇▇) for information regarding the collection and use of personal information by the British Columbia Securities Commission; and

that such ▇▇▇▇▇▇, and any beneficial purchaser for whom it is contracting hereunder, hereby authorizes the indirect collection of personal information by the British Columbia Securities Commission and the Alberta Securities Commission.

Positive Covenants

duly and punctually pay or cause to be paid to the Agent and the Lenders all amounts payable hereunder, on the dates, at the places, in the currency and in the manner mentioned herein;

provide to the Agent (with sufficient copies for the Lenders) quarterly financial reports and such other summaries as may be 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, together with any other reports that the Agent may require from time to time, all in form and substance satisfactory to the Agent, in its reasonable discretion, provided that public disclosure of such reports shall constitute compliance with this covenant;

permit the Agent to directly contact and communicate during regular business hours with any and all officers of the Borrower from time to time by letter, telephone, email or in person;

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+ 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 the Lenders): (i) within 90 days after the end of each fiscal year, copies of its 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 interim financial 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 Lenders) 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 IFRS as applicable;

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 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;

comply with all Applicable Securities Legislation, 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;

continue to comply, in all material respects, with continuous disclosure obligations under Applicable Securities Legislation;

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 in writing or any notification of any challenge to the validity of any Authorization, relating to the Borrower, any Guarantor, any Project or any part of any Project or any of the Secured Assets or any of the Credit Parties’ other material assets, (iii) any force majeure event under any document relating to any Project or any part of any Project or any of the Secured Assets or any of the Credit Parties’ other material assets, (iv) any suit, proceeding, demand, claim or governmental investigation or communication pending or, to the Borrower’s knowledge, threatened, relating to any Project or any part of any Project, and (v) any notice of default received in respect of any Material Project Document; and

take all reasonable steps and actions as may be required to maintain its corporate existence, obtain and maintain all material Authorizations required or necessary in connection with its business, the Projects and each material part of each Project and the Secured Assets, and carry on and conduct its business in a reasonably proper and efficient manner;

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 IFRS, and at all reasonable times will furnish or cause to be furnished to the Agent or its duly authorized agent or attorney such information relating to its operations as the Agent (in accordance with the instructions of the Lenders) may request and such books of account shall be open for inspection by the Agent or such agent or attorney upon reasonable request during business hours and upon reasonable prior notice;

use the proceeds of the Facility only for the purposes set out in Section 2.4;

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;

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;

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

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

ensure that, at all times, the Credit Parties hold all present and after-acquired personal property now or hereafter located at, on or about any of the Projects or any part of any Project or now or hereafter used or acquired for use primarily in connection with, primarily related to, or produced from any of the Projects or any part of any Project or any business or operations thereat, and all proceeds thereof, except for (x) certain equipment currently owned or leased by the Credit Parties 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 [***];

maintain or cause to be maintained the Secured Assets in good condition in accordance with industry standards, ordinary wear and tear excepted;

pay and discharge or cause to be paid and discharged, promptly when due, all Taxes imposed upon it or in respect of any of its assets or upon the income or profits therefrom as well as all claims of any kind (including claims for labour, materials, supplies and rent) which, if unpaid, might become a lien thereupon; provided however, that it shall not be required to pay or cause to be paid any such Tax or claim if the amount, applicability or validity thereof shall concurrently be contested in good faith by appropriate proceedings diligently conducted with appropriate reserves in accordance with IFRS;

promptly pay or make provisions satisfactory to the Agent (in accordance with the instructions of the Lenders) for the payment of any additional amounts, including Taxes and charges which may be imposed on the Borrower or any Guarantor by the laws of Canada or the United States or any state, province, territory or other jurisdiction thereof (except income tax or security transfer tax, if any), which shall be payable with respect to the Facility;

cause all necessary and proper steps to be taken diligently to protect and defend the Secured Assets and the proceeds thereof against any material adverse claim or demand (other than Permitted Encumbrances), 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;

as may be required by the Agent (in accordance with the instructions of the Lenders) 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, all at the cost of the Credit Parties;

promptly provide to the Agent:

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, 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;

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;

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;

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;

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;

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

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; and

in the event of a Canadian Pension Plan Event, a copy of any notice, notice of intended decision, or any other material information relating to the Canadian Pension Plan Event;

without limiting the generality of Section 7.1(l) 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 may from time to time reasonably request with respect to any of the Secured Assets;

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

the Credit Parties, on a consolidated basis, shall at all times during the term of this Agreement, maintain minimum working capital of [***], calculated as (i) the sum of cash on hand and trade receivables outstanding for less than 30 days, less (ii) trade payables, and the Borrower shall provide the Agent with evidence thereof upon written request;

in connection with the Shootaring Canyon Mill Surety Bond, the applicable Credit Parties shall:

inform the Agent immediately of any change to the estimated reclamation costs related to the Shootaring Canyon uranium mill site, or the requisite value of the Shootaring Canyon Mill Surety Bond, or of the receipt of any notice from Utah Division of WM & Radiation Control in connection with the Shootaring Canyon Mill Surety Bond;

ensure that the Shootaring Canyon Mill Surety Bond remains in effect and in good standing and meets all requirements of the Utah Division of WM & Radiation Control and all Applicable Laws, and inform the Agent immediately of any breach of the terms of the general agreement of indemnity, or any other agreement, between any Shootaring Surety and a Credit Party;

ensure that the deposit and security required by the Shootaring Surety has been provided by the applicable Credit Parties and is in good standing; and

pay all indebtedness and liabilities required to be paid by such Credit Parties to the Shootaring Surety when due, including all premiums; and

promptly notify the Agent of any event of default under any agreement for Indebtedness with an outstanding principal amount greater than [***].

Negative Covenants

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

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;

convey, sell, lease, assign, transfer or otherwise dispose of any Secured Assets outside of the ordinary course of business without the prior written consent of the Agent, except that it may, without the Agent’s consent, dispose of any obsolete or surplus equipment, vehicles and other assets, provided that the fair market value of such obsolete or surplus equipment, vehicles and other assets, when aggregated with the fair market value of all other Secured Assets conveyed sold, leased, assigned, transferred or otherwise disposed of outside of the ordinary course of business since the date of this Agreement, does not exceed an aggregate of [***] for the Credit Parties taken as a whole;

allow any Secured Assets to be located outside of the Province of British Columbia or the States of Arizona, South Dakota, Colorado, New Mexico, Utah and Wyoming, or Secured Assets which are goods in transit or otherwise ordinarily used in more than one jurisdiction and excluding certificates representing shares in the Subsidiaries pledged by the Borrower in favour of the Agent, which may be held by the Agent outside of the jurisdictions listed in this paragraph;

enter into any scheme for the reconstruction or reorganization of such Credit Party 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;

take any corporate action to effect a share consolidation or stock split, without the prior written consent of the Agent, provided that if the market price per Common Share on the Exchange exceeds $0.12 per Common Share for twenty (20) consecutive trading days, then no prior consent of the Agent shall be required for the Borrower to effect a share consolidation;

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 or other mandatory payment, in each case when due) any Indebtedness other than (unless otherwise restricted by this Agreement or any subordination, postponement or intercreditor agreement to which the Agent or Lenders are party with respect to the Credit Parties) any Permitted Indebtedness;

purchase, redeem, retire or otherwise acquire for cash any securities (equity or other), or purchase or otherwise acquire all or substantially all of the assets of any other Person (other than a Credit Party) or of a division or unit of any such Person without the prior written consent of the Agent (in accordance with the instructions of the Lenders);

have outstanding or make any loan or advance to, or have or make any Investment in, any other Person, except Permitted Investments, or suffer to exist any such loan, advance or Investment, or any obligation to make such loan, advance or Investment, except (i) the Facility, (ii) loans between the Borrower and its Subsidiaries and (iii) Permitted Investments;

make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Borrower (an “Affiliate Transaction”), other than;

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);

any payments by a Subsidiary to the Borrower; and

any Affiliate Transaction between any Credit Parties;

make any payments to management or employees that is inconsistent with historical practices with respect to compensation or existing contractual obligations;

make any material amendment to any of its Constating Documents;

change its name, its fiscal year or its jurisdiction of formation or incorporation, as applicable, without first providing fifteen (15) Business Days notice to the Agent;

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

make any disbursements with respect to Indebtedness that is not Permitted Indebtedness;

make any material payments to shareholders (or members or partners), affiliates or executives other than, for avoidance of doubt, any Credit Party, other than commercially reasonable salaries, consulting fees and employment bonuses that are consistent with past company practices, without the prior written consent of the Agent;

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

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

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;

establish, participate in, or incur any additional obligation in respect of, a Plan;

incur any obligation to contribute to any Multiemployer Plan;

maintain, administer, contribute or have any liability in respect of any Canadian Pension Plan (including Canadian Defined Benefit Plan) or acquire an interest in any Person if such Person sponsors, maintains, administers or contributes to, or has any liability in respect of, any Canadian Pension Plan or Canadian Defined Benefit Plan; or

allow Equinox Exploration Holding Corp. to (i) engage in any business activities or conduct any operations, other than maintaining its corporate existence, (ii) own any assets, (iii) have any Subsidiaries, or (iv) have or incur any liabilities.

Reimbursement of Expenses

Agent May Perform Covenants

Events of Default

if the Borrower defaults in payment of any amount payable hereunder, and such default continues for a period of two (2) Business Days;

if the Borrower or any Guarantor defaults in observing or performing any covenant or condition of this Agreement or any other Facility Document on its part to be observed or performed (other than a covenant or condition whose breach or default in performance is specifically dealt with elsewhere in this Section 8.1) and, with respect to such covenants or conditions which are capable of rectification, if such default continues for a period of twenty (20) 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;

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 perfected Security Interest (subject only to Permitted Encumbrances) upon all the Secured Assets it purports to charge or encumber, in favour of the Agent;

any act of expropriation, nationalization or other similar event or circumstance affecting any of the Secured Assets that (in the reasonable opinion of the Agent) results in or could reasonably be expected to result in a Material Adverse Effect;

in connection with the Shootaring Canyon Mill Surety Bond, (i) the issuance of any notice of default deficiency, or termination, demand for payment, threat of litigation, suit, writ, judgment or any other form of notice claim or demand, that results in or could reasonably be expected to result in a Material Adverse Effect is issued, or (ii) failure to maintain the Shootaring Canyon Mill Surety Bond in good standing or to materially comply with the Credit Parties’ obligations to the Shootaring Surety in connection therewith;

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 (unless the same is being contested actively and diligently in good faith by appropriate and timely proceedings and is dismissed, vacated or permanently stayed within thirty (30) days), 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;

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;

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;

a resolution is passed for the winding-up, dissolution or liquidation of the Borrower or any Guarantor or any of the same occurs;

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;

the Borrower or any Guarantor defaults on any of its Indebtedness with a principal amount greater than [***], the effect of which is to accelerate such Indebtedness, or to cause such Indebtedness to be declared to be due and payable prior to its stated maturity;

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;

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 Agent);

any destruction or abandonment of any of the Projects or any material part of any Project which destruction or abandonment causes any material reduction in the valuation thereof or material delay of its development or the achievement of commercial production, other than the relinquishment or abandonment of a part of a Project to the extent required by Applicable Law;

one or more final judgments or decrees for the payment of money in excess of [***], are rendered against the Credit Parties or any of them by a court of competent jurisdiction, and the same is not paid in full when due;

any Credit Party or ERISA Affiliate shall fail to pay when due an amount or amounts aggregating in excess of [***] 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 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 [***]; 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 [***] 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 [***] (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);

a Canadian Pension Plan Event that has a Material Adverse Effect on a Credit Party; or

(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 any of the Projects or relevant part of any Project pending appeal, according to the terms of the Authorization as issued or (ii) the Credit Parties fail to preserve and pursue any such appeal; .

(i) the Effective Date under and as defined in the arrangement agreement dated October 1, 2024 between the Bridge Lender and the Borrower as it exists on October 1, 2024 (the “Arrangement Agreement”) has not occurred on or before February 28, 2025 or (ii) the Plan of Arrangement under the Arrangement Agreement has been consummated with amendments to the Arrangement Agreement or the Plan of Arrangement that are not approved by the Agent on behalf of the Lenders, unless such amendment could not reasonably be expected to be materially adverse to the interests of the Lenders; or

the Borrower or any Guarantor fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Iso Loan Document;

Acceleration on Event of Default

Waiver of Default

Enforcement by the Agent

the Agent may (in accordance with the instructions of the Lenders) proceed to enforce, and to instruct any other Person to enforce, the rights of the Agent and the Lenders 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 Agent and the Lenders proven in any bankruptcy, insolvency, winding-up or other judicial proceedings relating to the Borrower and the other Credit Parties; and

no such remedy for the enforcement of the rights of the Agent and the Lenders 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.

Set-Off

Agent Appointed Attorney

Remedies Cumulative

Appointment and Authorization of Agent

Interest Holders

Consultations with Counsel

Documents

Responsibility of Agent

Action by Agent

Notice of Events of Default

Responsibility Disclaimed

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;

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

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.

Indemnification

Credit Decisions

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

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.

Successor Agent

Delegation by Agent

Waivers and Amendments

Subject to Sections 9.13(b) and (c), any term, covenant or condition of any of the Facility Documents may only be amended with the prior consent of the Credit Parties party thereto and the Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Agent with the consent of the Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.

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:

increase the amount of theany Facility;

extend the Maturity Date;

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;

waive any conditions precedent;

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

permit any subordination of any of the Facility Indebtedness;

release or discharge any guarantee or, except as otherwise permitted pursuant to Section 9.21, other Security Documents, in whole or in part; or

alter the terms of this Section 9.13.

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.

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.

Delegation by Agent Conclusive and Binding

Adjustments among Lenders after Acceleration

The Lenders agree that, at any time after all indebtedness of the Borrower to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 8.2 or after the cancellation or termination of the Facility, they will at any time or from time to time upon the request of any Lender through the Agent purchase portions of the availments made available by the other Lenders which remain outstanding, and make any other adjustments which may be necessary or appropriate, in order that the amounts of the availments made available by the respective Lenders which remain outstanding, as adjusted pursuant to this Section 9.15, will be in the same proportions as their respective Pro Rata Shares thereof with respect to the Facility immediately prior to such acceleration, cancellation or termination.

The Lenders agree that, at any time after all Indebtedness of the Borrower to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 8.2 or after the cancellation or termination of the Facility, the amount of any payment made by the Credit Parties under this Agreement, and the amount of any proceeds of the exercise of any rights or remedies of the Lenders under the Facility Documents, which are to be applied against amounts owing hereunder as principal, will be so applied in a manner such that to the extent possible, the availments made available by the Lenders which remain outstanding, after giving effect to such application, will be in the same proportions as their respective Pro Rata Shares thereof with respect to the Facility immediately prior to the cancellation or termination thereof immediately prior to such acceleration, cancellation or termination.

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.

The Credit Parties agree to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to this Section 9.15.

Redistribution of Payment

Distribution of Notices

Other Security Not Permitted

Discharge of Security

Decision to Enforce Security

Enforcement

Application of Cash Proceeds to Realization

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 Lenders may approve so as to produce Cash Proceeds of Realization.

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 Agent and the Lenders shall be deemed to have the relative priorities which would result in the Cash Proceeds of Realization being applied and distributed, as follows:

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;

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;

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

the balance, if any, in accordance with Applicable Law.

Collective Action of Lenders

Survival

Notice to the Borrower

Notice to the Agent

Waiver of Notice

General Indemnity

the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and

the Agent and the Lenders 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.

Environmental Indemnity

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;

any Environmental Matter associated with the Project; or

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.

Action by Agent to Protect Interests

Currency Indemnity

Payments Free and Clear of Taxes

Any and all payments made and other consideration provided (including without limitation the Securities) by a Credit Party hereunder or under any other Facility Document (any such payment or other consideration being hereinafter referred to as a “Payment”) to or for the benefit of the Agent, any Lender, or any Tax-Related Person shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for, or on account of, any and all present or future Taxes, except to the extent such deduction or withholding is required by law or the administrative practice of any Governmental Authority. If the Credit Party shall be so required to deduct or withhold any Taxes from or in respect of any Payment made to or for the benefit of the Agent, any Lender or any Tax-Related Person, the Borrower shall:

promptly notify the Agent of such requirement;

if such Taxes are an Indemnified Tax, pay or provide to the Agent in addition to the Payment to which the Agent or such Lender is otherwise entitled, such additional amount (or consideration) as is necessary to ensure that the net amount (or consideration) actually received by the Agent or such Lender, as the case may be, and each of their Tax-Related Persons (free and clear of, and net of, any such Indemnified Tax, including the full amount of any Taxes required to be deducted or withheld from any additional amount (or consideration) paid or provided by the Credit Party under this Section 11.5, whether assessable against the Credit Party or the Lender) equals the full amount (or consideration) the Agent or such Lender, as the case may be, and each of their Tax-Related Persons would have received had no such deduction or withholding been required;

make such deduction or withholding;

pay to the relevant Governmental Authority in accordance with Applicable Law the full amount of Taxes required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Credit Party to the Agent or such Lender under this Section 11.5), within the time period required by Applicable Law; and

as promptly as reasonably practicable thereafter, forward to the Lender, an original official receipt (or a certified copy), or other documentation reasonably acceptable to the Agent and such Lender, evidencing such payment to such Governmental Authority.

In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or excise or property taxes, charges or levies of a similar nature, which arise from any Payment under, or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, the Facility Documents and the transactions contemplated hereby or thereby (any such amounts being hereinafter referred to as “Other Taxes”).

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:

remit to the Agent or such Lender the documentation referred to in Section 4.1; or

pay any Taxes or Other Taxes when due to the relevant Governmental Authority (including any Taxes imposed by any Governmental Authority on amounts payable under this Section 11.5);

Each Credit Party also hereby indemnifies and holds harmless the Agent, each Lender and each of their Tax-Related Persons, on an after-Taxes basis, for any additional taxes on net income that the Agent, each Lender and each of their Tax-Related Persons may be obliged to pay as a result of the receipt of amounts from the Borrower (or the Lender) under this Section 11.5.

Neither any Lender nor the Agent shall be under any obligation to arrange its tax affairs in any particular manner or be obliged to disclose any information regarding its tax affairs or computations to the Credit Parties or any other Person in connection with this Section 11.5.

If the Agent or any Lender or any Tax-Related Person determines in its sole discretion (exercised in good faith) that it has received a refund of Indemnified Taxes or Other Taxes for which a payment has been made by the Borrower under this Section 11.5 then the Agent or such Lender shall pay such amount (if any) to the Borrower (but not exceeding any payment made under this Section 11.5 giving rise to such refund), net of all out-of-pocket expenses of the Agent, such Lender or Tax-Related Persons, as the case may be, and other adjustments which the Agent, such Lender or Tax-Related Person, as the case may be, reasonably determines will leave it (after that payment) in the same after-tax position it would have been in had such Indemnified Taxes or Other Taxes not been deducted, withheld or otherwise imposed and the indemnification payments had never been paid. The Borrower, upon the request of the Agent or any Lender, agrees to repay to the Agent or such Lender any portion of such refund paid over to the Borrower that the Agent, such Lender or any of their Tax-Related Persons is required to repay or pay, respectively, to the applicable taxing authority or jurisdiction and agrees to pay any interest, penalties or other charges paid by the Agent or such Lender as a result of or related to such repayment or payment. Neither the Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or seek any other tax relief to which it may be entitled. Neither the Agent nor any Lender shall be obligated to disclose any information regarding its tax affairs or computations (including its tax returns) to the Borrower or any other Person in connection with this Section 11.5 or any other provisions of this Section 11.5.

To the extent of any conflict or inconsistency between this Section 11.5 and any provision of any other Facility Document, this Section 11.5 shall to the extent of such conflict or inconsistency override such other provision and prevail.

Each Credit Party’s and Lenders’ obligations under this Section 11.5 shall survive without limitation the termination of the Facility and this Agreement and all other Facility Documents and the permanent repayment of the outstanding credit and all other amounts payable hereunder. The Lenders shall cause all Tax-Related Persons to comply with this Section 11.5.

Change of Circumstances

If, with respect to any type of credit, the introduction or adoption of any law, regulation, guideline, request or directive (whether or not having the force of law) of any Governmental Authority, central bank or comparable agency (“Restraint”) or any change therein or in the application thereof to the Borrower or to any Lender or in the interpretation or administration thereof or any compliance by any Lender therewith:

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

shall impose or require any reserve, special deposit requirements or Taxes (other than (A) Indemnified Taxes or Other Taxes and (B) Connection Income 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.

Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to seek additional amounts from the Borrower pursuant to Section 11.6(a), it will use reasonable efforts to make, fund or maintain the affected credit of such Lender through another lending office or take such other actions as it deems appropriate, in its sole discretion, if as a result thereof the additional moneys which would otherwise be required to be paid in respect of such credit pursuant to Section 11.6(a), would be reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of such affected credit through such other lending office or the taking of such other actions would not otherwise adversely affect such credit or such Lender and would not, in such ▇▇▇▇▇▇’s sole discretion, be commercially unreasonable.

No Waiver; Remedies Cumulative

Survival

Benefits of Agreement

Binding Effect; Assignment

Maximum Return

In this Section, “interest” and “credit advanced” have the meanings ascribed to them in Section 347 of the Criminal Code (Canada), and “Canadian Maximum Rate” means the highest effective annual rate of interest calculated in accordance with generally accepted actuarial practices and principles, on the credit advanced under an agreement or arrangement, which is lawfully permitted under Section 347 of the Criminal Code (Canada);

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);

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; and

Any reduction of interest pursuant to paragraph (b) or paragraph (c) above will be made in the following order (in each case, only to the extent required): first, a reduction of the Facility Warrants and the 2025 Warrants; second, a reduction of the interest rate under Section 2.5(a); and third, a reduction of the Arrangement Fee Shares; and fourth, a reduction of the amounts to be paid on account of the Agents and the Lenders’ legal fees and other out-of-pocket expenses; and last, a reduction of any other amount(s) which constitute interest.

Entire Agreement

Severability

Counterparts and Facsimile

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Extract Capital

Master Fund Ltd.

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