TIMMINS GOLD CORP. as Borrower and THE LENDERS LISTED ON THE SIGNATURE PAGES as Lenders and SPROTT RESOURCE LENDING PARTNERSHIP as Administrative Agent

the amount of its participation in any outstanding Advances under that Credit Facility; and

in relation to any proposed Advance, the amount of its participation in any other Advances that are due to be made under that Credit Facility on or before the proposed date of such Advance.

that cash is repayable on demand;

repayment of that cash is not contingent on the prior discharge of any other Indebtedness of any Person whatsoever or on the satisfaction of any other condition;

there is no Lien over that cash except for the Security in favour of the Administrative Agent, for the benefit of the Finance Parties, pursuant to the Security Documents; and

the cash is freely and immediately available to be applied in repayment or prepayment of the Outstandings and all interest and other amounts that may be owing under this Agreement.

there is a report filed with any securities commission or securities regulatory authority in Canada, disclosing that any offeror (as the term “offeror” is defined in section 89(1) of the Securities Act for the purpose of section 102.1 of the Securities Act or any successor provision to either of the foregoing), other than the Borrower, has acquired beneficial ownership (within the meaning of the Securities Act) of, or the power to exercise control or direction over, or securities convertible into, any Voting Shares of the Borrower, that together with the offeror’s securities (as the term “offeror’s securities” is defined in section 89(1) of the Securities Act or any successor provision thereto 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; or

any Person or group of Persons shall succeed in having a sufficient number of its nominees elected as Directors such that such nominees, when added to any existing Director 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.

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of such Person; or

appoint or remove all, or the majority, of the directors or other equivalent officers of such Person; or

give directions with respect to the operating and financial policies of such Person with which the directors or other equivalent officers of such person are obliged to comply; and/or

the holding beneficially of more than 50% of the issued share capital of such Person.

in relation to an Original Lender, the amount designated as such opposite its name on the signature pages to the Original Credit Agreement and the amount of any other Facility A Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this Agreement,

in relation to an Original Lender, the amount designated as such opposite its name on the signature pages to the Original Credit Agreement and the amount of any other Facility B Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this Agreement,

any interest rate swap agreement, forward rate agreement, floor, cap or collar agreement, future or option, insurance or other similar agreement or arrangement, 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);

any currency swap agreement, cross-currency agreement, forward agreement, floor, cap or collar agreement, future or option, insurance or other similar agreement or arrangement, 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, 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;

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 Lien on any assets of such first-mentioned Person;

all obligations to repurchase, redeem or repay any shares of such Person prior to the Repayment 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).

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

any Lien or privilege imposed by law, such as builders’, mechanics’, materialman’s, carriers’, warehousemen’s and landlords’ liens and privileges in favour of employees; or any Lien or privilege arising out of judgments or awards with respect to which, at the time an appeal or proceedings for review is being prosecuted and with respect to which it has secured a stay of execution pending such appeal or proceedings for review for tax or labour proceedings; or any Lien for taxes, assessments in tax or labour proceedings that are directly related to such Person’s mining concessions and lots, unpaid wages related to labour proceedings 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; or any undetermined or inchoate Lien or privilege incidental to current operations that has not been filed pursuant to law or that relates to obligations not due or delinquent; or the deposit of cash or securities in connection with any Lien or privilege referred to in this paragraph (b);

any right reserved to or vested in any municipality or governmental or other public authority by the terms of any lease, licence, franchise, grant or permit held or acquired by such Person, or by any statutory provision, to terminate the lease, licence, franchise, grant 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;

any Lien created or assumed by such Person in favour of a public utility or Governmental Entity when required by the utility or Governmental Entity in connection with the operations of such Person;

any reservations, limitations, provisos and conditions expressed in original grants from any Governmental Entity;

any minor 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 such Person, 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 such Person;

any Lien securing the Indebtedness referred to in paragraph (a) of the definition of Permitted Indebtedness;

a share pledge granted by ▇▇▇▇▇ Mining over the shares of ▇▇▇▇▇▇ ▇▇▇▇▇ in favour of Zebra Holdings and Investments S.a.r.l. and Lorito Holdings S.a.r.l. as security for the Indebtedness referred to in paragraphs (d) and (e) of the definition of “Permitted Indebtedness”; and

a non-possessory pledge over the assets acquired with the proceeds of the Indebtedness referred to in paragraph (c) of the definition of “Permitted Indebtedness” pursuant to a non-possessory pledge agreement, dated on or about November, 2015, granted by ▇▇▇▇▇▇ ▇▇▇▇▇ in favour of Minas Pimeria (Goldcorp), a true copy of which non-possessory pledge agreement has been provided to the Administrative Agent prior to the date hereof.

Indebtedness incurred by the Borrower on account of credit card liabilities not exceeding at any time an aggregate amount of $20,000;

any Indebtedness owed by Molimentales to Timmins Mexico or the Borrower provided such Indebtedness is fully subordinated to the Facility Debt in form and substance satisfactory to the Administrative Agent;

Indebtedness in an amount not exceeding CAD$4,000,000 to Minas Pimeria (Goldcorp) on account of the unpaid portion of the purchase price for the process plant and select auxiliary equipment (previously used in the operation of Goldcorp’s El Sauzal Mine in Chihuahua, Mexico) acquired from Minas Pimeria (Goldcorp);

Indebtedness in an amount not exceeding CAD$1,333,333 to Zebra Holdings and Investments S.a.r.l.;

Indebtedness in an amount not exceeding CAD$666,667 to Lorito Holdings S.a.r.l.; and

Indebtedness not exceeding at any time in the aggregate $1,000,000.

All references to “CAD$” refer to the lawful currency of Canada. All references to “US$” refer to the lawful currency of the United States of America.

All references in the Credit Documents to dollars (other than in relation to any Advance, any Commitment or Total Commitment), unless otherwise specifically indicated, are expressed in Canadian currency. All references in the Credit Documents to the amount of any Advance, Commitment or Total Commitment, are expressed in United States of America currency.

The Advances, the Commitments and the Total Commitments shall be denominated in US$ such that all references in any Credit Document to any Advance, Commitment or Total Commitment shall be to the amounts thereof as expressed in US$. For the avoidance of doubt, as at the date hereof, the amounts of the Facility B Advances, Facility B Commitments and Total Facility B Commitments shall be the following: US$10,222,536.76.

Subject to Section 9.11, any conversion from any currency to any other currency shall be determined by the Administrative Agent and shall be calculated based on the Bank of Canada noon rate on the Business Day immediately preceding such determination.

“assets” includes present and future properties, revenues and rights of every description;

a Default being “continuing” means that such Default has not been waived or remedied and an Event of Default being “continuing” means that such Event of Default has not been waived;

a “Credit Document” or any other agreement or instrument is a reference to that Credit Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

“knowledge” of any Person shall be deemed to mean such knowledge after due and diligent inquiry; and

“repay” (or any derivative form thereof) shall, subject to any contrary indication, be construed to include “prepay” (as, as the case may be, the corresponding derivative form thereof).

Each Lender severally agrees, subject to the terms and conditions of this Agreement, to make the following facilities available to the Borrower:

a senior secured working capital term facility in an aggregate amount equal to the Total Facility A Commitments (“Facility A”); and

a senior secured term facility in an aggregate amount equal to the Total Facility B Commitments (“Facility B”).

Subject to the terms and conditions of this Agreement, each Lender agrees to make Advances rateably to the Borrower in accordance with its Commitment.

The Administrative Agent shall give each Lender prompt notice of (i) any Borrowing Notice received from the Borrower and of each Lender’s rateable portion of any Advance requested under such Borrowing Notice and (ii) any other notice received by it from the Borrower under the Agreement.

The Borrower shall use the proceeds of the Advances as follows:

all proceeds of any Advance under Facility A shall be applied:

as to $4,900,000 for working capital purposes; and

as to $100,000 for the payment of the Original Lenders’ structuring and other fees and expenses; and

all proceeds of any Advance under Facility B shall be applied:

first, to the repayment in full of the Notes; and

second, for working capital purposes;

None of the Finance Parties is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Commitments under each of Facility A and Facility B shall reduce to zero as follows:

in relation to Facility A, on the Facility A Closing Date; and

in relation to Facility B, on the Facility B Closing Date;

The Borrower shall repay (subject to Section 7.1) all of the Outstandings, together with all accrued interest and Fees and all other amounts payable in connection with the Credit Facility on the Repayment Date.

The Borrower shall, and shall ensure that each other Credit Party shall, first reduce the Commitments and, if no Commitments remain outstanding, prepay Advances in the following amounts and at the following times:

the amount of all Disposal Proceeds, immediately upon receipt;

the amount of all Insurance Proceeds, immediately upon receipt and provided that if any Excluded Insurance Proceeds cease, at any time, to constitute Excluded Insurance Proceeds, an amount equal to such Excluded Insurance Proceeds shall immediately be applied in prepayment of the Advances;

the amount of all proceeds of any Indebtedness incurred by any Credit Party, immediately upon receipt; and

the amount of all proceeds from the issuance of any securities by any Credit Party, immediately upon receipt.

Where Excluded Insurance Proceeds include amounts which are intended to be used for a specific purpose within a specified period (as set out in the definition of Excluded Insurance Proceeds), the Borrower shall ensure that those amounts are not used for any other purpose and, if requested to do so by the Administrative Agent, shall promptly deliver a certificate to the Administrative Agent at the time of application and at the end of such period confirming the amount (if any) which has been so applied within the requisite time periods provided for in the definition of Excluded Insurance Proceeds.

In the event that a Change of Control occurs, each of the Commitments shall immediately be reduced to zero and the Borrower shall immediately prepay all Advances, together with all accrued and unpaid interest, all Fees then due and payable (including, without limitation, the Prepayment Fee) and all other amounts which may then be due and payable under any other provision hereof.

The Credit Facility and the Commitments, if any, shall be permanently reduced by any and all amounts required to be prepaid pursuant to the provisions hereof. Each Lender’s Commitment, if any, shall be reduced by its rateable share of the Commitment.

Each payment and each cancellation under any Credit Facility pursuant to this Section 2.5 shall first reduce the Commitments (respectively), if any, across Facility A and Facility B rateably (and each Lender’s Commitment rateably) and then be used to prepay the Advances across Facility A and Facility B rateably.

Simultaneously with any cancellation and/or prepayment of Facility B under any provision of this Agreement, the Borrower shall pay to the Administrative Agent (for the account of the Lenders) an amount equal to the Prepayment Fee.

Subject to Section 2.6(3), the Borrower may, if it gives the Administrative Agent not less than 10 Business Days' prior notice, cancel the whole or any part of a Credit Facility. Any cancellation under this Section 2.6(1) shall permanently reduce the availability under the applicable Credit Facility and shall reduce the Commitments of the Lenders rateably under that Credit Facility.

Subject to Section 2.6(3), the Borrower may, at any time before the Repayment Date, if it gives the Administrative Agent not less than 10 Business Days' prior notice, prepay the whole or any part of any Advance under Facility B, together with all accrued and unpaid interest, all Fees then due and payable and all other amounts which may then be due and payable under any provision hereof, upon payment of the Prepayment Fee and provided such payment is made on the last Business Day of a calendar month.

Each payment and each cancellation under any Credit Facility pursuant to this Section 2.6 shall first reduce the Commitments (respectively), if any, across Facility A and Facility B as the Borrower may notify the Administrative Agent in writing or, failing which, rateably (and, in any event, each Lender’s Commitment rateably), and then be used to prepay the Advances across Facility A and Facility B as the Borrower may notify the Administrative Agent in writing or, failing which, rateably.

Any notice of cancellation or prepayment shall be irrevocable.

Unless otherwise expressly provided in this Agreement, the Borrower shall (i) make any payment required to be made by it to the Administrative Agent or the Lenders by depositing the amount of the payment not later than 10:00 a.m. (Toronto time) on the date the payment is due to an account designated by the Administrative Agent at least two Business Days prior to the date such payment is due, and (ii) provide to the Administrative Agent, three Business Days’ written notice of prepayment which shall be irrevocable and binding on the Borrower and shall specify (x) the date of prepayment, and (y) the amount of the Advances to be prepaid. The Borrower shall make each such payment in US$. The Administrative Agent shall distribute to each Lender, promptly upon receipt by the Administrative Agent of any payment, an amount equal to the amount then due to such Lender. Any amount received by the Administrative Agent for the account of the Lenders shall be held in trust for their benefit until distributed.

Unless otherwise expressly provided in this Agreement, the Administrative Agent shall make Advances and other payments to the Borrower under this Agreement by crediting the Borrower’s Account (or causing the Borrower’s Account to be credited) with the amount of the payment not later than 3:00 p.m. (Toronto time) on the date the payment is to be made.

Any prepayment under this Agreement shall be made together with payment of the applicable Prepayment Fee, all accrued and unpaid interest and any and all other amounts which may then be due and payable under any other provision hereof.

All computations of any interest or Fee shall be made by the Administrative Agent taking into account the actual number of days occurring in the period in relation to which such interest or Fee (as the case may be) accrues or is payable and on the basis of a year of 365 or 366 (as the case may be) days.

For purposes of the Interest Act (Canada), (i) whenever any interest or Fee under this Agreement is calculated using a rate based on a year of 366 or 365 (as the case may be) days, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 366 or 365 (as the case may be) days, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 365 or 366 (as the case may be), (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

the Guarantees;

the General Security Agreement;

the San Francisco Surface Mortgage;

the San Francisco Mining Concessions Mortgage;

the San Francisco Project Assets Pledge;

the Collateral Agency Agreement;

the ▇▇▇ ▇▇▇▇▇ Surface Mortgage;

the ▇▇▇ ▇▇▇▇▇ Pledge;

the Caballo ▇▇▇▇▇▇ Surface Mortgage;

the Caballo ▇▇▇▇▇▇ Pledge; and

such other Credit Documents and documents requested by the Administrative Agent.

“Adjusted VWAP” means, at any time, the VWAP less 10% of such VWAP at such time (expressed as a number); and

“VWAP” means, on any day, the volume weighted average price per Common Share on the Exchange for the ten trading days immediately preceding such day.

The Lenders severally agree, subject to the terms and conditions of this Agreement, to make a single Advance to the Borrower under each Credit Facility from time to time on any Business Day:

in relation to Facility A, on or prior to the Facility A Closing Date; and

in relation to Facility B, on or prior to the Facility B Closing Date.

Not more than one Advance shall be made or at any time be outstanding per Credit Facility.

The amount of any Advance must be:

in relation to Facility A, an amount not exceeding the Total Facility A Commitments; and

in relation to Facility B, an amount not exceeding the Total Facility B Commitments.

The Borrower shall pay interest on the unpaid principal amount of each Advance from the date of the Advance until the principal amount of the Advance is repaid in full, at the Interest Rate.

Interest on each Advance shall be calculated and payable in arrears:

on the last Business Day of each month;

when the Advance becomes due and payable in full; and

when the Advance is repaid.

no Default or Event of Default has occurred or is continuing or would arise immediately after giving effect to or as a result of such Advance;

such Advance will not violate any Applicable Law;

no order, judgment or decree of any court, arbitrator or Governmental Agency shall purport to enjoin or restrain the Lenders from making an Advance;

there is not pending or threatened, any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration by, against or affecting any Credit Party or any property of any Credit Party that has not been disclosed to the Administrative Agent by the Borrower in writing, and nothing has occurred and there has been no development in any such action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration that, in the opinion of the Administrative Agent, could reasonably be expected to have a Material Adverse Effect;

each of the representations and warranties of the Borrower contained in Article 5 and of the Credit Parties contained in any other Credit Document are true and correct on the date of the Borrowing Notice relating to such Advance and on the date of such Advance as if such representations and warranties were made on each such date;

there has not occurred any change of circumstance or event since the date hereof, nor has any Administrative Agent become aware of any facts not previously disclosed or known, which the Administrative Agent determines could have a Material Adverse Effect;

delivery of a certificate from a senior officer of each Credit Party in the form of Exhibit “D”: (i) attaching true copies of (A) the constating documents and by- laws including all amendments thereto, if any, (B) all resolutions of the board of directors or shareholders, as the case may be, approving the borrowing and other matters contemplated by this Agreement and the other Credit Documents to which it is a party and (C) a list of the officers and directors authorized to sign agreements together with their specimen signatures and (ii) certifying that all necessary permits and licenses relating to the operation of, and production at, the San Francisco Mine have been obtained and none have been rescinded, cancelled or otherwise terminated in any respect;

delivery of a certificate of status, compliance or like certificate with respect to each of the Credit Parties issued by the appropriate Governmental Entity of the jurisdiction of its incorporation and of each jurisdiction in which it owns any material assets or carries on any material business;

delivery of a solvency certificate from the chief financial officer of the Borrower in the form of Exhibit “C”;

each of the Credit Documents specified in Section 2.10 have been duly executed and delivered by each Credit Party thereto and is in full force and effect enforceable against such parties thereto in accordance with its respective terms;

evidence of registration or other perfection of the Security under the Security Documents in such jurisdictions as the Administrative Agent may require to ensure that such Security creates legal, valid, binding, enforceable and first- priority security interests in the assets to which such Security relates, enforceable against third parties, trustees in bankruptcy and similar officials;

delivery of all discharges, subordination agreements, waivers and confirmations as may be required to ensure that all obligations under the Credit Documents are secured by first priority Liens on the property and assets of each Credit Party with such exceptions as are permitted pursuant to this Agreement or any of the other Credit Documents;

delivery of favourable opinions of counsel to each Credit Party, in customary form and addressing customary matters, addressed to the Administrative Agent, the Lenders and Administrative Agent’s Counsel;

evidence showing the Administrative Agent (on behalf of the Finance Parties) as loss payee and additional insured on each Credit Party’s insurance policies;

all Fees and other amounts then payable under the Credit Documents and any and all reasonable costs, expenses and disbursements (including, without limitation, all legal fees and expenses) incurred by the Administrative Agent or any Lender in connection with the negotiation, preparation, execution and delivery of the Credit Documents and any due diligence or other matters relating to any of the transactions contemplated in any of the Credit Documents have been paid in full;

evidence of repayment in full of all the Notes and evidence that the Note Indenture, each of the Notes and all guarantees and all Liens (and all other documents, instruments, registrations, filings and similar evidence) relating thereto have been or will, simultaneously with such Advance, have been indefeasibly, fully and unconditionally terminated, discharged and released and none of the Credit Parties has any obligation or liability in relation thereto;

receipt of all Authorizations which the Administrative Agent may require, including, all approvals from the Exchange in relation to the transactions contemplated by this Agreement and/or the other Credit Documents;

the Borrower has issued 193,237 Common Shares to the Original Lender as duly paid and non assessable shares, as payment of the working capital facility bonus; and

the Borrower has issued 108,696 Common Shares to the Original Lender as duly paid and non assessable shares, as payment of the standby facility break fee.

The obligation of each Lender to make any Advance is subject to fulfilment of the following conditions at the time of any Borrowing Notice and the related Advance (in each case, in form and substance satisfactory to the Administrative Agent, acting reasonably):

if such Advance is under Facility A:

no Default or Event of Default has occurred or is continuing or would arise immediately after giving effect to or as a result of the Advance or Borrowing Notice;

the Advance will not violate any Applicable Law;

no order, judgment or decree of any court, arbitrator or Governmental Agency shall purport to enjoin or restrain the Lenders from making an Advance;

there is not pending or threatened, any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration by, against or affecting any Credit Party or any property of any Credit Party that has not been disclosed to the Administrative Agent by the Borrower in writing, and nothing has occurred and there has been no development in any such action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration that, in the opinion of the Administrative Agent, could reasonably be expected to have a Material Adverse Effect;

each of the representations and warranties of the Borrower contained in Article 5 and of the Credit Parties contained in any other Credit Document are true and correct on the date of the Borrowing Notice relating to such Advance and on the date of such Advance as if such representations and warranties were made on each such date;

each of the terms and conditions to such Advance contained in this Agreement shall have been fully complied with (including delivery to the Administrative Agent of a properly completed Borrowing Notice);

unless already delivered on the same day pursuant to Section 4.1, delivery of a solvency certificate from the chief financial officer of the Borrower in the form of Exhibit “C”;

unless already delivered on the same day pursuant to Section 4.1, delivery of a certificate of status, compliance or like certificate with respect to each Credit Party issued by the appropriate Governmental Entity of the jurisdiction of its incorporation and of each jurisdiction in which it owns any assets or carries on any business;

a promissory note in the form of Exhibit “E” has been duly executed and delivered by the Borrower in an amount equal to the amount of the Advance and is in full force and effect enforceable against the Borrower in accordance with its terms;

there has not occurred any change of circumstance or event since the date hereof, nor has the Administrative Agent or any Lender become aware of any facts not previously disclosed or known, which the Administrative Agent or any Lender reasonably determines could have a Material Adverse Effect; and

all Fees and other amounts then payable under the Credit Documents have been paid in full;

if such Advance is under Facility B:

no Default or Event of Default has occurred or is continuing or would arise immediately after giving effect to or as a result of the Advance or Borrowing Notice;

the Advance will not violate any Applicable Law;

no order, judgment or decree of any court, arbitrator or Governmental Agency shall purport to enjoin or restrain the Lenders from making an Advance;

there is not pending or threatened, any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration by, against or affecting any Credit Party or any property of any Credit Party that has not been disclosed to the Administrative Agent by the Borrower in writing, and nothing has occurred and there has been no development in any such action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration that, in the opinion of the Administrative Agent, could reasonably be expected to have a Material Adverse Effect;

each of the representations and warranties of the Borrower contained in Article 5 and of the Credit Parties contained in any other Credit Document are true and correct on the date of the Borrowing Notice relating to such Advance and on the date of such Advance as if such representations and warranties were made on each such date;

each of the terms and conditions to such Advance contained in this Agreement shall have been fully complied with (including delivery to the Administrative Agent of a properly completed Borrowing Notice);

unless already delivered on the same day pursuant to Section 4.1, delivery of a solvency certificate from the chief financial officer of the Borrower in the form of Exhibit “C”;

unless already delivered on the same day pursuant to Section 4.1, delivery of a certificate of status, compliance or like certificate with respect to each Credit Party issued by the appropriate Governmental Entity of the jurisdiction of its incorporation and of each jurisdiction in which it owns any assets or carries on any business;

a promissory note in the form of Exhibit “E” has been duly executed and delivered by the Borrower in an amount equal to the amount of the Advance and is in full force and effect enforceable against the Borrower in accordance with its terms;

there has not occurred any change of circumstance or event since the date of this Agreement, nor has the Administrative Agent or any Lender become aware of any facts not previously disclosed or known, which the Administrative Agent or any Lender reasonably determines could have a Material Adverse Effect; and

all Fees and other amounts then payable under the Credit Documents have been paid in full.

Each of the giving of any Borrowing Notice by the Borrower and the acceptance by the Borrower of any Advance shall be deemed to constitute a representation and warranty by the Borrower that, on the date of such Borrowing Notice or Advance, as the case may be, and after giving effect to it and to the application of any proceeds from it, the statements set forth in Section 4.1, Section 4.2(1)(a) and Section 4.2(1)(b) have been satisfied.

Incorporation, Qualification and Corporate Power. The Borrower and each Subsidiary has been duly incorporated and organized and is a valid and subsisting corporation under the laws of its jurisdiction of incorporation, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its property and assets, no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up.

Extra-provincial Registration. The Borrower and each Subsidiary is licensed, registered or qualified as an extra-provincial or foreign corporation 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 is carrying on the business thereof in material compliance with all Applicable Laws.

Conflict and Consents. None of the execution and delivery of any Credit Document, the compliance by the Borrower or any Subsidiary with the provisions of any Credit Document to which it is a party or the consummation of the transactions contemplated herein and therein, for the consideration and upon the terms and conditions as set forth herein and therein, do or will (i) require the consent, approval, authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except such as have been obtained; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Borrower or any Subsidiary is a party or by which any of them or any of their properties or assets thereof is bound, or (iii) conflict with or result in any breach or violation of any provisions of, or constitute a default under the articles or by-laws of the Borrower or any Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the Borrower or any Subsidiary, 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 the Borrower or any Subsidiary or any of the properties or assets thereof which could have a Material Adverse Effect.

Corporate Action, Governmental Approvals, etc. The Borrower and each of the Subsidiaries has full corporate power and authority to enter into each Credit Document to which it is a party and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereunder and the Borrower and each of the Subsidiaries has taken all necessary corporate action to authorize the creation, execution, delivery and performance of each Credit Document to which it is a party and to observe and perform their respective obligations in accordance with the provisions hereof and thereof.

Execution and Binding Obligation. Each Credit Document has been authorized, executed and delivered by the Borrower and/or each Subsidiary which is a party thereto and constitutes a valid and legally binding obligation enforceable against it in accordance with its terms.

Authorizations and Registrations. The Borrower and each of the Subsidiaries is in compliance with the requirements of all Authorizations and registrations it holds and there are no investigations or proceedings existing, pending or, to the Borrower's knowledge, after due enquiry, threatened which could result in the revocation, cancellation, suspension or any adverse modification of any of such Authorizations and registrations.

No Defaults. Neither the Borrower nor any of the Subsidiaries 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 the property or assets thereof 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 the Borrower or any of the Subsidiaries 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 could have a Material Adverse Effect.

Material Contracts. Neither the Borrower nor any Subsidiary is a party to or bound by any Material Contract other than as disclosed in Schedule 5.1(h).

Contracts and Actions. Neither the Borrower nor any of the Subsidiaries is in violation of any term of the articles or by-laws thereof. Neither the Borrower nor any of the Subsidiaries is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could, result in any Material Adverse Effect, and neither the Borrower nor any of the Subsidiaries is in default in the payment of any obligation owed which is now due and there is no action, suit, proceeding or investigation commenced, pending or, to the knowledge of the Borrower after due inquiry, threatened which, either in any case or in the aggregate, might result in any Material Adverse Effect or in any material liability on the part of the Borrower or any of the Subsidiaries or which places, or could place, in question the validity or enforceability of any Credit Document, or any document or instrument delivered, or to be delivered, by the Borrower or a Subsidiary pursuant hereto or thereto.

Property. Except as contemplated by this Agreement or as qualified in Schedule 5.1(j), the Borrower and the Subsidiaries are the beneficial owners of the properties, business and assets or the interests in the properties, business or assets referred to in their books and records, all agreements by which the Borrower or any of the Subsidiaries holds an interest in property, business or assets are in good standing according to their terms and the properties by which the Borrower or any of the Subsidiaries holds an interest are in good standing under Applicable Law, of the jurisdictions in which they are situated. None of the Borrower or any Subsidiary has approved, is contemplating, has entered into any agreement in respect of, or has any knowledge of: (i) the purchase of any property material to the Borrower or any Subsidiary or assets or any interest therein or the sale, transfer or other disposition of any property material to the Borrower or any Subsidiary or assets or any interest therein currently owned, directly or indirectly, by the Borrower or any Subsidiary whether by asset sale, transfer of shares or otherwise; or (ii) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Borrower or any Subsidiary or otherwise) of the Borrower or any Subsidiary.

Leased Properties. With respect to the Leased Properties, Molimentales occupies the Leased Properties and has the exclusive right to occupy and use the Leased Properties and each of the Leases is in good standing and in full force and effect.

Mining Title. Other than as set out in Schedule 5.1(l), applying customary standards in the Canadian mining industry, each of Molimentales and ▇▇▇▇▇▇ ▇▇▇▇▇ has sufficient title, clear of any title defect or encumbrance, to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources (other than property to which it is lessee, in which case it has a valid leasehold interest) and has good and sufficient title to the real property interests including, without limitation, fee simple estate of and in real property, leases, easements, rights of way, permits or licences from landowners or authorities permitting the use of land by Molimentales or ▇▇▇▇▇▇ ▇▇▇▇▇ (as the case may be) necessary to permit the operation of its business as presently owned and conducted. Each of Molimentales and ▇▇▇▇▇▇ ▇▇▇▇▇ (as the case may be) holds all mineral rights required to continue its business and operations as currently conducted and as proposed to be conducted as set forth in Schedule 5.1(l). All mineral rights held by Molimentales or ▇▇▇▇▇▇ ▇▇▇▇▇ (as the case may be) are free and clear of all Liens and royalty burdens, and none of such mineral rights are subject to reduction by reference to mine payout or otherwise except for those created in the ordinary course of business.

Work Orders. There are no outstanding work orders relating to any of the Subject Properties from or required by any Governmental Entity, nor does the Borrower or any Subsidiary have notice of any possible impending or future work order, that in either case, could reasonably be expected to have a Material Adverse Effect.

Expropriation. No part of any of the Subject Properties or the Buildings and Fixtures located on the Subject Properties has been taken or expropriated by any Governmental Entity, no written notice or proceeding in respect of an expropriation has been given or commenced nor is the Borrower aware of any intent or proposal to give any such notice or commence any proceedings, that in any case, could reasonably be expected to have a Material Adverse Effect.

Encroachments. The Buildings and Fixtures located at each of the Subject Properties are located entirely within such Subject Property and are in material conformity with set-back and coverage requirements of all applicable Governmental Entities. There are no encroachments upon any of the Subject Properties that could reasonably be expected to have a Material Adverse Effect.

Compliance with Laws. The Borrower and each Subsidiary has conducted and is conducting its business in compliance in all material respects with all Applicable Laws of each jurisdiction in which it carries on business and possesses all material Authorizations issued by the appropriate Governmental Entity necessary to carry on the business currently carried on by it, is in compliance in all material respects with the terms and conditions of all such Authorizations and with all Applicable Laws material to the operations, and neither the Borrower nor any of the Subsidiaries has received any notice of the modification, revocation or cancellation of, any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such Authorization, which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would materially and adversely affect the conduct of the business or operations of, or the assets, liabilities (contingent or otherwise), condition (financial or otherwise) or prospects of, the Borrower or any of the Subsidiaries.

Employment Matters. The Borrower and each Subsidiary is in compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where non- compliance with such laws could not reasonably be expected to have a Material Adverse Effect, and has not and is not engaged in any unfair labour practice. The execution of this Agreement and the consummation of the transactions contemplated in this Agreement will not trigger the rights of any employee of the Borrower or any of the Subsidiaries under the terms of any employment agreement, option agreement or option plan or any other compensation arrangement with the Borrower or any of the Subsidiaries, including but not limited to the right to terminate employment or exercise a “change of control” provision.

Taxes. All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Borrower and the Subsidiaries have been paid, except where the failure to pay such taxes would not constitute an adverse material fact in respect of the Borrower or have a Material Adverse Effect. Except as disclosed in Schedule 5.1(r), all tax returns, declarations, remittances and filings required to be filed by the Borrower and the Subsidiaries have been filed with all appropriate Governmental Entities 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 where such failure would not constitute an adverse material fact in respect of the Borrower or have a Material Adverse Effect. To the best of the knowledge of the Borrower, no examination of any tax return of the Borrower or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any Governmental Entity respecting any Taxes that have been paid, or may be payable, by the Borrower or any Subsidiary, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Borrower or have a Material Adverse Effect.

Environmental Compliance. (i) Neither the Borrower nor any of the Subsidiaries is in violation of any Environmental Laws, or the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials; (ii) the Borrower and each of the Subsidiaries have all Authorizations required under any applicable Environmental Laws and the Borrower and each of the Subsidiaries is in material compliance with such permits, authorizations and approvals; (iii) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Borrower or any of the Subsidiaries; and (iv) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private parry or governmental body or agency, against or affecting the Borrower or any of the Subsidiaries relating to any Environmental Laws.

Corporate Structure.

The only Subsidiaries of the Borrower are (i) Timmins Mexico, and the Borrower holds all outstanding shares in the capital of such Subsidiary other than one share held by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (ii) Molimentales, and Timmins Mexico holds all outstanding shares in the capital of such Subsidiary other than one share held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (iii) Newstrike, and the Borrower holds all outstanding shares in the capital of such Subsidiary; (iv) ▇▇▇▇▇ Mining, and Newstrike holds all outstanding shares in the capital of such Subsidiary and (v) ▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ Mining holds all outstanding shares in the capital of such Subsidiary other than one share held by Molimentales.

The Borrower is authorized to issue an unlimited number of common shares, of which 315,375,530 common shares are issued and outstanding as fully paid and non assessable shares and an unlimited number of convertible preference shares without par value of which none are currently outstanding.

No person, firm or company 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 the Borrower or any Subsidiary except for 10,000,000 warrants outstanding and 21,465,500 stock options outstanding under the Borrower’s stock option plan in effect.

Financial Statements. The financial statements of the Borrower furnished to the Administrative Agent and the Lender or filed with any securities commission, have all been prepared in accordance with IFRS and present fully, fairly and correctly in all material respects, the financial conditions of the Borrower as at the dates thereof and the results of the operations and the changes in the financial position of the Borrower for the periods then ended, and reflect accurately and adequately the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Borrower as of the date thereof, and no adverse material changes in the financial position of the Borrower have taken place since the date thereof.

Indebtedness. Neither the Borrower nor any Subsidiary has any Indebtedness save and except for Permitted Indebtedness. There exists no default (howsoever described) under any provision of any instrument evidencing any Indebtedness or of any agreement relating thereto.

Loans. Except as qualified in Schedule 5.1(w), the Borrower has not made any loans to or guaranteed the obligations of any Person.

No Litigation. There are no actions, suits, proceedings, inquiries or investigations existing, pending or, to the knowledge of the Borrower after due inquiry, threatened against or adversely affecting the Borrower or any of the Subsidiaries or to which any of the property or assets thereof is subject, at law or equity, or before or by any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality or other Governmental Entity, domestic or foreign, which may in any way have a Material Adverse Effect and neither the Borrower nor any of the Subsidiaries is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Entities, which, either separately or in the aggregate, may result in a Material Adverse Effect.

Insolvency. Neither the Borrower nor any of the Subsidiaries has committed an act of bankruptcy or is insolvent, proposed a compromise or arrangement to their respective creditors generally, had a petition or a receiving order in bankruptcy filed against any of them, made a voluntary assignment in bankruptcy, taken any proceedings with respect to a compromise or arrangement, taken any proceedings to have any of them declared bankrupt or wound-up, taken any proceedings to have a receiver appointed for any of their respective property or had any execution or distress become enforceable or become levied upon any of their respective property.

No Liabilities. Except as reflected or reserved against in the balance sheet of the September 30, 2015 financial statements of the Borrower, neither the Borrower nor any Subsidiary has any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) except for current liabilities incurred in the ordinary course since September 30, 2015 described in writing to each of the Finance Parties prior to the date of this Agreement.

Authorized Representatives. The only authorized representatives of each of Timmins Mexico, Molimentales and ▇▇▇▇▇▇ ▇▇▇▇▇ are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇.

Disclosure. All information relating to the business, assets, liabilities, properties, capitalization or financial condition of the Borrower or any of the Subsidiaries or any member thereof provided by the Borrower or any of its advisors to the Administrative Agent or the Lenders is true, accurate and complete in all material respects.

Auditors: The Borrower’s auditors are independent public accountants and have participant status with the Canadian Public Accountability Board as required under Applicable Securities Legislation and there has never been a reportable disagreement (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Borrower and the Borrower’s auditors.

Related Transactions. Other than as set out in Schedule 5.1(dd), to the best knowledge of the Borrower, none of the directors, officers or employees of the Borrower or any associate or affiliate of any of the foregoing had or has any material interest, direct or indirect, in any transaction or any proposed transaction with the Borrower or its Subsidiaries which, as the case may be, materially affects, is material to or will materially affect the Borrower.

Insurance. The assets of the Borrower and its subsidiaries and their business and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the Borrower has not failed to promptly give any notice of any material claim thereunder.

Property Agreements. Any and all of the agreements and other documents and instruments pursuant to which the Borrower or any of the Subsidiaries holds the property and assets thereof are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms and neither the Borrower nor any of the Subsidiaries is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged.

Technical Reports. The information including the mineral reserve, resource and other information set forth in the following reports (i) “NI 43-101 F1 Technical Report Updated Resources and Reserves and Mine Plan for the San Francisco Gold Mine, Sonora, Mexico” dated November 30, 2010, (ii) “Preliminary Economic Assessment Caballo ▇▇▇▇▇▇ Gold Heap ▇▇▇▇▇, Veracruz, Mexico” readdressed to the Borrower on January 28, 2015, with an effective date as of May 7, 2012, (iii) “NI 43-101 Technical Report - Caballo ▇▇▇▇▇▇ Project Resource Update at the La Paila Zone” dated February 10, 2012 (effective date February 7, 2012), (iv) “▇▇▇ ▇▇▇▇▇ Project Preliminary Economic Assessment” dated October 29, 2014 (effective date August 8, 2014) and (v) “Newstrike Capital Inc. ▇▇▇ ▇▇▇▇▇ Project Technical Report and Initial Resource Estimate” dated February 26, 2013, has been prepared in accordance with Canadian industry standards set forth in National Instrument 43-101 of the Canadian Securities Administrators, and the method of estimating the mineral reserves and resources has been verified to current industry standards and the information upon which the estimates of reserves and resources were based, was, at the time of delivery thereof, complete and accurate in all material respects and, to the best of the Borrower’s knowledge, there have been no material changes to such information since the date of delivery or preparation thereof except as disclosed in Schedule 5.1(gg).

Royalty Obligations. Other than as set out in Schedule 5.1(hh), there are no royalty obligations or any other rights to any Mine or any other properties of the Borrower or any of the Subsidiaries.

Intellectual Property. The Borrower and each of its Subsidiaries owns or has the right to use under license, sub-license or otherwise all material intellectual property used by the Borrower and its Subsidiaries in its business, including copyrights, industrial designs, trade marks, trade secrets, know how and proprietary rights, free and clear of any and all Liens.

Anti-Corruption Laws and Sanctions. Neither the Borrower, its Subsidiaries nor, to the best of the Borrower’s knowledge, any other Person associated with or acting on behalf of the Borrower or its Subsidiaries including, without limitation, any director, officer, agents or employee of the Borrower or the Subsidiaries, has, directly or indirectly, while acting on behalf of the Borrower or the Subsidiaries (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act, as amended, applicable Sanctions or similar legislation; or iv) made any other unlawful payment. Neither the Borrower, its Subsidiaries nor, to the best of the Borrower’s knowledge, any other Person associated with or acting on behalf of the Borrower or any of its Subsidiaries including, without limitation, any director, officer, agent or employee of the Borrower or the Subsidiaries, is a Sanctioned Person.

Money Laundering Laws. The operations of the Borrower and the Subsidiaries are and have been conducted at all times in compliance 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 agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Borrower or any of the Subsidiaries with respect to the Money Laundering Laws is pending, or to the best of the Borrower’s knowledge, threatened.

Comply with Continuous Disclosure Obligations. It shall timely file all documents that must be publicly filed or sent to its shareholders pursuant to Applicable Securities Legislation in the Provinces of Canada in which the Borrower is a “reporting issuer” (as such term is defined in such Applicable Securities Legislation) within the time prescribed by such Applicable Securities Legislation and make such documents available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) within such prescribed time period. In the event the Borrower is not at any time subject to Applicable Securities Legislation, the Borrower shall continue to provide to the Administrative Agent (with sufficient copies for each of the Lenders), (a) within 120 days after the end of each fiscal year, copies of its annual report and audited annual financial statements, and (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, interim financial statements which shall, at a minimum, contain such information required to be provided in quarterly reports by a “reporting issuer” (as such term is defined in such Applicable Securities Legislation) under the Applicable Securities Legislation in each of the Reporting Jurisdictions. Each of such reports will be prepared in accordance with disclosure requirements of Applicable Securities Legislation of such Reporting Jurisdictions and IFRS.

Notice of Litigation and Default. Notify the Administrative Agent in writing upon becoming aware of (i) any Default or Event of Default; (ii) any material suit, proceeding or governmental investigation pending or, to the Borrower’s knowledge, threatened or any notification of any challenge to the validity of any Authorization, relating to the Borrower, any of the Subsidiaries, any Mine or any of the Secured Assets and (iii) any force majeure event under any document relating to any Mine or any of the Secured Assets.

Corporate Existence. Except as herein otherwise expressly provided, maintain, and cause each of the Subsidiaries to at all times maintain, its corporate existence, obtain and maintain all Authorizations required or necessary in connection with their respective Businesses, each Mine and/or each of the Secured Assets and to carry on and conduct their respective Businesses in a reasonably proper and efficient manner.

Compliance with Laws, etc. Comply, and cause each of the Subsidiaries to comply, in all respects, with all Applicable Laws.

Maintenance of Properties. Maintain, and cause each Subsidiary to maintain, the Secured Assets in good condition in accordance with prudent industry standards.

Payment of Taxes and Claims. It will, and will ensure that each of the Subsidiaries will, pay and discharge or cause to be paid and discharged, promptly when due, all Taxes imposed upon it or any Subsidiary in respect of any of the Secured 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 Taxes if the amount, applicability or validity thereof shall concurrently be contested in good faith by appropriate proceedings diligently conducted.

Keeping of Books. It will, and will cause each of the Subsidiaries to, keep or cause to be kept proper books of account and make or cause to be made therein true and complete entries of all dealings and transactions in relation to their respective Businesses in accordance with IFRS, and at all reasonable times furnish or cause to be furnished to the Administrative Agent such information relating to their respective operations as the Administrative Agent may reasonably request and such books of account shall be open for inspection by the Administrative Agent upon reasonable request.

Rights of Inspection.

At any time after a Default or Event of Default, permit any employee, officer, agent or other representative of the Administrative Agent and/or any of the Lenders, at the expense of the Borrower, to examine and make copies of any abstracts from the records and books of account of the Borrower or any Subsidiary and to discuss any of the Affairs of the Borrower or any Subsidiary with any of its directors, officers, employees, agents, representatives or auditors. At any time and from time to time, to a maximum of one inspection per month (provided that such limit shall not apply after a Default or an Event of Default), upon request of the Administrative Agent, permit an independent technical engineer selected by the Administrative Agent, any employee, officer, agent or other representative of the Administrative Agent, at the expense of the Borrower, to inspect any Mine and the Business and discuss any of the Affairs of the Borrower or any Subsidiary with any of the personnel of the Borrower or any Subsidiary and third party contractors.

The Borrower shall, on a bi-weekly basis, on the first Business Day of each second week, inform the Administrative Agent of all its efforts to generate funds required to (re)pay all Outstandings on or before the Repayment Date, all in such detail as the Administrative Agent may reasonably require from time to time.

Maintenance of Insurance. It will, and will cause each of the Subsidiaries, to: (i) maintain policies of insurance with responsible carriers and in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such Subsidiary (as the case may be) operate, and add the Administrative Agent as loss payee and a named insured under the policies of Molimentales and any other Credit Party as the Administrative Agent may request in connection with the Secured Assets; and (ii) on an annual basis and/or at any other time, promptly at the request of the Administrative Agent, deliver to the Administrative Agent all certificates and reports prepared in connection with such insurance.

Authorizations. It will, and will ensure that each of the Subsidiaries will, obtain and maintain all required Authorizations for development and operation of, and production at, each Mine.

Perfection and Protection of Security. It will, and will ensure that each of the Subsidiaries will, 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, 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.

Security. It will, and will cause each of the Subsidiaries to, ensure that each of the Security Documents will at all times constitute valid and, upon registration in the appropriate registry, perfected first ranking security interest on all the Secured Assets (subject to Permitted Encumbrances), and will at all times take all actions necessary or reasonably requested to create, perfect and maintain the Security Interests granted pursuant to the Security as perfected first ranking security over the Secured Assets.

Further Assurances. It will, and will cause each of the Subsidiaries to, duly and punctually perform and carry out all of the covenants and acts or things to be done by it as provided in each Credit Document to which it is a party. Additionally, the Borrower shall, and shall ensure that each of its Subsidiaries shall, from time to time, as may be reasonably required by the Administrative Agent, 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.

Payment. It will duly and punctually pay or cause to be paid all amounts payable hereunder to each Finance Party, on the dates, at the places, in the currency and in the manner mentioned herein.

Share Ownership. It will at all times own, beneficially and of record, directly or indirectly, (i) 100% of the shares in Timmins Mexico (with the exception of one such share in Timmins Mexico which is held directly, beneficially and of record by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇); (ii) Timmins Mexico will at all times own, beneficially and of record, directly 100% of the shares in Molimentales (with the exception of one such share in Molimentales which is held directly, beneficially and of record by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇); (iii) 100% of the shares in Newstrike, (iv) Newstrike will at all times own, beneficially and of record, directly 100% of the shares in ▇▇▇▇▇ Mining and (v) ▇▇▇▇▇ Mining will at all times own, beneficially and of record, directly 100% of the shares in ▇▇▇▇▇▇ ▇▇▇▇▇ (with the exception of one such share which is held directly, beneficially and of record by Molimentales). In relation to each Subsidiary, there shall at all times only be one class of shares outstanding with all the rights and entitlements attaching to such shares being the same.

Private Issuer. In the event that the Borrower begins filing with the U.S. Securities and Exchange Commission as a Foreign Private Issuer, the Borrower will promptly deliver to the Administrative Agent a certificate of the Borrower certifying such “reporting issuer” status and other information as the Administrative Agent may require at such given time including the Central Index Key (as such term is defined in the Securities Exchange Act of 1934) that has been assigned for filing purposes.

Mines. It will, and will cause each of the Subsidiaries to, diligently and continuously proceed with the development of each Mine (other than the San Francisco Mine). The Borrower shall continue leaching operations at the San Francisco Mine in a manner consistent with the current leaching operations at the San Francisco Mine (as described to the Lenders) but shall not be required to continue mining operations at the San Francisco Mine.

Common Shares. It shall take all reasonable steps and actions as may be required to maintain the listing and posting for trading of the Common Shares on the Exchange and to maintain its status as a “reporting issuer”, or the equivalent thereof not in default of the requirements of the Applicable Securities Legislation of each of the Reporting Jurisdictions.

Information.

The Borrower shall provide the following information (in form and substance satisfactory to the Lenders, in their sole and absolute discretion) to the Lenders on every Tuesday of every week in respect of the immediately preceding week:

mining statistics (ore tonnes mined, ore grade mined, waste mined, contained ounces in mined ore);

processing statistics (ore processed, ounces produced, recovery);

commentary on where the gold produced is coming from (i.e. the source of the gold such as primary ore sent to pads, stockpiled ore under ▇▇▇▇▇, re-processing activity and similar matters);

sales statistics (ounces sold, price achieved);

San Francisco Mine cashflows (revenues, payments, expenditures, accounts receivable, accounts payable and similar matters);

inventories;

cash balances (unrestricted and restricted reported separately); and

other cashflows (financing payments, mill disassembly and transportation, Caballo ▇▇▇▇▇▇ expenditures, ▇▇▇ ▇▇▇▇▇ expenditures).

On or prior to the 15^th day of each month, the Borrower shall provide to the Administrative Agent (in each case, in form and substance satisfactory to the Lenders, in their sole and absolute discretion) (A) an up-to-date three-month mine plan and cash flow forecast in relation to the San Francisco Mine and (B) a list of aged payables and receivables as at the last day of the immediately preceding month.

The Borrower shall provide to the Administrative Agent a true and complete copy of the agenda and all materials and other information provided to the Directors in connection with any meeting of the Borrower's board of Directors (in person or by telephone conference) at the same time as such agenda, materials and other information are distributed to the Directors. Within 24 hours of each meeting of the Borrower's board of Directors (in person or by telephone conference), the Borrower shall provide to the Administrative Agent an accurate summary of the decisions taken at such meeting.

The Borrower shall ensure that on each Business Day the Administrative Agent has access to all financial, land, technical, environmental, health, safety and any other executive employees the Administrative Agent may require (all on terms and conditions satisfactory to the Lenders).

Debt. Directly or indirectly issue, incur, assume or otherwise become liable for or in respect of any Indebtedness except for Permitted Indebtedness.

Liens. Directly or indirectly create, incur, assume, permit or suffer to exist any Lien against any assets, including, without limitation, any of the Secured Assets, other than Permitted Encumbrances.

Dissolution, Etc. Enter into or become party or subject to any dissolution, winding-up, reorganization, or similar transaction or proceeding.

Disposal of Assets Generally. Dispose of any of the Secured Assets, except that it may dispose of any used or surplus equipment, vehicles and other assets which are Secured Assets in the ordinary course of business and on arm’s length terms provided that the fair market value of such equipment, vehicles and/or other assets, when aggregated with the fair market value of all other assets disposed of since the date of this Agreement does not exceed $250,000 in aggregate.

Payments. Make any prepayment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness, other than any payment of Indebtedness by Molimentales to the Borrower in order to make payments on the Facility Debt.

Payments re Affiliates. 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 or any Subsidiary (each, an “Affiliate Transaction”) other than:

an Affiliate Transaction that, based on a Certificate of the Borrower to that effect, is 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 made by a Subsidiary to the Borrower;

the advance by the Borrower of all the proceeds of Facility A to Molimentales and any payment by Molimentales to the Borrower for the sole purpose of the Borrower making payments required under this Agreement;

the making of any loan or advance by Timmins Mexico or the Borrower to Molimentales which is fully subordinated to the Facility Debt in form and substance satisfactory to the Administrative Agent; or

the purchase of shares in Molimentales by the Borrower or Timmins Mexico or the purchase of shares in Timmins Mexico by the Borrower.

Share Capital. Issue any securities (other than options, warrants and preference shares provided they are not convertible into Indebtedness) other than (i) to the Borrower or to a Credit Party or (ii) Common Shares in the Borrower.

Distributions. Other than for the purposes of satisfying the Facility Debt, declare or pay any dividends or make any other Distributions.

Financial Assistance. Provide any Financial Assistance to any Person.

For the purposes of this Section 6.2(i), “Financial Assistance” means any advances, loans or other extensions of credit to any Person.

Redemption. Purchase, redeem, retire or otherwise acquire for cash any securities (equity or other) of the Borrower or any Subsidiary.

Subsidiaries and Acquisitions. Save and except for the Subsidiaries in existence as of the date hereof, directly or indirectly, acquire any Person or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) of any Person or incorporate any Person.

Constating Documents. Amend any of its constating documents if such amendment is or could reasonably be expected to be prejudicial to any of the Finance Parties.

Change in Business. Engage in the conduct of any business other than the Business as existing on the date hereof or in businesses reasonably related thereto on a basis consistent with the conduct of the Business as conducted on the date hereof.

Sale-Leaseback. Enter into any sale leaseback, synthetic lease or similar transaction involving any of its assets.

Other Payments. No Credit Party shall make any payment to any Person in an amount exceeding CAD$50,000 in aggregate, except with the prior written consent of the Administrative Agent, other than any payment to the Administrative Agent on account of the Facility Debt outstanding under this Agreement.

Minimum Cash and Cash Equivalents. The sum of Cash and Cash Equivalents shall at all times be more than US$1,000,000.

Working Capital. The amount of Current Liabilities less the amount of Current Assets shall not at any time be greater than US$2,500,000.

Testing. By not later than the 2^nd Business Day of each week, the Borrower shall provide to the Administrative Agent a certificate of the Chief Financial Officer of the Borrower containing a confirmation/certification (accompanied by sufficient evidence and supporting calculations) showing compliance with paragraph 6.3(a) above as of the last day of the previous week, all in form and substance satisfactory to the Administrative Agent. By not later than the 20^th day following the end of each month, the Borrower shall provide to the Administrative Agent a certificate of the Chief Financial Officer of the Borrower containing the detailed computations (accompanied by sufficient supporting data and calculations) showing compliance with the conditions described in paragraph 6.3(b) above as at the last day of such month, all in form and substance satisfactory to the Administrative Agent.

Non-Payment. The Borrower fails to pay any amount of the Outstandings, any interest or any Fees when such amount, interest or Fees become due and payable;

Misrepresentation. Any representation or warranty or certification made or deemed to be made by the Borrower or any Subsidiary in any Credit Document shall prove to have been 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 ten (10) days from the date the Borrower or such Subsidiary becomes aware of such incorrect or misleading representation, warranty or certification;

Breach of Negative Covenants. The Borrower or any Subsidiary fails to perform, observe or comply with any of the covenants or conditions contained in Section 6.2 or Section 6.3 of this Agreement;

Breach of Other Covenants. The Borrower or any Subsidiary fails to perform, observe or comply with any covenants or conditions contained in any Credit Document (other than the covenants and conditions contained in Section 6.2 or Section 6.3 hereof) and, with respect to such covenants or conditions which are capable of rectification, if such failure continues for a period of fourteen (14) days after notice in writing has been given to the Borrower specifying such failure and requiring the Borrower or the Subsidiary to rectify the same;

Cross-Default. The Borrower or any Subsidiary fails to pay the principal of, premium, if any, interest on, or any other amount owing in respect of any of its Indebtedness or obligation which is outstanding in an aggregate principal amount exceeding $1,000,000 (or the equivalent amount in any other currency) when such amount becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness or obligation; or any other event occurs or condition exists and continues after the applicable grace period, if any, specified in any agreement or instrument relating to any such Indebtedness or obligation, if its effect is to accelerate or permit the acceleration of, such Indebtedness or obligation; or any such Indebtedness or obligation shall be, or may be, declared to be due and payable prior to its stated maturity;

Judgments. A final judgment or decree for the payment of money in excess of $1,000,000, individually or $2,000,000 on a cumulative basis, is rendered against the Borrower and/or any Subsidiary by a court having jurisdiction and within a period of fourteen (14) days thereafter such judgment or decree shall not have been and remain satisfied, vacated or discharged or stayed pending appeal within the applicable appeal period;

Insolvency. The Borrower or any Subsidiary (i) becomes insolvent or generally not able to pay its debts as they become due, (ii) admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors, (iii) institutes or has instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y) liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any Applicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan of compromise or arrangement or other corporate proceeding involving or affecting its creditors, or (z) the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any part of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of 14 days, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties and assets) occurs, or (iv) takes any corporate action to authorize any of the above actions;

Guarantee/Security Imperilled. Any one or more of the Security Documents ceases to be in full force and effect or to constitute a valid and perfected first- priority Lien upon all the Secured Assets it purports to charge or encumber, in favour of any Finance Party;

Material Adverse Effect. The occurrence of any Material Adverse Effect; or

Credit Documents. If this Agreement or any other Credit Document shall for any reason, or is claimed by the Borrower or any Subsidiary to, cease in whole or in any part to be a legal, valid, binding and enforceable obligation of the Borrower or the applicable Subsidiary;

Upon a declaration that the Outstandings are immediately due and payable pursuant to Section 7.1, the Administrative Agent shall at the request of, or may with the consent of, any Lender, commence such legal action or proceedings as such Lender or Lenders, as applicable, in its or their sole discretion, deem expedient, including, the commencement of enforcement proceedings under the Credit Documents all without any additional notice, presentation, demand, protest, notice of dishonour, entering into of possession of any property or assets, or any other action or notice, all of which are expressly waived by the Borrower.

The rights and remedies of the Administrative Agent and the Lenders under the Credit Documents are cumulative and are in addition to, and not in substitution for, any other rights or remedies. Nothing contained in the Credit Documents with respect to the indebtedness or liability of the Borrower to the Administrative Agent and the Lenders, nor any act or omission of the Administrative Agent or the Lenders with respect to the Credit Documents or the Security shall in any way prejudice or affect the rights, remedies and powers of the Administrative Agent and the Lenders under the Credit Documents and the Security.

Each Finance Party irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to it by the terms of this Agreement and to hold the Security, together with all powers reasonably incidental thereto. As to any matters not expressly provided for by this Agreement, the Administrative Agent shall act or refrain from acting (and shall be fully protected in so doing) upon the instructions of the Majority Lenders which instructions shall be binding upon all Lenders. The Administrative Agent shall not be required to take any action which (i) would expose it to personal liability, (ii) is contrary to this Agreement or any Applicable Law, (iii) would require it to become registered to do business in any jurisdiction or (iv) would subject it to taxation.

The Administrative Agent shall have no duties or obligations other than as set out in this Agreement and there shall not be construed against the Administrative Agent any implied duties (including fiduciary duties), obligations or covenants. The Administrative Agent may execute or perform, and may delegate the execution and performance of, any of its powers, rights, discretions and duties under the Credit Documents through or to any Persons designated by it. References in any Credit Document to the Administrative Agent shall include references to any such Persons.

The Administrative Agent is not obliged to (i) take or refrain from taking any action or exercise or refrain from exercising any right or discretion under the Credit Documents, or (ii) incur or subject itself to any cost in connection with the Credit Documents, unless it is first specifically indemnified or furnished with security by the Lenders, in form and substance satisfactory to it (which may include further agreements of indemnity or the deposit of funds).

The Administrative Agent shall promptly deliver to each Lender any notices, reports or other communications contemplated in this Agreement which are intended for the benefit of the Lenders.

The Security shall be held by the Administrative Agent or any Person designated by the Administrative Agent for the rateable benefit of the Finance Parties in accordance with its terms and, except as otherwise expressly provided herein, any proceeds from any realization of the Security shall be applied to the Outstandings to each Lender rateably (whether such Security is held in the name of the Administrative Agent, any other Person or in the name of any one or more of the Lenders and without regard to any priority to which the Lender may otherwise be entitled under Applicable Law).

Each Lender agrees with the other Lenders that it will not, without the prior consent of the other Lenders, take or obtain any Lien on any properties or assets of any Credit Party to secure the obligations of the Borrower under this Agreement, except for the benefit of all Lenders or as may otherwise be required by Applicable Law.

If a Lender obtains any payment (whether voluntary, involuntary or through the exercise of any right of set off or realization of Security) on account of Advances made by it (other than amounts paid pursuant to Section 8.6) in excess of its rateable share of payments obtained by all the Lenders, the Lender shall account to and pay over to the other Lenders their rateable share and shall, upon request, immediately purchase from the other Lenders such participations in the Advances made by the other Lenders as shall be necessary to cause the purchasing Lender to share the excess payment rateably with the other Lenders. If all or any portion of the excess payment is recovered from the purchasing Lender, the purchase price shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of the recovery together with an amount equal to the Lender’s rateable share (according to the proportion that the amount the Lender’s required repayment bears to the total amount recovered from the purchasing Lender) of any interest or other amount paid by the purchasing Lender in respect of the total amount recovered. The Lender purchasing a participation from another Lender pursuant to this Section 8.4 may, to the fullest extent permitted by Applicable Law, exercise all its rights of payment (including any right of set off) with respect to such participation as fully as if the Lender were a direct creditor of the Borrower in the amount of the participation and the Borrower expressly acknowledges the creation of such right.

Subject to Section 9.1(2), no amendment or waiver of any provision of any of the Credit Documents, nor consent to any departure by any Credit Party or any other Person from any such provision, is effective unless in writing and approved by the Majority Lenders. Any amendment, waiver or consent is effective only in the specific instance and for the specific purpose for which it was given.

Only written amendments, waivers or consents signed by each affected Lender shall (i) increase such Lender’s Commitment, (ii) reduce the principal or amount of, or interest on, any Outstanding or any Fees payable to such Lender, or (iii) postpone any date fixed for any payment to such Lender of principal of, or interest on, any Outstandings or any Fees. The consent of all Lenders will be required to (i) change (y) the percentage of the Commitments, or (z) the number or percentage of Lenders required for the Lenders, or any of them, or the Administrative Agent, to take any action, (ii) permit any termination of any of the Security Documents, (iii) change the definition of Majority Lenders, or (iv) amend this Section 9.1(2).

Only written amendments, waivers or consents signed by the Administrative Agent in addition to the Majority Lenders, shall affect the rights or duties of the Administrative Agent under the Credit Documents.

No failure on the part of a Lender or the Administrative Agent to exercise, and no delay in exercising, any right under any of the Credit Documents shall operate as a waiver of such right; nor shall any single or partial exercise of any right under any of the Credit Documents preclude any other or further exercise of such right or the exercise of any other right.

Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties shall not merge on any, and shall survive each, Advance and, notwithstanding any such Advance or any investigation made by or on behalf of any Party, shall continue in full force and effect. The closing of this transaction shall not prejudice any right of one Party against any other Party in respect of anything done or omitted under this Agreement or in respect of any right to damages or other remedies.

The indebtedness of the Borrower resulting from Advances shall be evidenced by the records of the Lenders (or the Administrative Agent acting on behalf of the Lenders) which shall constitute prima facie evidence of such indebtedness absent manifest error, provided however that the Lender or the Administrative Agent shall covenant to keep accurate books and records of such indebtedness.

Prior to the receipt of any Borrowing Notice, the Administrative Agent may act on the basis of a notice by telephone (containing the same information as would be contained in the Borrowing Notice) believed by it to be from an authorized person representing the Borrower. In the event of a conflict between the Administrative Agent’s record of any Advance and the Borrowing Notice, the Administrative Agent’s record shall prevail, absent manifest error.

to the Borrower at:

to the Administrative Agent or the Lenders at:

The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent and each of their respective officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, (iii) the exercise of the rights, powers and/or duties of the Administrative Agent and/or the Lenders with respect to the administration of the Credit Facility, the Credit Documents or any transaction contemplated under the Credit Documents, (iv) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (v) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with its interest in any Security, whether or not such proceedings are directly related to the enforcement of any Credit Document, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or any of the properties now or previously used by the Credit Parties, or the breach by or non- compliance with any Environmental Law by any mortgagor, owner or lessee of such properties.

If, with respect to any Finance Party, (i) any change in any law, rule, regulation, judgment or order of general application, or any change in the interpretation or application of such law, rule, regulation, judgment or order, occurring or becoming effective after this date, or (ii) compliance by such Finance Party with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after the date, has the effect of causing any loss to such Finance Party or reducing such Finance Party’s rate of return by (w) increasing the cost to such Finance Party of performing its obligations under this Agreement or in respect of any Outstandings (including the costs of maintaining any capital, reserve or special deposit requirements but other than a reduction resulting from a higher rate or from a change in the calculation of income or capital tax relating to such Finance Party’s income or capital in general), (x) requiring such Finance Party to maintain or allocate any capital or additional capital or affecting its allocation of capital in respect of its obligations under this Agreement or in respect of any Outstandings, (y) reducing any amount payable to such Finance Party under this Agreement or in respect of any Outstandings, (z) causing such Finance Party to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Finance Party under this Agreement or in respect of any Outstanding, then such Finance Party may give notice to the Borrower specifying the nature of the event giving rise to the loss and the Borrower may either, (i) on demand, pay such amounts as such Finance Party specifies is necessary to compensate it for any such loss or (ii) if such Finance Party is a Lender and provided no loss has yet been suffered by such Finance Party or the Borrower has paid the compensating amount to such Finance Party, repay the Outstandings and terminate such Lender’s Commitments. A certificate as to the amount of any such loss submitted in good faith by such Finance Party to the Borrower shall be conclusive and binding for all purposes, absent manifest error.

The Borrower shall pay to each Finance Party on demand any amounts required to compensate such Finance Party for any loss suffered or incurred by it as a result of the failure of the Borrower to effect an Advance in the manner and at the time specified in any Borrowing Notice, or the failure of the Borrower to make a payment or a mandatory repayment in the manner and at the time specified in this Agreement. A certificate as to the amount of any loss submitted in good faith by a Finance Party to the Borrower shall be conclusive and binding for all purposes, absent manifest error.

The provisions of this Section 9.5 shall survive the termination of this Agreement and the repayment of all Outstandings. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Finance Party or any other Indemnified Person in respect of such Person’s losses for the legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counsel.

All payments to the Lenders by any Credit Party under any of the Credit Documents shall be made free and clear of and without deduction or withholding for any and all Taxes imposed by Canada, Mexico or any other relevant jurisdiction (which for greater certainty does not include a jurisdiction in which Taxes are imposed because of an action of a Finance Party) or any political subdivision or taxing authority of it, unless such Taxes are required by Applicable Law to be deducted or withheld. If any Credit Party shall be required by Applicable Law to deduct or withhold any such Taxes from or in respect of any amount payable under any of the Credit Documents (i) the amount payable shall be increased (and for greater certainty, in the case of interest, the amount of interest shall be increased) as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to any additional amounts paid under this Section 9.6(1)), the Lenders receive an amount equal to the amount they would have received if no such deduction or withholding had been made, (ii) such Credit Party shall make such deductions or withholdings, and (iii) such Credit Party shall immediately pay the full amount deducted or withheld to the relevant Governmental Entity in accordance with Applicable Law.

The Borrower agrees to immediately pay any present or future stamp or documentary taxes or any other excise or property taxes, charges, financial institutions duties, debits taxes or similar levies (all such taxes, charges, duties and levies being referred to as “Other Taxes”) which arise from any payment made by any Credit Party under any of the Credit Documents or from the execution, delivery or registration of, or otherwise with respect to, any of the Credit Documents.

The Borrower shall indemnify the Lenders and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable by the Borrower under this Section 9.6) imposed by Canada, Mexico or any other relevant jurisdiction (which for greater certainty does not include a jurisdiction in which Taxes or Other Taxes are imposed because of an action of a Finance Party) that is paid or incurred by the Lenders or the Administrative Agent and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes or Other Taxes, whether or not they were correctly or legally asserted; provided that each Finance Party agrees to promptly repay to the Borrower any amount paid by the Borrower to such Finance Party for Taxes or Other Taxes that are ultimately determined (without any right to appeal) to be incorrectly or not legally assessed. The Borrower will not be required to indemnify a Finance Party for:

any Taxes or Other Taxes imposed by reason of such Finance Party being connected with Canada, Mexico or any other relevant jurisdiction otherwise than merely by lending money to the Borrower pursuant to this Agreement; or

any Taxes or Other Taxes to the extent such Taxes or Other Taxes are imposed on or calculated by reference to the net income (excluding any amounts deemed to be included in such Finance Party’s income by virtue of a payment under this Agreement that is not actually received by that Finance Party) of such Finance Party.

The Borrower shall furnish to the Administrative Agent and the Lenders the original or a certified copy of each receipt evidencing payment of Taxes or Other Taxes made by the Borrower within 10 days after the date of any payment of such Taxes or Other Taxes.

If any Lender is, in its sole opinion, entitled to claim a refund or able to apply for or otherwise take advantage of any tax credit, tax deduction or similar benefit by reason of any withholding or deduction made by the Borrower in respect of a payment made by it under this Agreement, which payment shall have been increased pursuant to Section 9.6(1), then such Lender will use reasonable effort to obtain the refund, credit, deduction or benefit and upon credit or receipt of it will pay to the Borrower, the amount (if any) not exceeding the increased amount paid by the Borrower, as equals the net after-tax value to such Lender of that part of the refund, credit, deduction or benefit as it considers is allocable to such withholding or deduction having regard to all of its dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Nothing contained in this Section 9.6(5) shall interfere with the right of any Finance Party to arrange its tax affairs in whatever manner it deems fit (in its sole and absolute discretion) and in particular, no Finance Party shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of any deduction or withholding in priority to any other relief, claims, credits or deductions available to it and no Finance Party shall be obligated to disclose to the Borrower any information regarding its tax affairs, tax computations or otherwise.

The provisions of this Section 9.6 shall survive the termination of the Agreement and the repayment of all Outstandings.

This Agreement shall become effective when executed by the Borrower, the Administrative Agent and each Lender and after that time shall be binding upon and enure to the benefit of the Borrower, the Lenders and the Administrative Agent and their respective successors and permitted assigns.

The Borrower shall not have the right to assign and/or transfer any of its rights or obligations under any of the Credit Documents without the prior consent of all the Finance Parties, which consent may be unreasonably withheld.

Without the prior written consent of the Borrower, each Lender may grant participations in all or any part of its interest in the Credit Facility to one or more Persons (each a “Participant”). At any time, any Lender may assign and/or transfer all or any part of its rights and/or obligations under the Credit Facility and/or any of the Credit Documents to one or more Persons (each an “Assignee/Transferee”) without the consent of the Borrower. Any Lender granting a participation shall, unless otherwise expressly provided in this Agreement, act on behalf of all of its Participants in all dealings with the Borrower in respect of the Credit Facility and no Participant shall have any voting or consent rights with respect to any matter requiring such Lender’s consent. In the case of an assignment or transfer, the Assignee/Transferee shall have the same rights and benefits and be subject to the same limitations under the Credit Documents as it would have if it was a Lender.

The Borrower shall provide such certificates, acknowledgments and further assurances in respect of this Agreement and the Credit Facility as any Lender may reasonably require in connection with any participation, assignment or transfer pursuant to this Section 9.7.

In the case of an assignment or transfer, the assigning or transferring Lender and the Borrower shall be released from their respective obligations under this Agreement (to the extent of such assignment or transfer) and shall have no liability or obligations to each other to such extent, except in respect of matters arising prior to the assignment or transfer.

Any assignment, transfer or grant of participation pursuant to this Section 9.7 will not constitute a repayment by the Borrower to the assigning, transferring or granting Lender of any Advance, nor a new Advance to the Borrower by the Lender or by the Assignee/Transferee or Participant, as the case may be, and the parties acknowledge that the Borrower’s obligations with respect to any such Advances will continue and will not constitute new obligations.

Unless the Agent otherwise agrees and excluding an assignment or transfer to an Affiliate of a Lender, an Assignee/Transferee shall, on the date upon which the relevant assignment or transfer takes effect, pay to the Administrative Agent (for its own account) a fee of $5,000.

The parties agree that, as at the date hereof, Goldcorp has become a party to the Original Credit Agreement as a Lender. For the avoidance of doubt, and as the Borrower has previously repaid Facility A and all outstanding Fees in respect thereof, the participation of each Lender in the outstanding Facility Debt shall be US$5,111,268.38. The parties hereto confirm that (i) all Facility A Commitments have been cancelled and (ii) none of the Facility Debt that is outstanding under this Agreement relates to Facility A.

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due to a Lender in any currency (the “Original Currency”) into another currency (the “Other Currency”), the Parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, such Lender could purchase the Original Currency with the Other Currency on the Business Day preceding the day on which final judgment is given or, if permitted by Applicable Law, on the day on which the judgment is paid or satisfied.

The obligations of the Borrower in respect of any sum due in the Original Currency from it to any Lender under any of the Credit Documents shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender of any sum adjudged to be so due in the Other Currency, such Lender may, in accordance with normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to such Lender in the Original Currency, the Borrower agrees, as a separate obligation and notwithstanding the judgment, to indemnify such Lender, against any loss, and, if the amount of the Original Currency so purchased exceeds the sum originally due to such Lender in the Original Currency, such Lender shall remit such excess to the Borrower.

Any matter in dispute hereunder will be determined by a single arbitrator to be appointed by the Parties.

Any Party may refer any such matter to arbitration by notice to the other Party and, within 10 Business Days after receipt of such notice, the Parties will agree on the appointment of an arbitrator. No person will be appointed as an arbitrator hereunder unless such person agrees in writing to act.

If the Parties cannot agree on a single arbitrator as provided in Section 9.13 or if the person appointed is unwilling or unable to act, either Party may submit the matter to arbitration before a single arbitrator in accordance with rules for conciliation and arbitration of the Arbitration Act (British Columbia) (in this section, the “Rules”).

Except as otherwise specifically provided in this Section 9.13, an arbitration hereunder will be conducted in English in accordance with the Rules. The arbitrator will fix a time and place in Toronto for the purpose of hearing the evidence and representations of the Parties and he or she will preside over the arbitration and determine all questions of procedure not provided for under the Rules or this Section 9.13. After hearing any evidence and representations that the Parties may submit, the arbitrator will make an award and reduce the same to writing and deliver one copy thereof to each of the Parties. The decision of the arbitrator will be made within 45 days after his or her appointment, subject to any reasonable delay due to unforeseen circumstances. The expense of the arbitration will be paid as specified in the award. The arbitrator’s award will be final and binding upon each of the Parties.

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

The Borrower irrevocably attorns and submits to the non-exclusive jurisdiction of any court of competent jurisdiction of the Province of British Columbia sitting in Vancouver, British Columbia in any action or proceeding arising out of or relating to this Agreement and the other Credit Documents to which it is a party. The Borrower irrevocably waives objection to the venue of any action or proceeding in such court or that such court provides an inconvenient forum. Nothing in this Section 9.14 limits the right of the Administrative Agent to bring proceedings against the Borrower in the courts of any other jurisdiction.

The Borrower hereby irrevocably consents to the service of any and all process in any such action or proceeding by the delivery of copies of such process to the Borrower at its address set out in Section 9.4(a). Nothing in this Section 9.14 affects the right of any Finance Party to serve process in any manner permitted by Applicable Law.

Each of the Parties hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement, the other Credit Documents or the transactions contemplated hereby or thereby. The scope of this waiver is intended to be all-encompassing with respect to any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each of the parties hereto (a) acknowledges that this waiver is a material inducement for the parties to the Credit Documents to enter into a business relationship, that the parties to the Credit Documents have already relied on this waiver in entering into same and the transactions that are the subject thereof, and that they will continue to rely on this waiver in their related future dealings, and (b) further warrants and represents that each has reviewed this waiver with its legal counsel and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and this waiver shall apply to any subsequent amendments, modifications, supplements, extensions, renewals and/or replacements of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

The date of the Proposed Advance, being a Business Day, is [•].

The Proposed Advance is under [Facility A/Facility B].

The aggregate amount of the Proposed Advance is [•].

Interpretation

Shares and Share Certificates

Issue of Shares

Share Registers

Share Transfers

Transmission of Shares

Purchase of Shares

Borrowing Powers

Alterations

Meetings of Shareholders

Proceedings at Meetings of Shareholders

Votes of Shareholders

Directors

Election and Removal of Directors

Alternate Directors

Powers and Duties of Directors

Disclosure of Interest of Directors

Proceedings of Directors

Executive and Other Committees

Officers

Indemnification

Dividends and Reserves

Documents, Records and Reports

Notices

Seal

Prohibitions

Special Rights and Restrictions

Interpretation

Definitions

“board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;

“Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

“legal personal representative” means the personal or other legal representative of the shareholder;

“registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;

“seal” means the seal of the Company, if any.

Business Corporations Act and Interpretation Act Definitions Applicable

Shares and Share Certificates

Authorized Share Structure

Form of Share Certificate

Delivery by Mail

Replacement of Worn Out or Defaced Certificate or Acknowledgement

order the share certificate or acknowledgment, as the case may be, to be cancelled; and

issue a replacement share certificate or acknowledgment, as the case may be.

Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and

any indemnity the directors consider adequate.

Splitting Share Certificates

Certificate Fee

Recognition of Trusts

Issue of Shares

Directors Authorized

Commissions and Discounts

Brokerage

Conditions of Issue

consideration is provided to the Company for the issue of the share by one or more of the following:

past services performed for the Company;

property;

money; and

the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

Share Purchase Warrants and Rights

Share Registers

Central Securities Register

Closing Register

Share Transfers

Registering Transfers

a duly signed instrument of transfer in respect of the share has been received by the Company;

if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and

if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

Form of Instrument of Transfer

Transferor Remains Shareholder

Signing of Instrument of Transfer

in the name of the person named as transferee in that instrument of transfer; or

if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

Enquiry as to Title Not Required

Transfer Fee

Transmission of Shares

Legal Personal Representative Recognized on Death

Rights of Legal Personal Representative

Purchase of Shares

Company Authorized to Purchase Shares

Purchase When Insolvent

the Company is insolvent; or

making the payment or providing the consideration would render the Company insolvent.

Sale and Voting of Purchased Shares

is not entitled to vote the share at a meeting of its shareholders;

must not pay a dividend in respect of the share; and

must not make any other distribution in respect of the share.

Borrowing Powers

Alteration of Authorized Share Structure

otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

Special Rights and Restrictions

create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

Change of Name

Other Alterations

Meetings of Shareholders

Annual General Meetings

Resolution Instead of Annual General Meeting

Calling of Meetings of Shareholders

Notice for Meetings of Shareholders

if and for so long as the Company is a public company, 21 days;

otherwise, 10 days.

Record Date for Notice

if and for so long as the Company is a public company, 21 days;

otherwise, 10 days.

Record Date for Voting

Failure to Give Notice and Waiver of Notice

Notice of Special Business at Meetings of Shareholders

state the general nature of the special business; and

if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

Proceedings at Meetings of Shareholders

Special Business

at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

at an annual general meeting, all business is special business except for the following:

business relating to the conduct of or voting at the meeting;

consideration of any financial statements of the Company presented to the meeting;

consideration of any reports of the directors or auditor;

the setting or changing of the number of directors;

the election or appointment of directors;

the appointment of an auditor;

the setting of the remuneration of an auditor;

business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

Special Majority

Quorum

One Shareholder May Constitute Quorum

the quorum is one person who is, or who represents by proxy, that shareholder, and

that shareholder, present in person or by proxy, may constitute the meeting.

Other Persons May Attend

Requirement of Quorum

Lack of Quorum

in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

Lack of Quorum at Succeeding Meeting

Chair

the chair of the board, if any; or

if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

Selection of Alternate Chair

Adjournments

Notice of Adjourned Meeting

Decisions by Show of Hands or Poll

Declaration of Result

Motion Need Not be Seconded

Casting Vote

Manner of Taking Poll

the poll must be taken:

at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

in the manner, at the time and at the place that the chair of the meeting directs;

the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

the demand for the poll may be withdrawn by the person who demanded it.

Demand for Poll on Adjournment

Chair Must Resolve Dispute

Casting of Votes

Demand for Poll

Demand for Poll Not to Prevent Continuance of Meeting

Retention of Ballots and Proxies

Votes of Shareholders

Number of Votes by Shareholder or by Shares

on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

Votes of Persons in Representative Capacity

Votes by Joint Holders

any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

Legal Personal Representatives as Joint Shareholders

Representative of a Corporate Shareholder

for that purpose, the instrument appointing a representative must:

be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

if a representative is appointed under this Article 12.5:

the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Proxy Provisions Do Not Apply to All Companies

Appointment of Proxy Holders

Alternate Proxy Holders

When Proxy Holder Need Not Be Shareholder

the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Deposit of Proxy

be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

Validity of Proxy Vote

at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

by the chair of the meeting, before the vote is taken.

Form of Proxy

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder):

Revocation of Proxy

received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

provided, at the meeting, to the chair of the meeting.

Revocation of Proxy Must Be Signed

if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

Production of Evidence of Authority to Vote

Directors

First Directors; Number of Directors

subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company’s first directors;

if the Company is a public company, the greater of three and the most recently set of:

the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

the number of directors set under Article 14.4;

if the Company is not a public company, the most recently set of:

the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

the number of directors set under Article 14.4.

Change in Number of Directors

the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

Directors’ Acts Valid Despite Vacancy

Qualifications of Directors

Remuneration of Directors

Reimbursement of Expenses of Directors

Special Remuneration for Directors

Gratuity, Pension or Allowance on Retirement of Director

Election and Removal of Directors

Election at Annual General Meeting

the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

Consent to be a Director

that individual consents to be a director in the manner provided for in the Business Corporations Act;

that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

Failure to Elect or Appoint Directors

the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

the date on which his or her successor is elected or appointed; and

the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

Places of Retiring Directors Not Filled

Directors May Fill Casual Vacancies

Remaining Directors Power to Act

Shareholders May Fill Vacancies

Additional Directors

one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Ceasing to be a Director

the term of office of the director expires;

the director dies;

the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

the director is removed from office pursuant to Articles 14.10 or 14.11.

Removal of Director by Shareholders

Removal of Director by Directors

Alternate Directors

Appointment of Alternate Director

Notice of Meetings

Alternate for More Than One Director Attending Meetings

will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;

has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

Consent Resolutions

Alternate Director Not an Agent

Revocation of Appointment of Alternate Director

Ceasing to be an Alternate Director

his or her appointor ceases to be a director and is not promptly re-elected or re- appointed;

the alternate director dies;

the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

the alternate director ceases to be qualified to act as a director; or

his or her appointor revokes the appointment of the alternate director.

Remuneration and Expenses of Alternate Director

Powers and Duties of Directors

Powers of Management

Appointment of Attorney of Company

Disclosure of Interest of Directors

Obligation to Account for Profits

Restrictions on Voting by Reason of Interest

Interested Director Counted in Quorum

Disclosure of Conflict of Interest or Property

Director Holding Other Office in the Company

No Disqualification

Professional Services by Director or Officer

Director or Officer in Other Corporations

Proceedings of Directors

Meetings of Directors

Voting at Meetings

Chair of Meetings

the chair of the board, if any;

in the absence of the chair of the board, the president, if any, if the president is a director; or

any other director chosen by the directors if:

neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

Meetings by Telephone or Other Communications Medium

Calling of Meetings

Notice of Meetings

When Notice Not Required

the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

the director or alternate director, as the case may be, has waived notice of the meeting.

Meeting Valid Despite Failure to Give Notice

Waiver of Notice of Meetings

Quorum

Validity of Acts Where Appointment Defective

Consent Resolutions in Writing

in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who are entitled to vote on the resolution consents to it in writing.

Executive and Other Committees

Appointment and Powers of Executive Committee

the power to fill vacancies in the board of directors;

the power to remove a director;

the power to change the membership of, or fill vacancies in, any committee of the directors; and

such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

Appointment and Powers of Other Committees

appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

delegate to a committee appointed under paragraph (1) any of the directors’ powers, except:

the power to fill vacancies in the board of directors;

the power to remove a director;

the power to change the membership of, or fill vacancies in, any committee of the directors; and

the power to appoint or remove officers appointed by the directors; and

make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

Obligations of Committees

conform to any rules that may from time to time be imposed on it by the directors; and

report every act or thing done in exercise of those powers at such times as the directors may require.

Powers of Board

revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

terminate the appointment of, or change the membership of, the committee; and

fill vacancies in the committee.

Committee Meetings

the committee may meet and adjourn as it thinks proper;

the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

a majority of the members of the committee constitutes a quorum of the committee; and

questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

Officers

Directors May Appoint Officers

Functions, Duties and Powers of Officers

determine the functions and duties of the officer;

entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

Qualifications

Remuneration and Terms of Appointment

Indemnification

Definitions

“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

“eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

is or may be joined as a party; or

is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

Indemnification of Other Persons

Non-Compliance with Business Corporations Act

Company May Purchase Insurance

is or was a director, alternate director, officer, employee or agent of the Company;

is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

Dividends

Payment of Dividends Subject to Special Rights

Declaration of Dividends

No Notice Required

Record Date

Manner of Paying Dividend

Settlement of Difficulties

set the value for distribution of specific assets;

determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

vest any such specific assets in trustees for the persons entitled to the dividend.

When Dividend Payable