" 2015 Bonus Shares " has the meaning attributed to that term in Section 2.10(a)(i);

" 2016 Bonus Shares " has the meaning attributed to that term in Section 2.10(a)(ii);

" Advance " means an advance of the Facility contemplated herein;

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

" Affiliate Transaction " has the meaning attributed to that term in Section 7.36(j);

" Agent " means Sprott Resource Lending Partnership, in its capacity as agent of the Lenders as contemplated by this Agreement, and any successor thereto pursuant to Section 9.12.

" Agreement ", " this Agreement ", " hereto ", " hereby ", " hereunder ", " hereof ", " herein " and similar expressions refer to the Existing Credit Agreement as supplemented, amended, restated and replaced from time to time (including by this Amendment and Restatement) and not to any particular Article, section, subsection, paragraph, clause, subdivision or other portion hereof, and include any and every supplemental agreement; and the expressions " Article ", " Section ", " subsection " and " paragraph " followed by a number mean and refer to the specified Article, section, subsection or paragraph of this Agreement;

" Amendment and Restatement " has the meaning set forth in the recitals hereto;

"Amount" and "Amount Payable" mean any principal amount and any other amount payable in cash hereunder or under any of the Facility Documents;

" Annual Fee Shares " has the meaning attributed to that term in Section 2.11;

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

" Applicable Securities Legislation " means all applicable securities laws of each of the Reporting Jurisdictions and the respective rules and regulations under such laws together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders, blanket rulings and other applicable regulatory instruments of the securities regulatory authorities in any of the Reporting Jurisdictions and such other jurisdictions as may be agreed to between the Borrower and the Agent;

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

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

" Bonus Adjustment Shares " has the meaning attributed to that term in Section 2.10;

" Bonus Shares " has the meaning attributed to that term in Section 2.10;

" Bonus Warrant Shares " has the meaning attributed to that term in Section 2.10;

" Bonus Warrants " has the meaning attributed to that term in Section 2.10;

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

" Borrower's Auditors " means, at any time, a firm of chartered accountants duly appointed as auditors of the Borrower;

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

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

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

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

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

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

" Change of Control " means the occurrence of any of the following events:

" Closing Date " means the Initial Advance Closing Date, the Second Advance Closing Date or the Third Advance Closing Date, as the context requires;

" Code " means the United States Internal Revenue Code of 1986;

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

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

" Constating Documents " means:

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

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

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

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

" Defaulting Lender " has the meaning ascribed thereto in Section 2.15;

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

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

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

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

" Enforcement Date " means the date on which the Agent notifies the Borrower, pursuant to Section 8.2, that the entire unpaid principal amount of the Facility is forthwith due and payable or on which such indebtedness automatically becomes due and payable pursuant to such section, whichever occurs first;

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

" Environmental Matters " means:

accruing due by the Person under the obligations determined by marking the obligations to market in accordance with their terms;

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

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

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

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

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

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

" Hobson Facility " has the meaning attributed to such term in Part A of Schedule C;

" Hobson Facility Lands " has the meaning attributed to such term in Part A of Schedule C;

" Hobson Lease " has the meaning attributed to such term in Part A of Schedule C;

" Hobson Lease and Rights of Way " has the meaning attributed to such term in Part A of Schedule C;

" Indebtedness " means, with respect to a Person, without duplication:

" Indemnified Parties " has the meaning attributed to such term in Section 11.1 hereof;

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

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

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

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

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

" Initial Advance Security Documents " means, collectively, the security and other agreements and documents listed in Schedule B hereto under the heading "INITIAL ADVANCE SECURITY DOCUMENTS" and delivered pursuant to Article 4 of this Agreement;

" International Trade Laws " has the meaning attributed to such term in Section 6.1(yy);

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

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

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

" Liability " or " Liabilities " means any Indebtedness, obligation, or liability of any nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) including, without limitation, any liability for Taxes;

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

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

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

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

" Multiemployer Plan " means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is

obligated to make any contribution, or during the preceding six plan years, has made or been obligated to make any contribution;

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

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

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

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

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

" OFAC " has the meaning attributed to such term in Section 6.1(nn);

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

" Other Taxes " shall have the meaning set forth in Section 11.5(b);

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

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

" PBGC " means the United States Pension Benefit Guaranty Corporation;

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

" Pension Plan " means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of

ERISA and is sponsored or maintained by a Credit Party or any ERISA Affiliate or to which a Credit Party or any ERISA Affiliate contributes or has any obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made any contribution at any time during the immediately preceding six plan years;

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

" Permitted Encumbrances " means:

" Permitted Indebtedness " means:

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

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

" Proceeds of Realization " means all cash and non-cash proceeds derived from any sale, disposition or other realization of the Secured Assets or received from a Guarantor pursuant to a guarantee (a) after any notice being sent by the Agent to the Borrower pursuant to Section 8.2 declaring all indebtedness of the Borrower hereunder to be immediately due and payable, (b) upon any dissolution, liquidation, winding-up, reorganization, bankruptcy, insolvency or receivership of any Credit Party (or any other arrangement or marshalling of the Secured Assets that is similar thereto), or (c) upon the enforcement of, or any action taken with respect to, a guarantee or other Security Document. For greater certainty, insurance proceeds derived as a result of the loss or destruction of any of the Secured Assets or cash or non-cash proceeds derived from any expropriation or other condemnation of any of the Secured Assets shall not constitute Proceeds of Realization prior to the Enforcement Date.

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

" Project " means, collectively, the Palangana Mine, the Goliad Mine and the Hobson Facility;

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

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

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

" Regulation D " means Regulation D promulgated under the Securities Act;

" Regulation S " means Regulation S promulgated under the Securities Act;

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

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

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

" SEC " means the U.S. Securities and Exchange Commission;

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

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

" Second Advance Facility Documents " means this Agreement, any Second Advance Security Documents, any third party consents/acknowledgements/direct agreements required by the Majority Lenders, acting reasonably, (in respect of the Security Interests provided for in the Security Documents) which are listed in Schedule B hereto under the heading "SECOND ADVANCE SECURITY DOCUMENTS", this Amendment and Restatement, the Bonus Warrants Amendments, the Extension Fee Shares certificates, and all other agreements, certificates, instruments and other documents delivered or to be

delivered by the Borrower or any other Credit Party hereunder or thereunder in connection with the foregoing or the Second Advance, each as amended, modified, supplemented, restated or replaced from time to time;

" Second Advance Security Documents " means, collectively, the security and other agreements and documents listed in Schedule B hereto under the heading "SECOND ADVANCE SECURITY DOCUMENTS" and delivered pursuant to Article 4 of this Agreement;

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

" Securities " means, collectively, the Bonus Shares, any Bonus Adjustment Shares, the Bonus Warrants, any Bonus Warrant Shares (including any issued in the extended exercise period provided for in the Bonus Warrants Amendments), any Substituted Warrants, any Substituted Warrant Shares, the Annual Fee Shares, the Extension Fee Shares, any 2015 Bonus Shares, and any 2016 Bonus Shares;

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

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

" Security Interest " means any security interest, assignment by way of security, mortgage, charge (whether fixed or floating), hypothec, deposit arrangement, pledge, lien, encumbrance, preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing);

" Stated Maturity Date " means July 31, 2017;

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

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

" Substituted Warrant Shares " has the meaning attributed to that term in Section 2.9;

" Substituted Warrants " has the meaning attributed to that term in Section 2.9;

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

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

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

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

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

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

" Third Advance Security Documents " means, collectively, the security and other agreements and documents listed in Schedule B hereto under the heading "THIRD ADVANCE SECURITY DOCUMENTS" and delivered pursuant to Article 4 of this Agreement;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a)     Interest shall accrue on the principal amount of each Advance from the date of advance to the Borrower, as well as on all overdue amounts outstanding in respect of interest, costs or other fees or expenses payable hereunder, at the rate of eight percent (8.00%) per annum, calculated daily and compounded monthly (effective annual rate of 8.30%), and shall be payable by the Borrower to the respective Lenders monthly on the last Business Day of every month, before as well as after each of maturity, default and judgment.

(b)     The Borrower shall pay the respective Lenders a standby fee on the daily unadvanced portion of the Facility at the rate of four percent (4.00%) per annum, calculated daily (beginning on the date of this Agreement) and payable monthly in arrears on the last Business Day of every month.

(b)     The Structuring Fee has been fully earned and is non-refundable, provided only that if all of the conditions precedent to the Initial Advance as contemplated in Section 5.1 are satisfied and the Lenders fail to make the Initial Advance, the Structuring Fee shall be refunded to the Borrower and the obligations of the Finance Parties hereunder shall be terminated.

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

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

(g)     If, prior to the expiry of the Bonus Warrants, the 30-trading-day volume-weighted average closing price of the Common Shares as they traded on the Exchange equals or exceeds US$5.00 per share, then (except as otherwise provided in the Bonus Warrants certificates), upon written notice from the Borrower (with supporting calculations), all holders of the Bonus Warrants will be required to exercise any then-unexercised Bonus Warrants within 30 calendar days following receipt of such notice, failing which all such remaining and unexercised Bonus Warrants will be immediately cancelled.

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

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

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

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(b)     if from time to time a Lender assigns to an assignee all or a portion of its Advances and Individual Commitments, the Agent and the Borrower will co-operate in the exchange of the certificates representing the assignor's Pro Rata Share of the 2015 Bonus Shares and the 2016 Bonus Shares for new certificates representing the assignor's (if any) and the assignee's respective Pro Rata Shares of the 2015 Bonus Shares and the 2016 Bonus Shares as applicable (and such new certificates will be included thereafter as 2015 Bonus Shares certificates and 2016 Bonus Shares certificates as applicable, and the shares represented thereby as 2015 Bonus Shares and 2016 Bonus Shares as applicable, for the purpose of this Agreement); and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Upon any such termination or reduction, the unused portion of the Commitment shall be deemed to be reduced accordingly (including, without limitation, for the purposes of Section 2.6(b) above), as shall the underlying Individual Commitments of the respective Lenders in respect of the Second Advance Commitment and/or the Third Advance Commitment (as applicable) and in respect of the Commitment, with the reductions in respect of each Lender to be its Pro Rata Share of the aggregate reduction in respect of the same.

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

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

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

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

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

(f)     the Finance Parties shall have received payment of all fees and reimbursable expenses in connection with this Agreement, including those fees described in Sections 2.9, 2.10 and 7.4, which are payable by the Credit Parties to the Finance Parties on or prior to the Initial Advance Closing Date;

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

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

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

(b)     all regulatory approvals, including approvals to the transactions contemplated herein (including the Bonus Warrants Amendments), if required (it being understood that Exchange approval of the listings of the Bonus Shares, any Bonus Adjustment Shares, the Annual Fee Shares, any 2015 Bonus Shares and any 2016 Bonus Share cannot be obtained until the numbers of such shares issuable are determined);

(c)     the Finance Parties shall have received payment of all fees and reimbursable expenses in connection with this Agreement, including without limitation, those fees described in Sections 2.9, 2.10 and 7.4, which are payable by the Credit Parties to the Agent on or prior to the Second Advance Closing Date;

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

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

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

(b)     the Lenders shall have completed and be satisfied with their financial, business, environmental, tax, legal and other due diligence review in respect of the Palangana Mine, including without limitation, their review of all feasibility studies, wellfield and processing plant plans, budgets, pro forma financial statements and all Material Project Documents and other documents in respect of the Palangana Mine;

(c)     deleted;

(d)     the Finance Parties shall have received payment of all fees and reimbursable expenses in connection with this Agreement, including without limitation, those fees described in Sections 2.11 and 7.4, which are payable by the Credit Parties to the Finance Parties on or prior to the Third Advance Closing Date;

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

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

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

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

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

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

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

(f)

(g)     the Borrower is authorized to issue 750,000,000 Common Shares, of which 89,828,309 Common Shares (as of March 3, 2014) were issued and outstanding as fully paid and non-assessable shares in the capital of the Borrower on the date of this Agreement;

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

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

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

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

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

(m)     upon the issuance thereof, the Bonus Shares, any Bonus Adjustment Shares, any Bonus Warrant Shares (including any issued in the extended exercise period provided for in the Bonus Warrants Amendments), any Substituted Warrant Shares, the Annual Fee Shares, the Extension Fee Shares, any 2015 Bonus Shares and any 2016 Bonus Shares will be validly issued as fully paid and non-assessable Common Shares in the capital of the Borrower;

(n)     the Borrower has complied with all Applicable Securities Legislation in connection with the issuance of the Securities, in each case including, but not limited to, receiving the approvals of the Exchange, as required, in respect of the listing of the Bonus Shares, any Bonus Adjustment Shares, any Bonus Warrant Shares (including any issued in the extended exercise period provided for in the Bonus Warrants Amendments), any Substituted Warrant Shares, the Annual Fee Shares, the Extension Fee Shares, any 2015 Bonus Shares and any 2016 Bonus Shares (it being understood that Exchange approval of the listings of the Bonus Shares, any Bonus Adjustment Shares, the Annual Fee Shares, any 2015 Bonus Shares and any 2016 Bonus Shares cannot be obtained until the numbers of such shares issuable are determined);

(o)

(p)     none of the execution and delivery of the Facility Documents, the compliance by the Credit Parties with the provisions of the Facility Documents or the consummation of the transactions contemplated herein and the issue of the Securities (including the Bonus Warrants Amendments), for the consideration and upon the terms and conditions set forth herein, does or will: (i) require the consent, approval, Authorization, order or agreement of, or registration or qualification with, any Governmental Authority, or any other, body or authority, court, stock exchange, securities regulatory authority or other Person, except such as have been obtained (or, in the case of approval by the Exchange of the listing application for the Bonus Shares, any Bonus Adjustment Shares, any Bonus Warrant Shares, any Substituted Warrant Shares, the Annual Fee Shares, the Extension Fee Shares, any 2015 Bonus Shares and any 2016 Bonus Shares as will be obtained prior to the issuance thereof); (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which any of the Credit Parties is a party or by which it or any of its properties or assets is bound; or (iii) conflict with or result in any breach or violation of any provisions of, or constitute a default under the Constating Documents of any of the Credit Parties or any resolution passed by the directors (or any committee thereof) or shareholders (or members) of any of the Credit Parties, or any statute or any judgment, decree, order, rule, policy or regulation of any court, Governmental Authority, any arbitrator, stock exchange or securities regulatory authority applicable to any of the Credit Parties or any of the properties or assets thereof which has resulted in or could reasonably be expected to result in a Material Adverse Effect;

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

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

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

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

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

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

(w)     the consolidated financial statements of the Borrower contained in the Disclosure Record, filed with each applicable securities commission, have all been prepared in accordance with U.S. generally accepted accounting principles and present fairly in all material respects, the financial condition of the Credit Parties (and all other Subsidiaries of the Borrower) as at the dates thereof and the results of the operations and the changes in the financial position of the Credit Parties (and all other Subsidiaries of the Borrower) for the periods then ended, and reflect accurately all material liabilities of the Credit Parties (and all other Subsidiaries of the Borrower) as at the dates thereof, and no adverse material changes in the financial position of the Credit Parties has taken place since April 30, 2013;

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

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

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

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

(ff)     none of the Credit Parties is in default of any material term, covenant or condition under or in respect of any judgment, order, agreement or instrument to which it is a party or to which it or any of its property or assets are or may be subject, and no event has occurred and is continuing, and no circumstance exists

which has not been waived, which constitutes a default in respect of any commitment, agreement, document or other instrument to which any of the Credit Parties is a party or by which it is otherwise bound entitling any other party thereto to accelerate the maturity of any amount owing thereunder or which has resulted in or could reasonably be expected to result in a Material Adverse Effect;

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

(hh)     no Credit Party, and to the best of the Borrower's knowledge, no director, officer, agent, employee or other Person acting on behalf of any Credit Party has, in the course of its actions for, or on behalf of, any Credit Party (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee;

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

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

(kk)     the Material Project Documents are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms

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

(ll)     the information (including the resource information) set forth in the Disclosure Record have been prepared in accordance with the United States Securities and Exchange Commission Industry Guide 7 and NI 43-101, and the method of estimating the resources has been verified by the authors thereof to current industry standards and the information upon which the estimates of resources were based was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof except as disclosed in the Disclosure Record;

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

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

(oo)     no Credit Party or ERISA Affiliate has failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a Security Interest or the

posting of a bond or other security under ERISA or the Code, or incurred any liability under Title IV of ERISA (other than a liability to the PBGC for premiums under Section 4007 of ERISA) that has resulted in or could reasonably be expected to result in a Material Adverse Effect;

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

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

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

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

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

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

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

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

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

(yy)     the Borrower and its Subsidiaries are not currently engaging in, and in the last five years have not engaged in, conduct that violates any laws and regulations administered by (i) OFAC pertaining to economic and trade sanctions; (ii) the Bureau of Industry and Security of the Department of Commerce or the Directorate of Defense Trade Controls of the United States Department of State pertaining to export controls; (iii) the United States Department of Commerce or the IRS pertaining to anti-boycott; (iv) the Bureau of Customs and BORDER=0 Protection of the United States Department of Homeland Security pertaining to importations; or (v) the Census Bureau of the United States Department of Commerce pertaining to export and import reporting (such laws and regulations, collectively, the " International Trade Laws ").

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

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

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

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

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

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

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

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

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

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

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

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

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

(d)     that the Lender can contact the Administrative Assistant to the Director of Corporate Finance at the Ontario Securities Commission at Suite 1903, P.O. Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, or by telephone at (416) 593-8086 for information regarding the collection and use of personal information by the Ontario Securities Commission; and

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

(a)     duly and punctually pay or cause to be paid to the Finance Parties each Amount Payable, on the dates, at the places, in the currency and in the manner mentioned herein, including, without limitation, the payment of each Payment Amount, and, upon the occurrence of any Event of Default, the outstanding balance of the Facility (the Borrower acknowledges that it is personally obligated and fully liable for the amounts due hereunder and under the promissory notes issued hereunder and that the Finance Parties have the right to sue on this Agreement or such promissory notes and obtain personal judgement against the Borrower for the satisfaction of the amounts due hereunder or thereunder, either before or after a judicial foreclosure of the mortgage or deed of trust or other security granted in favour of the Agent securing the obligations of the Borrower to the Finance Parties hereunder or thereunder);

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

(c)     timely file all documents that must be publicly filed or sent to its shareholders pursuant to Applicable Securities Legislation within the time prescribed by such Applicable Securities Legislation and will make such documents available on the System for Electronic Document Analysis and Retrieval or the SEC's Electronic Data Gathering, Analysis and Retrieval database, as applicable, within such prescribed time period, and in the event that the Borrower is not at any time subject to Applicable Securities Legislation, the Borrower will continue to provide to the Agent (with sufficient copies for all of the Lenders): (i) within 90

days after the end of each fiscal year, copies of its annual report and audited annual financial statements, (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, interim financial statements which shall, at a minimum, contain such information required to be provided in quarterly reports by a "reporting issuer" (as such term is defined in such Applicable Securities Legislation) under the Applicable Securities Legislation, together with all such operational and other reports as the Agent (in accordance with the instructions of the Majority Lenders, acting reasonably) may require from time to time. Each of the reports referred to in the foregoing sentence will be prepared in accordance with disclosure requirements of Applicable Securities Legislation and U.S. generally accepted accounting principles, as applicable;

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

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

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

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

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

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

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

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

(c)     use the proceeds of the Facility only for the purposes set out in Section 2.5;

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

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

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

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

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

(i)     (A) 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 it operates, and add and maintain the Agent as loss payee and a named insured under all such policies, as applicable; (B) deliver to the Agent evidence of such insurance coverage ; and (C) on an annual basis and/or at any other time, promptly at the reasonable request of the Agent, deliver to the Agent all certificates and reports prepared in connection with such insurance;

(j)     maintain or cause to be maintained the Secured Assets in good condition in accordance with prudent industry standards;

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

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

(m)     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 ;

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

(o)     promptly provide to the Agent:

(p)     [deleted];

(q)     [deleted];

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

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

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

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

(c)     convey, sell, lease, assign, transfer or otherwise dispose of any Secured Assets outside of the ordinary course of business without the prior written consent of the Agent (in accordance with the instructions of the Majority Lenders, none of whom shall unreasonably withhold its consent), except that it may dispose of any obsolete or surplus equipment, vehicles and other assets provided that the fair market value of such equipment, vehicles and/or other assets, when aggregated with the fair market value of all other Secured Assets conveyed sold, leased, assigned, transferred or otherwise disposed of outside of the ordinary course of business since the date of this Agreement, does not exceed an aggregate of US$750,000 for the Credit Parties taken as a whole;

(d)     allow any Secured Assets to be located outside of Texas and (in the case of the Borrower) British Columbia;

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

(f)     [deleted];

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

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

(i)     purchase, redeem, retire or otherwise acquire for cash any securities (equity or other), or purchase or otherwise acquire all or substantially all of the assets of

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

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

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

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

(e)     any act of expropriation, nationalization or other similar event or circumstance affecting the properties and assets of the Credit Parties that (in the reasonable opinion of the Majority Lenders, in their sole discretion) results in or could reasonably be expected to result in a Material Adverse Effect;

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

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

(h)     any proceedings are commenced for the bankruptcy, insolvency, reorganization, winding-up, liquidation or dissolution or any similar proceedings of the Borrower or any Guarantor or any decree, order or approval for such bankruptcy,

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

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

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

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

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

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

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

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

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

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

(r)     any Credit Party or ERISA Affiliate shall fail to pay when due an amount or amounts aggregating in excess of US$100,000 which it shall have become liable to pay under Title IV of ERISA; notice of intent to terminate a Plan or Plans having aggregate Unfunded Liabilities in excess of US$100,000 shall be filed under Title IV of ERISA by any Credit Party or ERISA Affiliate, any plan administrator or any combination of the foregoing; the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Plan or Plans having aggregate Unfunded Liabilities in excess of 100,000; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan or Plans having aggregate Unfunded Liabilities in excess of US$100,000 must be terminated; any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; there occurs a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans, which could cause one or more Credit Party or ERISA Affiliate to incur a current payment; any ERISA Event occurs with respect to any Pension Plan or any Multiemployer Plan and the then current value of the accumulated benefit obligation of such Pension Plan or Multiemployer Plan exceeds the then current value of the assets of such Pension Plan or Multiemployer Plan available for the payment of such benefit liabilities by more than US$100,000 (or in the case of an ERISA Event involving the withdrawal of a substantial employer, the withdrawing employer's proportionate share of such excess exceeds such amount); or

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

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

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

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

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

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

(a)     in making its decision to enter into this Agreement and to make its Pro Rata Share of the Facility available to the Borrower, it is independently taking whatever steps it considers necessary to evaluate the financial condition and affairs of the Credit Parties and that it has made an independent credit judgment without reliance upon any information furnished by the Agent; and

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

(a)     Subject to Sections 9.14 (b) and (c), any term, covenant or condition of any of the Facility Documents may only be amended with the prior consent of the Credit Parties party thereto and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Agent with the consent of the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.

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

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

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

(a)     The Lenders agree that, at any time after all indebtedness of the Borrower to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 8.2 or after the cancellation or termination of the Facility, they will at any time or from time to time upon the request of any Lender through the Agent purchase portions of the availments made available by the other Lenders which remain outstanding, and make any other adjustments which may be necessary or appropriate, in order that the amounts of the availments made available by the respective Lenders which remain outstanding, as adjusted pursuant to this Section 9.16, will be in the same proportions as their respective Pro Rata Shares thereof with respect to the Facility immediately prior to such acceleration, cancellation or termination.

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

(c)     For greater certainty, the Lenders acknowledge and agree that without limiting the generality of the provisions of paragraphs (a) and (b) above, such provisions will have application if and whenever any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off,

compensation, or otherwise), other than on account of any monies owing or payable by the Borrower to it under the Facility Documents in excess of its pro rata share of payments on account of monies owing by the Borrower to all the Lenders thereunder.

(d)     The Credit Parties agree to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to this Section 9.16.

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

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

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

(b)     each Finance Party may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

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

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

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

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

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

(b)     In addition, the Borrower agrees to pay any and all present or future stamp or documentary taxes or excise or property taxes, charges or levies of a similar nature, which arise from any Payment under, or from the execution, delivery or registration of, or otherwise with respect to, the Facility Documents and the transactions contemplated hereby or thereby (any such amounts being hereinafter referred to as " Other Taxes ").

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

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

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

(f)     Each Lender shall, and shall cause each Tax Related Person (other than a Tax Related Person of a Lender that is providing an IRS Form W-9) to, deliver to the Borrower (in such number of copies as shall be requested by the Borrower) on or

prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower but only if the Lender or Tax-Related Person, as applicable, is legally entitled to do so), whichever of the following is applicable:

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

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

(i)     The Borrower's and Lenders' obligations under this Section 11.5 shall survive without limitation the termination of the Facility and this Agreement and all other Facility Documents and the permanent repayment of the outstanding credit and all other amounts payable hereunder. The Lenders shall cause all Tax Related Persons to comply with this Section 11.5.

(j)     If the Borrower is now or hereafter required pursuant to Section 11.5 to make any additional payment to any Lender (" Affected Lender "), then, at any time after July 31, 2014, the Borrower may elect, if such amounts continue to be charged, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Facility Indebtedness due to the Affected Lender pursuant to an assignment and assumption in a form reasonably acceptable to the Borrower and Agent and to

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

(b)     Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to seek additional amounts from the Borrower pursuant to Section 11.6(a), it will use reasonable efforts to make, fund or maintain the affected credit of such Lender through another lending office or take such other actions as it deems appropriate, in its sole discretion, if as a result thereof the additional moneys which would otherwise be required to be paid in respect of such credit pursuant to Section 5.2(a), would be reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of such affected credit through such other lending office or the taking of such other actions would not otherwise adversely affect such credit or such Lender and would not, in such Lender's sole discretion, be commercially unreasonable.

(a)     In this Section 12.6, " interest " and " credit advanced " have the meanings ascribed to them in Section 347 of the Criminal Code (Canada), and " Canadian Maximum Rate " means the highest effective annual rate of interest calculated in accordance with generally accepted actuarial practices and principles, on the credit advanced under an agreement or arrangement, which is lawfully permitted under Section 347 of the Criminal Code (Canada);

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

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

(d)     Any reduction of interest pursuant to clause (b) or clause (c) above will be made in the following order (in each case, only to the extent required): firstly, a reduction of the Bonus Warrants; secondly, a reduction of the Annual Fee Shares; thirdly, a reduction of the Bonus Shares,; fourthly, a reduction of the standby fee rate under Section 2.6(b); fifthly, a reduction of the interest rate under Section 2.6(a); sixthly, a reduction of the Structuring Fee; seventhly, a reduction of the Extension Fee Shares; eighthly, a reduction of any 2015 Bonus Shares; ninthly, a reduction of any 2016 Bonus Shares; tenthly, a reduction of the Extension Fee; eleventhly, a reduction of the amounts to be paid on account of the Finance Parties' legal fees and other out-of-pocket expenses; and lastly, a reduction of any other amount(s) which constitute interest.

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

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

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

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

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

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

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

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

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

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

(a)     None.

(a)     None.

(a)     None.

(a)     None.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

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

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

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

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

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

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

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

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

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

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

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

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

Name:                                                                                                                                                     
(print clearly)

Address in full:                                                                                                                                                 

Number of shares of Common Stock:                                                                                                               

Name:                                                                                                                                                     
(print clearly)

Address in full:                                                                                                                                                 

Name:                                                                                                                                                     
(print clearly)

Address in full:                                                                                                                                                 

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

(b)     the sale is to the Corporation;

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

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

(a)     On page 1 of the Original Warrant Certificate, the heading that reads "VOID AFTER: July 30, 2016 (subject to earlier expiration as set forth herein)" is hereby amended to read "VOID AFTER: July 30, 2018 (subject to earlier expiration as set forth herein)"; and

(b)     Section 1(d) is hereby amended to read as follows:

"" Expiration Date " shall mean July 30, 2018. If such date shall be a holiday or a day on which banks are authorized to be closed in the Province of British Columbia, Canada, then the Expiration Date shall mean the next consecutive day which does not fall on a holiday or a day on which banks are authorized to be closed in the Province of British Columbia, Canada;".

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

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

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

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