CONSENT, WAIVER AND THIRD AMENDING AGREEMENT

Exhibit 4.4

Execution Copy

CONSENT, WAIVER AND THIRD AMENDING AGREEMENT

This consent, waiver and third amending agreement (this “Agreement”) is dated effective as of October 1, 2024, by and among Anfield Energy Inc. (the “Borrower”), Neutron Energy, Inc., Anfield Precious Metals Inc., Anfield Resources Holding Corp., ARH Wyoming Corp. and Highbury Resources Inc. (collectively, the “Guarantors”), Extract Capital Master Fund Ltd. (in its capacity as a Lender under the Credit Agreement) and Extract Advisors LLC, as agent for the Lenders (in such capacity, the “Agent”).

WHEREAS:

(a)

Reference is made to the credit agreement dated as of September 26, 2023 among the Borrower, as borrower, the Guarantors, as guarantors, the Lenders, as lenders, and the Agent, as amended pursuant to a first amending agreement dated October 6, 2023, among the Borrower, as borrower, the Guarantors, as guarantors, the Lenders, as lenders, and the Agent and a second amending agreement dated April 15, 2024, among the Borrower, as borrower, the Guarantors, as guarantors, the Lenders, as lenders, and the Agent (as may be further amended, restated, supplemented and otherwise modified prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

(b)

Isoenergy Ltd. (“Iso”), as purchaser, and the Borrower, have agreed to enter into an arrangement agreement (as it currently exists on the date hereof, the “Arrangement Agreement”) dated as of October 1, 2024, pursuant to which Iso proposes to acquire all of the outstanding equity securities of the Borrower on the terms and conditions contained in the Arrangement Agreement (collectively, the “Acquisition”).

(c)	Iso has also agreed to provide a bridge loan to the Borrower pursuant to a promissory note dated as of October 1, 2024 issued by the Borrower, as borrower, to Iso, as noteholder, in the principal amount of CAD$6,020,000.00 (the “Bridge Loan”).

(d)

In connection with the Acquisition, Iso has also agreed to indemnify, in the principal amount not to exceed US$3,000,000, Endurance Assurance Corporation, Endurance American Insurance Company, Lexon Insurance Company, and Bond Safeguard Insurance Company at the request of Anfield Resources Holding Corp. pursuant to a certain general agreement of indemnity dated on or about the date hereof (the “Indemnity”).

(e)	In connection with the Indemnity, the Borrower has agreed to grant a guarantee in favour of Iso in respect of Iso’s obligations under the Indemnity (the “Borrower Guarantee” and together with the Bridge Loan, the “Iso Loan Documents”).

(f)	To secure the obligations under the Iso Loan Documents, the Borrower has agreed to provide a security interest to Iso in all of the now existing and hereafter acquired assets, property and undertaking of the Borrower (the “Iso Loan Security”).

(g)	To guarantee the obligations under the Iso Loan Documents, the Guarantors have also agreed to grant guarantees in favour of Iso (the “Iso Loan Guarantees”).

(h)	In connection with the Iso Loan Documents, ▇▇▇ and the Agent will be entering into a subordination agreement dated as of October 1, 2024 (the “Subordination Agreement”).

(i)

Pursuant to Subsection 7.1(e) and Subsection 7.1(f) of the Credit Agreement, each of the Credit Parties has covenanted and agreed to take all reasonable steps and actions as may be required: (i) to maintain the listing and posting for trading of the Common Shares on the Exchange, provided that the Borrower may move its listing to any other stock exchange or market as is acceptable to the Agent (in accordance with the instructions of the Lenders, acting reasonably); (ii) to maintain its status as a “reporting issuer”, or the equivalent thereof in compliance with the requirements of the Applicable Securities Legislation; and (iii) comply with all Applicable Securities Legislation, including, but not limited to, obtaining the approvals of the Exchange, as required, in respect of the listing thereof; and forthwith after the issuance of the Securities, the Borrower will file such forms and documents as may be required under Applicable Securities Legislation. The Acquisition will result in the Common Shares no longer being listed on the Exchange and the Borrower will cease to be a “reporting issuer”, or the equivalent thereof in compliance with the requirements of the Applicable Securities Legislation, and therefore a consent or waiver from the Agent is required prior to consummation of such Acquisition.

(j)

Pursuant to Subsection 7.2(a) of the Credit Agreement, each of the Credit Parties has covenanted and agreed to not, without the written consent of the Agent, directly or indirectly issue, incur, assume or otherwise become liable for or in respect of any Indebtedness (other than Permitted Indebtedness). The indebtedness and obligations under the Iso Loan Documents and Iso Loan Guarantees constitute “Indebtedness” (as such term is defined in the Credit Agreement), and therefore a consent or waiver from the Agent is required prior to the incurrence of such Indebtedness.

(k)

Pursuant to Subsection 7.2(b) of the Credit Agreement, each of the Credit Parties has covenanted and agreed to not, without the written consent of the Agent, directly or indirectly create, incur, assume, permit or suffer to exist any Security Interest or other encumbrances whatsoever against any of its properties or assets (other than Permitted Encumbrances). The Iso Loan Security constitutes a “Security Interest” (as such term is defined in the Credit Agreement) or other encumbrance, and therefore a consent or waiver from of the Agent is required prior to the granting of such Security Interest or encumbrance.

(l)

Pursuant to Subsection 7.2(e) of the Credit Agreement, each of the Credit Parties has covenanted and agreed to not, without the written consent of the Agent, enter into any scheme for the reconstruction or reorganization of such Credit Party or for the consolidation, amalgamation, merger or similar transaction of it with or into any other Person. The Plan of Arrangement (as defined in the Arrangement Agreement) contemplated by the Arrangement Agreement constitutes such a scheme, and therefore a consent or waiver from of the Agent is required prior to consummation of the Plan of Arrangement and Acquisition.

(m)

Pursuant to Subsection 7.2(r) of the Credit Agreement, each of the Credit Parties has covenanted and agreed to not, without the written consent of the Agent, enter into or become party or subject to any dissolution, winding-up, reorganization or similar transaction or proceeding. The Plan of Arrangement (as defined in the Arrangement Agreement) contemplated by the Arrangement Agreement constitutes such a reorganization, and therefore a consent or waiver from of the Agent is required prior to the consummation of the Plan of Arrangement.

(n)

Pursuant to Subsection 7.2(q) of the Credit Agreement, each of the Credit Parties has covenanted and agreed to not, without the written consent of the Agent, guarantee the obligations of any other Person, directly or indirectly, other than obligations of the Credit Parties permitted by the Credit Agreement. The Borrower Guarantee and Iso Loan Guarantees constitute such guarantees, and therefore a consent or waiver from of the Agent is required prior to consummation of the Borrower Guarantee and Iso Loan Guarantees.

(o)

Pursuant to Subsection 3.2(b) of the Credit Agreement, without the written consent of the Agent, if any Credit Party closes one or more debt financings (other than in connection with Permitted Indebtedness), or royalty sale transactions, then such Credit Party shall pay 100% of the proceeds of such financings and royalty sales, net of reasonable costs (including without limitation, finders fees, commissions, legal and audit costs) to the Agent forthwith on closing such financings, to be applied on account of the outstanding principal amount and all accrued but unpaid interest, bonus and other costs, fees or charges payable under the Credit Agreement from time to time. The incurrence of Indebtedness under the Iso Loan Documents constitutes a debt financing, and therefore a consent or waiver from the Agent is required prior to consummation of such debt financing to avoid a prepayment of certain Facility Indebtedness from the proceeds of such debt financing.

(p)

Pursuant to Subsection 3.2(c) of the Credit Agreement, without the written consent of the Agent, the Borrower shall within ten (10) Business Days of the closing and culmination of a Change of Control, pay or cause to be paid all outstanding Facility Indebtedness. The Acquisition constitutes a Change of Control, and therefore a consent or waiver from the

Agent is required prior to consummation of such Acquisition to avoid prepayment of all Facility Indebtedness.

(q)

The Borrower has requested that the Agent (i) consent to the Acquisition, the consummation of the Plan of Arrangement, the Change of Control, the entering into of the Iso Loan Documents, the grant of Iso Loan Security and the grant of Iso Loan Guarantees, and (ii) in connection therewith, waive compliance with certain terms of the Credit Agreement by the Credit Parties with respect to the Acquisition, the consummation of the Plan of Arrangement, the Change of Control, the entering into of the Iso Loan Documents, the grant of Iso Loan Security and the grant of Iso Loan Guarantees.

(r)	The parties hereto wish to amend the Credit Agreement on the terms and conditions contained herein.

NOW THEREFORE, for good and valuable consideration (the receipt and sufficiency of which are acknowledged by the parties), the parties hereto, intending to be legally bound, agree as follows:

1.	Consent and Limited Waiver. Subject to the terms of this Agreement, the Agent, on behalf of the Lenders:

(a)

consents to the Plan of Arrangement and Acquisition pursuant to the terms of the Arrangement Agreement and waives any Default or Event of Default resulting in connection therewith, provided that the Agent, on behalf of the Lenders, is not consenting to any Pre-Closing Reorganization under the Arrangement Agreement for which a consent or waiver shall be required if such reorganization would require such a consent or waiver under the Credit Agreement;

(b)

solely in relation to the incurrence of Indebtedness contemplated by the Iso Loan Documents and Iso Loan Guarantees, and the use of proceeds thereunder, waives compliance by the Credit Parties with Subsection 3.2(b) of the Credit Agreement, any prepayment required pursuant thereto and any Default or Event of Default resulting in connection therewith;

(c)

consents to the Change of Control pursuant to the terms of the Arrangement Agreement, waives the application of Subsection 3.2(c) of the Credit Agreement, any prepayment required pursuant thereto and any Default or Event of Default resulting in connection therewith;

(d)

waives compliance with, or the application of Subsection 6.1(h), Subsection 6.1(j), Subsection 6.1(k), Subsection 6.1(t) and Subsection 6.1(y) solely to the extent that any such representation or warranty could prove to be incorrect or misleading in

any respect on account of, or in connection with, the Plan of Arrangement, Acquisition or the consummation thereof or any of the transactions contemplated under the Arrangement Agreement, the Iso Loan Documents, the Iso Loan Security or the Iso Loan Guarantees and waives any Default or Event of Default resulting in connection therewith;

(e)

waives compliance by the Credit Parties with Subsection 7.1(e) and Subsection 7.1(f) of the Credit Agreement, solely in relation to the Plan of Arrangement, Acquisition and any Default or Event of Default resulting in connection therewith;

(f)

waives compliance by the Credit Parties with Subsection 7.2(a) of the Credit Agreement, solely in relation to the incurrence of Indebtedness contemplated by the Iso Loan Documents and Iso Loan Guarantees and any Default or Event of Default resulting in connection therewith;

(g)

waives compliance by the Credit Parties with Subsection 7.2(b) of the Credit Agreement, solely in relation to the creation, incurrence or grant of a Security Interest or other encumbrances contemplated by the Iso Loan Security and any Default or Event of Default resulting in connection therewith;

(h)

waives compliance by the Credit Parties with Subsection 7.2(e) of the Credit Agreement, solely in relation to the Plan of Arrangement, Acquisition and any Default or Event of Default resulting in connection therewith;

(i)

waives compliance by the Credit Parties with Subsection 7.2(q) of the Credit Agreement, solely in relation to the granting of guarantees (and the incurrence of such Indebtedness) contemplated by the Borrower Guarantee and Iso Loan Guarantees and any Default or Event of Default resulting in connection therewith; and

(j)

waives compliance by the Credit Parties with Subsection 7.2(r) of the Credit Agreement, solely in relation to the Plan of Arrangement, Acquisition and any Default or Event of Default resulting in connection therewith, provided that the Agent, on behalf of the Lenders, is not consenting to any Pre-Closing Reorganization under the Arrangement Agreement for which a consent or waiver shall be required if such reorganization would require such a consent or waiver under the Credit Agreement.

2.	Amendments. As of the effective date hereof:

(a)