Ur-Energy USA Inc.

a corporation incorporated under the laws of Colorado

of 10758 West Centennial Road, Suite 200, Littleton, Colorado, 80127

(Borrower)

Ur-Energy Inc.

a company continued under the Canada Business Corporations Act having company number 437428-2

of 10758 West Centennial Road, Suite 200, Littleton, Colorado, 80127

(Parent)

Lost Creek ISR, LLC

a Wyoming limited liability company of 10758 West Centennial Road, Suite 200, Littleton, CO 80127

(Lost Creek)

RMB Australia Holdings Limited

a company existing under the laws of Australia having registration number ACN 003 201 214

of Level 13, 60 Castlereagh Street, Sydney, New South Wales 2000, Australia

(Financier)

RMB Resources, a division of FirstRand Bank Limited (London Branch)

registered in England & Wales (Branch Registration No. BR10027) of 20 Gracechurch Street, London EC3V 0BG

(Agent)

The meanings of the terms used in this document are set out below.

with respect to a Person:

1    any partner, officer, manager, director or managing agent of that Person or that Person’s Affiliates;

2    any spouse, parent, children or grandchildren (by birth or adoption) of that Person; and

3    any other Person (other than a Subsidiary):

·    that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, that Person;

·    that directly or indirectly beneficially owns or holds 10% or more of any class of voting stock or partnership or other voting interest of that Person or any Subsidiary of that Person; or

·    10% or more of the voting stock or partnership or other voting interest of which is directly or indirectly beneficially owned or held by that Person or a Subsidiary of that Person.

1    any consent, registration, filing, agreement, notice of non-objection, notarisation, certificate, licence, approval, permit, authority or exemption; and

2    in relation to anything which a Government Agency may prohibit or restrict within a specific period, the expiry of that period without intervention or action or notice of intended intervention or action.

1    in relation to the Borrower, a director, an executive officer or a company secretary; and

2    in relation to the Financier, a director, an associate director, a company secretary, an officer whose title contains the word ‘president’, ‘director’, ‘manager’ or ‘executive’, or a person performing the functions of any of them,

or in either case, a person appointed by a party to act as an Authorized Officer for the purposes of this agreement and the Transaction Documents.

for any repayment or prepayment, the amount (if any) by which:

1    the interest on the amount repaid or prepaid which the Financier should have received under this agreement (had the repayment or prepayment not occurred),

exceeds:

2    the return which that Financier would be able to obtain by placing the amount repaid or prepaid to it on deposit with a Reference Bank,

in each case for the period from the date of repayment or prepayment until the last day of the then current Interest Period applicable to the repaid or prepaid amount.

1    for the purposes of clause 20.3, a day on which banks are open for business in the city where the notice or other communication is received excluding a Saturday, Sunday or public holiday; and

2    for all other purposes, a day on which banks are open for business in Sydney, Australia, Denver, Colorado and London, England excluding a Saturday, Sunday or public holiday.

in respect of a period, means the Revenue for that period less the aggregate of the following amounts actually paid by the Borrower Group during that period (or, where not actually paid at the date of any calculation, projected to be paid by the Borrower Group during that period as contemplated in the Base Case Model):

1    Operating Costs, Sustaining Capital Expenditure and any other capital expenditure in accordance with the Base Case Model;

2    any other corporate overhead and administrative costs of the Borrower Group in accordance with the Base Case Model; and

3    any fees, Taxes or royalties paid to a Government Agency in respect of a Project and all Taxes (including income tax) (whether currently payable or levied or imposed after the date of this agreement) or royalties payable under the terms of any agreement in relation to the Mineral Rights.

any present or future law, regulation, treaty, order or official directive or request (which, if not having the force of law, would be complied with by a responsible financial institution) which:

1    commences, is introduced, or changes, after the date of this agreement; and

2    does not relate to a change in the effective rate at which Tax is imposed on the overall net income of a Finance Party or a change in franchise Taxes, any branch profit Taxes or similar Taxes imposed by any jurisdiction on a Finance Party.

a certificate:

1    in, or substantially in, the form of Schedule 5 signed by an Authorized Officer of the Borrower; and

2    setting out the information required to be provided under Schedule 5 and any other information agreed by the Borrower and the Lender from time to time.

in respect of a property, the presence of Pollutants:

1    in, on or under the property; or

2    in the ambient air and emanating from the property.

of a Person, includes the possession directly or indirectly of the power, whether or not having statutory, legal or equitable force, and whether or not based on statutory, legal or equitable rights, directly or indirectly, to do any of the following:

1    to control 50% or more of the total votes which might be cast at a general meeting of that Person;

2    to elect or appoint a majority of the board of directors or other governing body of that Person; or

3    to direct or cause the direction of the management and policies of that company whether by means of trusts, agreements, arrangements, understandings, the ownership of any interest in shares or stock of that company or otherwise.

the document comprising:

1    the consolidated cashflow budget for the Borrower Group covering the period to 31 December 2017; and

2    the cashflow budget for the Projects covering the period to 31 December 2017,

to be initially provided in accordance with clause 2.1(h) and then provided in an updated form under clauses 9.5 and 9.6(g).

1    an Event of Default; or

2    a Potential Event of Default.

1    any employee pension plan covered by the Employee Retirement Income Security Act of 1974 (PL 93-406, 2 September 1974), as amended; or

2    any Canadian pension plan which contains a ‘defined benefit provision’ as defined in subsection 147.1(1) of the Income Tax Act (Canada).

as applied to the property of any Person:

1    any mortgage, deed to secure debt, deed of trust, lien, pledge, charge, capital lease, conditional sale or other title retention agreement, or other security interest, security title or encumbrance of any kind in respect of any property of that Person or upon the income and profits from that property, whether that interest is based on the common law, statute or contract;

2    any arrangement, express or implied, under which any property of that Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Financial Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of that Person; and

3    the filing of, or any agreement to give, any financing statement under the Uniform Commercial Code of any state or its equivalent in any jurisdiction.

1    if the Pathfinder Acquisition Date has occurred, the environmental bonding instruments or cash bonds that have been posted with the appropriate Government Agency:

·     in relation to the Lost Creek Project in the amount of $9,857,000; and

·     in relation to the Pathfinder Uranium Projects in the amount of $12,198,563; or

2    if the Pathfinder Acquisition Date has not occurred, the environmental bonding instruments or cash bonds that have been posted with the appropriate Government Agency in relation to the Lost Creek Project in the amount of $9,857,000,

as they may be increased or supplemented by new bond amounts from time to time, in each case as may be required by any Government Agency.

any actual or potential Loss incurred or which may be incurred in connection with:

1    the investigation or remediation;

2    a claim by any third party;

3    any action, order, declaration or notice by a Government Agency under an Environmental Law; or

4    any agreement between a Transaction Party or Lost Creek and any:

·    owner or occupier of land; or

·    Government Agency,

of or in respect of Contamination of a Project or a Project Area.

a Tax measured or imposed by any jurisdiction on the net income of a Finance Party, franchise Taxes, or any branch profit Taxes or similar Taxes imposed by any jurisdiction on a Finance Party, but not a Tax:

1    calculated on or by reference to the gross amount of any payment (without allowance for any deduction) derived by a Finance Party under a Transaction Document or any other document referred to in a Transaction Document; or

2    imposed as a result of a Finance Party being considered a resident of or organized or doing business in that jurisdiction solely as a result of it being a party to a Transaction Document or any transaction contemplated by a Transaction Document.

1    if the proceeds of the first Funding Portion are to be applied for the purposes described in clauses 3.2(a) and 3.2(b), the date on which all of the conditions precedent in clauses 2.1, 2.2 and 2.3 are satisfied or waived by the Agent; or

2    if the proceeds of the first Funding Portion are to be applied for the purposes described in clauses 3.2(c) and 3.2(d), the date on which all of the conditions precedent in clauses 2.1 and 2.3 are satisfied or waived by the Agent.

any debt or other monetary liability in respect of moneys borrowed or raised or any financial accommodation including under or in respect of any:

1    bill, bond, debenture, note or similar instrument;

2    acceptance, endorsement or discounting arrangement;

3    Surety Obligation;

4    finance or capital Lease;

5    agreement for the deferral of a purchase price or other payment in relation to the acquisition of any asset or service;

6    obligation to deliver goods or provide services paid for in advance by any financier;

7    agreement for the payment of capital or premium on the redemption of any preference shares; or

8    Hedging Agreements,

and irrespective of whether the debt or liability:

9    is present or future;

10  is actual, prospective, contingent or otherwise;

11  is at any time ascertained or unascertained;

12  is owed or incurred alone or severally or jointly or both with any other person; or

13  comprises any combination of the above.

in relation to an entity, the following financial statements and information in relation to the entity (or the equivalent financial statements or information in the jurisdiction of the entity), prepared in accordance with the Accounting Standards, for its financial quarter, financial half-year (if available) or financial year:

1    a statement of financial performance;

2    a statement of financial position; and

3    a statement of cashflows.

1    an act of God;

2    an act of terrorism or any other unlawful act against public order or authority;

3    a restraint by a Government Agency; and

4    any other event which a reasonable person could not foresee or reasonably make provision for or insure against,

which wholly or partially prevents, hinders, obstructs, delays or interferes with the development or operation of a Project.

in respect of an Interest Period, the aggregate of:

1    LIBOR for that Interest Period; and

2    the Margin.

1    the Parent;

2    until it is released as a Guarantor under clause 9.27(a)(2), Lost Creek; and

3    any Person that has entered into a Guarantee Assumption Agreement and has provided to the Financier all other documentation required under clause 14.17.

1    the fee described in clause 16.1;

2    all Taxes and registration fees payable on or with respect to the Transaction Documents;

3    the reasonable legal fees in relation to the preparation, negotiation and completion of the Transaction Documents and all related matters; and

4    all other reasonable fees, costs and expenses (including travel costs, fees payable to any independent technical expert and other disbursements) of the Finance Parties.

in respect of each Project:

1    the mineral rights described in Attachment 1 and Attachment 2 (as applicable);

2    any other mining claim or right owned by Lost Creek or, following the Pathfinder Acquisition Date, Pathfinder, which the Agent reasonably designates by notice to the Borrower to be a ‘Key Mineral Right’;

3    any present or future renewal, extension, modification, substitution, amalgamation or variation of any of the land and interests in land described in paragraphs 1 and 2; and

4    any present or future application for or interest in any of the above, which confers or which, when granted, will confer the same or similar rights.

in relation to an Interest Period for a Funding Portion, means the rate per cent per annum determined by the Agent to be:

1    the average of the rates quoted on the LIBOR01 Page as being the rate per annum at which US Dollar deposits are offered for a period equivalent to the Interest Period at about 11.00 am (London time) on the Value Date, eliminating the highest and lowest rates and rounding up the resultant figure to 4 decimal places;

2    where 2 or fewer rates are quoted for the relevant period on the LIBOR01 Page at the relevant time, the average of the rates notified to the Agent by each Reference Bank to be the rate per annum at which US Dollar deposits are offered to that Reference Bank for a period equivalent to the Interest Period at about 11.00 am (London time) on the Value Date, rounding up the resultant figure to 4 decimal places; or

3    if LIBOR cannot be determined in accordance with paragraphs 1 or 2 of this definition, then the rate calculated in accordance with clause 5.6.

on any date, means the figure calculated in accordance with the formula:

where:

LLCR is the Loan Life Cover Ratio on that date;

CADS is the CADS contemplated in the Base Case Model for the period from that date up to the Final Repayment Date, discounted to present value at the Funding Rate then applying, on a continuous basis with quarterly rests; and

PP is the aggregate of the amounts of the Principal Outstanding under this agreement, the First Facility Agreement and the Third Corporate Facility Agreement on that date, taking into account any repayments or prepayments under any of those agreements made on that date. In this paragraph, the term ‘Principal Outstanding’ has the meaning given to that term in this agreement, the First Facility Agreement and the Third Corporate Facility Agreement, as applicable.

1    the agreement entitled ‘Mortgage, Assignment of Revenues, Security, Agreement, Fixture Filing and Financing Statement’ dated 24 June 2013 granted by Lost Creek in favour of the Finance Parties in relation to, among other things, the Mineral Rights for the Lost Creek Project; and

2    the agreement entitled ‘Mortgage, Assignment of Revenues, Security, Agreement, Fixture Filing and Financing Statement’ dated on or about the date of the Amendment and Restatement Agreement granted by Lost Creek in favour of the Finance Parties in relation to, among other things, the Mineral Rights for the Lost Creek Project.

1    debentures, stocks, shares or bonds of any government, of any local Government Agency, or of any body corporate, association or society, and includes any right or option in respect of shares in any body corporate;

2    any unit (whatever called) in a trust estate which represents a legal or beneficial interest in any of the income or assets of a trust estate and includes, but is not limited to, any option to acquire any unit as described in this paragraph 2;

3    any option or right in respect of an unissued share;

4    any convertible note; and

5    any instrument or security which is a combination of any of the above.

a material adverse effect on:

1    any Transaction Party’s ability to perform any of its obligations under any Transaction Document;

2    the rights of the Finance Parties under, or the enforceability of, a Transaction Document;

3    the value of the Secured Property; or

4    the assets, business or operations of any Transaction Party or Lost Creek (including a Project and the Project Assets relating to that Project).

1    each of the State Documents;

2    the Pathfinder SPA;

3    the Offtake Agreements;

4    any agreement or contract described in clause 9.15(f);

5    the Converdyn Agreement; and

6    any other agreement:

·     to which a Transaction Party or Lost Creek is a party; and

·     that is, in the reasonable opinion of the Agent, material to the development of a Project and which the Agent notifies the Borrower is to be a Material Agreement.

in respect of a Project:

1    all of the mineral rights (including the Key Mineral Rights) described in Error! Reference source not found. and Attachment 1 and Attachment 2 (as applicable);

2    all entitlements of Lost Creek and Pathfinder under the provisions of any relevant Mining Law to conduct exploration or mining activities in any part of the Project Area relating to that Project;

3    any present or future interest from time to time held by or on behalf of Pathfinder or Lost Creek in any present or future right, lease, licence, patented or unpatented mining claim or millsite, permit, plan of operations or other authority which confers or may confer a right to prospect or explore for or mine any metals or minerals on the land the subject of the mining claims or State Leases with respect to that Project;

4    any present or future renewal, extension, modification, substitution, amalgamation or variation of any of the mineral rights described above (whether extending over the same or a greater or lesser area); and

5    any present or future application for or an interest in any of the above which confers or which, when operated, will confer the same or similar rights.

each approval of the NYSE MKT that is required in connection with the transactions contemplated in the Transaction Documents, including:

1    the provision of the Facility;

2    the issuance of the Warrants; and

3    the issuance and listing of Shares on the exercise of the Warrants.

1    in relation to a Transaction Party which is a corporation, a director, secretary, chief executive officer, chief financial officer, treasurer, president or vice president or a person notified to be an authorized officer, of the Transaction Party;

2    in relation to a Transaction Party which is a limited liability company, the manager of that Transaction Party or a person notified to be an authorized officer of that Transaction Party; and

3    in relation to a Finance Party, a director, secretary or any person whose title includes the word ‘Director’, ‘Managing Director’, ‘Manager’ or ‘Vice President’, and any other person appointed by the Finance Party to act as its authorized officer for the purposes of this agreement.

the aggregate of:

1    the Overdue Margin;

2    the Margin; and

3    LIBOR on the relevant date on which the Overdue Rate is calculated under clause 17, as determined by the Agent in accordance with the definition of LIBOR in this clause 1.1 except that in making the determination all references in that definition to:

·    ‘Interest Period’ are references to a period of 30 days;

·    ‘Value Date’ are to the relevant date on which the Overdue Rate is calculated under clause 17; and

·    ‘Funding Portion’ are to the relevant overdue amount.

1    sale of Product pursuant to the Offtake Agreements or otherwise on normal commercial terms;

2    any Disposal on normal commercial terms of obsolete assets or, in the case of Project Assets, assets that are surplus or otherwise no longer required for the purpose of a Project;

3    any Disposal on normal commercial terms of assets (excluding Project Assets) if the proceeds of the Disposal are used at or about the same time to acquire replacement assets of comparable or superior value, type and quality which are to be used for a similar purpose;

4    any payment of cash as consideration for the acquisition of any assets or services on normal commercial terms;

5    any Disposal which is required to be made under any applicable law or an order or directive made by any Government Agency;

6    any Disposals which constitute Permitted Encumbrances or in connection with Permitted Financial Indebtedness;

7    a Disposal arising under a Permitted Royalty;

8    any Disposal of assets (other than Project Assets) not included in paragraphs 1 to 7 (inclusive) where the market value (in aggregate) does not exceed $5,000,000; and

9    any other Disposal made with the prior written consent of the Agent.

1    any Security;

2    any Third Corporate Facility Security;

3    any other Encumbrance in favour of the Financier;

4    any Encumbrance which is approved in writing by the Financier;

5    any Encumbrance created under the Converdyn Agreement, or other agreements entered into in respect of conversion and storage services at the Converdyn facility at Metropolis, Illinois, the Cameco facility at Port Hope and Comurhex facility in France, in the ordinary course of business;

6    the interests described in the UCC financing statements listed in Schedule 10;

7    any Encumbrance arising under a State Document;

8    any operating lease of personal property entered into in the ordinary course of business and having a term (including renewals) of greater than one year that are deemed to be Encumbrances under applicable law;

9    any cash or cash equivalent on deposit with any person as collateral for obligations in connection with Environmental Bonding;

10  any Encumbrance for purchase money mortgages and other security interests on equipment acquired, leased or held by any Transaction Party or Lost Creek (including equipment held by any such Person as lessee under leveraged leases) in the ordinary course of business to secure the purchase price of or rental payments with respect to the equipment or to secure indebtedness incurred solely for the purpose of financing the acquisition (including acquisition as lessee under leveraged leases), construction or improvement of any of the equipment, as long as that the property secured by that Encumbrance is limited to the relevant equipment;

11  (i) Encumbrances of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial code in effect in the relevant jurisdiction; and

(ii) Encumbrances of any depositary bank in connection with rights of set-off and recoupment with respect to any deposit account of any Transaction Party or Lost Creek as permitted under clause 9.18; and 

12  any Encumbrance arising by operation of law in the ordinary course of business in good faith including (a) workman's, contractor’s, subcontractor’s, mechanic’s, materialman’s, supplier’s, solicitor's or other similar statutory liens, (b) liens in favour of any Government Agency, (c) liens for taxes, assessments and governmental charges or levies not yet due and payable, (d) the terms and conditions of mineral leases under which any Transaction Party or Lost Creek is a lessee, and liens affecting the interests of any third party lessor as the property owner under the relevant lease, (e) the terms and conditions of the State Leases, and liens affecting the interests of the State of Wyoming as the property owner under the relevant lease, and (f) liens of pledges or deposits under workers’ compensation laws or similar legislation, unemployment insurance or other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, governmental contracts, performance and return of money bonds and similar obligations, but in each case only for so long as:

·     there is no default in payment of any money or performance of any obligation secured by the relevant Encumbrance; and

·     there are adequate holdbacks being maintained as required by applicable law,

but not including any Encumbrance arising due to the failure to observe any statute or contract.

any financial accommodation or any Surety Obligation provided by a Transaction Party or Lost Creek in respect of financial accommodation:

1    under the Transaction Documents;

2    under the Transaction Documents (as that term is defined in the First Facility Agreement and the Third Corporate Facility Agreement);

3    to another Transaction Party or Lost Creek, to the extent provided in the Corporate and Project Budget and the Base Case Model;

4    under the Environmental Bonding arrangements; or

5    with the Agent’s prior written consent.

1    any liability of a Transaction Party or Lost Creek under any agreement entered into in the ordinary course of business for the acquisition of any asset or service where payment for the asset or service is deferred for a period of not more than 90 days;

2    any Financial Indebtedness incurred by one Transaction Party or Lost Creek to another Transaction Party or Lost Creek;

3    any Financial Indebtedness incurred or permitted to be incurred under the State Documents;

4    any Financial Indebtedness incurred or permitted to be incurred under any Transaction Document;

5    any Financial Indebtedness incurred or permitted to be incurred under the First Facility Agreement or the Third Corporate Facility Agreement;

6    any Financial Indebtedness entered into by a Transaction Party or Lost Creek, the aggregate outstanding principal amount of which does not at any time exceed $500,000;

7    any Financial Indebtedness (including any surety) incurred under or in respect of any reclamation bond; and

8    any other Financial Indebtedness approved by the Agent.

1    any zoning or similar law or right reserved to or vested in any Government Agency to control or regulate the use of any real property;

2    registered restrictions, covenants, land use contracts, building schemes, declarations of covenants, conditions and restrictions, servicing agreements in favour of any Government Agency, easements, rights-of-way, servitudes or other similar rights in or with respect to real property (including open space and conservation easements, restrictions or similar agreements and rights of way and servitudes for railways, water, sewer, drainage, gas and oil pipelines, electricity, light, power, telephone, telegraph, internet or cable television services and utilities) granted to or reserved by other Persons or properties, which, in the aggregate, do not materially impair the use of the subject property or asset for its intended purposes or the operation of the business of that Person, but each of the above will only be taken to be a Permitted Interest for so long as its terms have been complied with;

3    any right reserved to or vested in any Government Agency, by the terms of any permit, licence, certificate, order, grant, classification (including any zoning laws and ordinances and similar legal requirements), registration or other consent, approval or authorisation acquired by a Person from any Government Agency, to terminate any permit, licence, certificate, order, grant, classification, registration or other consent, approval or authorisation or to require annual or other payments as a condition to the continuance of that right and which, in the aggregate, do not materially impair the use of or the operation of the business or property; and

4    the interests listed in Schedule 8.

each of:

1    the Lost Creek Project; and

2    following the Pathfinder Acquisitions Date, the Pathfinder Uranium Projects,

and Projects means all of them, and a reference to ‘Project’ in the definition of ‘CADS’ includes the Pathfinder Uranium Projects even if the Pathfinder Acquisition Date has not yet occurred.

each of:

1    the area the subject of the Key Mineral Rights for the Lost Creek Project; and

2    the area the subject of the Key Mineral Rights for the Pathfinder Uranium Projects,

and Project Areas means all of them.

in respect of a Project, all the right, title and interest both present and future of any Transaction Party or Lost Creek which is attributable to the Project and includes all the right, title and interest both present and future of a Transaction Party or Lost Creek in, to, under or derived from:

1    the Key Mineral Rights for the Project;

2    the Product;

3    any title to or interest in land in the Project Area now or at a later time held by a Transaction Party or Lost Creek;

4    every contract for the use by any third party of any of the assets and property included in the Project or the Project Area;

5    Authorizations in relation to the Project or the Project Area;

6    the relevant Project Documents for the Project and any other contract, agreement, permit, lease, licence, consent, easement, right of way and other rights or interests in land, which relate to the operation or maintenance of the Project or the Project Area or to the exploration, mining, production, transportation, storage, treatment, processing or marketing of the Product;

7    all exploration and mining information, documents, maps, reports, records, studies and other written data, including all data stored on magnetic tapes, disks or diskettes or any other computer storage media, relating to geological, geochemical and geophysical work, feasibility studies and other operations conducted with respect to the Project Area;

8    all buildings, improvements, structures, systems, fixtures, plant, machinery, equipment, tools and other personal property at any time used or intended for use in connection with or incidental to the development of the Project and the exploration, mining, storage, transporting, and processing of Product and all associated facilities and infrastructure (including any treatment or processing plant); and

9    every contract for the use by any third party of any of the assets described in paragraphs 1 to 8 inclusive.

1    the State Leases;

2    all instruments and indicia of title to the Key Mineral Rights and Mineral Rights and all other documentation and agreements under which a Transaction Party or Lost Creek derives the right to conduct mining or exploration in the Project Areas;

3    any other contractual interests in real property that comprise a portion of the Key Mineral Rights;

4    each Material Agreement;

5    all agreements evidencing the Environmental Bonding arrangements;

6    any other document executed from time to time by any person in respect of the documents described in paragraphs 1 to 5 inclusive or which is collateral, supplementary or related to those documents; and

7    any other document that the Agent and the Borrower agree in writing to be a Project Document.

on any date, means the figure calculated in accordance with the formula:

where:

PLCR is the Project Life Cover Ratio on that date;

CADS is the CADS contemplated in the Base Case Model for the period from that date up to the End Date, discounted to present value at the Funding Rate then applying, on a continuous basis with quarterly rests; and

PP is the aggregate of the amounts of the Principal Outstanding under this agreement, the First Facility Agreement and the Third Corporate Facility Agreement on that date, taking into account any repayments or prepayments under any of those agreements made on that date. In this paragraph, the term ‘Principal Outstanding’ has the meaning given to that term in this agreement, the First Facility Agreement and the Third Corporate Facility Agreement, as applicable.

1    Barclays Bank plc;

2    JPMorgan Chase Bank; and

3    Royal Bank of Scotland plc,

and any other bank or financial institution nominated by the Agent.

for any period, means the aggregate of the following amounts actually received (or, where not received at any date of calculation, projected to be actually received as contemplated in the Base Case Model) by the Borrower during that period:

1    Sales Proceeds; and

2    any other money received in connection with the Projects (including proceeds of Disposals of assets and insurance proceeds) and for any purpose whatsoever,

but excluding:

3    the proceeds of a Funding Portion and any other financial accommodation made available by the Lender; and

4    the proceeds of any insurance in respect of liabilities to third parties.

1    the Offtake Agreements; and

2    any other contract, agreement or arrangement for the sale, transfer or other disposal of Product, or any contract, agreement or arrangement for any agency for sale, exchange, transfer or other disposal, of Product.

all debts and monetary liabilities of each Transaction Party to the Finance Parties under or in relation to any Transaction Document and in any capacity, irrespective of whether the debts or liabilities:

1    are present or future;

2    are actual, prospective, contingent or otherwise;

3    are at any time ascertained or unascertained;

4    are owed or incurred by or on account of any Transaction Party alone, or severally or jointly with any other person;

5    are owed to or incurred for the account of any Finance Party alone, or severally or jointly with any other person;

6    are owed to any other person as agent (whether disclosed or not) for or on behalf of any Finance Party;

7    are owed or incurred as principal, interest, fees, charges, Taxes, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses, or on any other account;

8    are owed to or incurred for the account of any Finance Party directly or as a result of:

·    the assignment or transfer to any Finance Party of any debt or liability of any Transaction Party (whether by way of assignment, transfer or otherwise); or

·    any other dealing with any such debt or liability;

9    are owed to or incurred for the account of a Finance Party before the date of this agreement or before the date of any assignment of this agreement to any Finance Party by any other person or otherwise; or

10  comprise any combination of the above.

1    the Borrower Security Agreement;

2    the Lost Creek Mortgage until released in accordance with its terms under clause 9.27(a)(1);

3    the Lost Creek Pledge Agreement until released in accordance with its terms under clause 9.27(a)(1);

4    the pledge over all of the outstanding and future shares in the capital stock of Pathfinder to be granted by the Borrower in favour of the Agent and the Financier under clause 2.2(c);

5    the guarantee and indemnity given by a Guarantor under clause 14.17;

6    the Deposit Account Control Agreement;

1    the State Financing Agreement;

2    the agreement entitled ‘Mortgage, Assignment of Revenues, Security, Agreement, Fixture Filing and Financing Statement’ to be granted by Lost Creek in favour of Sweetwater County, Wyoming in relation to the Mineral Rights for the Lost Creek Project;

3    the guarantee agreements, each entitled ‘Guarantee’, to be granted by the Borrower and the Parent in favour of Sweetwater County, Wyoming;

4    the indenture of trust to be made between Sweetwater County, Wyoming and the trustee identified in that indenture of trust;

5    the pledge over all of the outstanding and future membership interests of Lost Creek to be granted by the Borrower in favour of Sweetwater County, Wyoming; and

6    other related security documents entered into between Lost Creek, Sweetwater County, Wyoming and the trustee identified in those security documents.

1    State of Wyoming Uranium Lease No. 0-40814;

2    State of Wyoming Uranium Lease No. 0-41041;

3    State of Wyoming Uranium Lease No. 0-41765; and

4    State of Wyoming Uranium Lease No. 0-42115.

any guaranty, suretyship, letter of credit, letter of comfort or any other obligation:

1    to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of;

2    to indemnify any person against the consequences of default in the payment of; or

3    to be responsible for,

any debt or monetary liability of another person or the assumption of any responsibility or obligation in respect of the insolvency or the financial condition of any other person.

1    any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding including goods and services tax; or

2    any income, stamp or transaction duty, tax or charge,

which is assessed, levied, imposed or collected by any Government Agency and includes any interest, fine, penalty, charge, fee or other amount imposed on or in respect of any of the above.

1    this agreement;

2    each Security Document;

3    any Guarantee Assumption Agreement;

4    the Promissory Note;

5    the Warrant Certificate;

6    any document or agreement entered into or given under any of the above;

7    any other document that the Agent and the Borrower agree in writing to be a Transaction Document; and

8    all amendments, modifications, extensions, replacements and substitutions to any of the above.

1    the Borrower;

2    each Guarantor;

3    each Security Provider; and

4    any other person that the Borrower and the Agent agree is a Transaction Party.

each approval of the TSX that is required in connection with the transactions contemplated in the Transaction Documents, including:

1    the provision of the Facility;

2    the issuance of the Warrants; and

3    the issuance and listing of Shares on the exercise of the Warrants.