[tlogo1.jpg] Agreement Execution Version Second Amendment and Restatement Agreement - Facility Agreement Ur-Energy USA Inc. Ur-Energy Inc. Pathfinder Mines Corporation RMB Australia Holdings Limited RMB Resources, a division of FirstRand Bank Limited (London Branch) QV.1 Building 250 St Georges Terrace Perth WA 6000 Australia T 920-294-5304 F 920-294-5304 GPO Box U1942 Perth WA 6845 Australia herbertsmithfreehills.com DX 104 Perth [tlogo.jpg] Contents Table of contents 1 Definitions and interpretation 4 1.1 Definitions 4 1.2 Interpretation 4 1.3 Interpretation of inclusive expressions 4 1.4 Incorporated definitions 4 1.5 Agreement components 4 2 Amendment 5 2.1 Amendment to Facility Agreement 5 2.2 Amendments not to affect validity, rights, obligations 5 2.3 Confirmation 5 2.4 Guarantor acknowledgments 6 3 Conditions 6 3.1 Conditions precedent 6 3.2 Notice to Borrower 6 4 Representations and Warranties 6 5 General 7 5.1 Notices 7 5.2 Governing law and jurisdiction 7 5.3 Further action 7 5.4 Costs and expenses 7 5.5 Stamp duty 7 5.6 Counterparts 7 5.7 Attorneys 7 Schedule 1 Amended and Restated Facility Agreement 8 Herbert Smith Freehills owns the copyright in this document and using it without permission is strictly prohibited. Second Amendment and Restatement Agreement - Facility Agreement Contents 1 [tlogo.jpg] Second Amendment and Restatement Agreement - Facility Agreement Date ► February , 2014 Between the parties Borrower Ur-Energy USA Inc. a corporation incorporated under the laws of Colorado of 10758 West Centennial Road, Suite 200, Littleton, Colorado, 80127 (Borrower) Parent 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) Pathfinder Pathfinder Mines Corporation a corporation incorporated under the laws of Delaware, United States of America of 10758 West Centennial Road, Suite 200, Littleton, Colorado, 80127 (Pathfinder) Financier 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) Agent 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) Second Amendment and Restatement Agreement - Facility Agreement Page 2 [tlogo.jpg] Contents Background The parties to the Facility Agreement wish to amend it in the manner set out in, and subject to the terms of, this agreement. The parties agree: as set out in the operative part of this agreement, in consideration of, among other things, the mutual promises contained in this agreement. Second Amendment and Restatement Agreement - Facility Agreement Contents 3 [tlogo.jpg] 1Definitions and interpretation 1.1Definitions The meanings of the terms used in this document are set out below. Term Meaning Amended Facility Agreement the Facility Agreement as amended and restated in accordance with clause 2. Effective Date the date on which the Agent has notified the Borrower in accordance with clause 3.2. Facility Agreement the facility agreement dated 24 June 2013 entered into between certain of the parties to this agreement, as amended and restated by the agreement entitled ‘Amendment and Restatement Agreement – Facility Agreement’ dated 27 August 2013 between certain of the parties to this agreement and further amended by the agreement entitled ‘Amendment Agreement – Facility Agreement’ dated 19 December 2013 between certain of the parties to this agreement. 1.2Interpretation (a)This agreement is supplemental to the Facility Agreement. (b)The principles of interpretation contained in clause 1.2 of the Facility Agreement apply, with any necessary changes, to this agreement. 1.3Interpretation of inclusive expressions Specifying anything in this agreement after the words ‘includes’ or ‘for example’ or similar expressions does not limit what else is included unless there is express wording to the contrary. 1.4Incorporated definitions A word or phrase, other than one defined in clause 1.1, defined in the Amended Facility Agreement has the same meaning when used in this agreement. 1.5Agreement components This agreement includes any schedule. Second Amendment and Restatement Agreement - Facility Agreement Page 4 [tlogo.jpg] Schedule 1 Amended and Restated Facility Agreement 2Amendment 2.1Amendment to Facility Agreement On and with effect from the Effective Date, the Facility Agreement is amended and restated as set out in Schedule 1. 2.2Amendments not to affect validity, rights, obligations (a)The amendments to the Facility Agreement in clause 2.1 do not affect the validity or enforceability of the Facility Agreement, Amended Facility Agreement or any other Transaction Document. (b)Except as expressly set out in this agreement, nothing in this agreement: (1)prejudices or adversely affects any right, power, authority, discretion or remedy; or (2)discharges, releases or otherwise affects any liability or obligation arising under the Facility Agreement, Amended Facility Agreement or any other Transaction Document before the Effective Date. 2.3Confirmation (a)On and with effect from the Effective Date, each party is bound by the Amended Facility Agreement. (b)Each party acknowledges and agrees that: (1)this agreement is a ‘Transaction Document’ as defined in, and for all purposes under, the Amended Facility Agreement. (2)the Borrower Security Agreement, the Pathfinder Security Agreement, the Pathfinder Pledge Agreement and the Pathfinder Mortgages, all of which have been granted to and in favour of the Financier as security for the obligations arising under, among other things, the Facility Agreement, remain in full force and effect and constitute legal, valid and binding obligations on the Borrower and Pathfinder, enforceable against them in accordance with their terms; (3)the security interests, mortgages, charges, liens, assignments, transfers and pledges granted by the Borrower and Pathfinder to and in favour of the Financier pursuant to the Borrower Security Agreement, the Pathfinder Security Agreement, the Pathfinder Pledge Agreement and the Pathfinder Mortgages secure and continue to secure payment and performance when due of all debts, liabilities and obligations, direct or indirect, absolute or contingent, mature or unmatured of the Borrower and Pathfinder to the Financier now or after the date of this agreement existing from time to time pursuant, including in connection with the Amended Facility Agreement, and any other document given for the benefit of the Financier to which the Borrower, the Parent or Pathfinder is a party; and (4)the debts, liabilities and obligations referred to in clauses 2.3(b)(2) and (4) constitute: (A)‘Obligations’ as that term is defined in the Borrower Security Agreement, the Pathfinder Security Agreement and the Pathfinder Pledge Agreement; and Second Amendment and Restatement Agreement - Facility Agreement Page 5 [tlogo.jpg] Schedule 1 Amended and Restated Facility Agreement (B)‘Liabilities’ as that term is defined in each of the Pathfinder Mortgages. 2.4Guarantor acknowledgments Each Guarantor confirms that its obligations under its Guarantee in the Facility Agreement continue to apply despite the amendments contemplated or effected by this agreement. 3Conditions 3.1Conditions precedent The operation of clause 2.1 is subject to and conditional on the Agent receiving each of the following in form and substance satisfactory to the Agent: (a)officer’s certificates: an officer’s certificate given in respect of each Transaction Party; (b)constitution: certified copy of the memorandum and articles of association, articles of incorporation, amalgamation, articles of organization, by-laws, constitution, operating agreement, or other constituent documents of each Transaction Party, or evidence that those documents have not varied from the time they were last delivered; (c)corporate authorization: a certified copy of a resolution of the board of directors for each Transaction Party, approving the transactions contemplated by this agreement, authorizing execution by each Transaction Party of this agreement, and authorizing a person or persons (being Authorized Officers) to sign notices, certificates or other documents in connection with this agreement on behalf of the Transaction Party; (d)execution of documents: an original of this agreement duly executed by all parties other than the Finance Parties and, where applicable: (1)with evidence satisfactory to the Agent that all Taxes applicable to the agreement have been or will be duly paid; and (2)in recordable form together with all executed documents necessary to record them; (e)other matters: any other certificates, authorisations, documents, matters or things which the Agent reasonably requires. 3.2Notice to Borrower The Agent must give notice to the Borrower as soon as practicable after the conditions precedent in clause 3.1 have been satisfied. 4Representations and Warranties Each Transaction Party affirms and repeats each of the representations and warranties given by it in clause 8 of the Amended Facility Agreement as if it were made at the date of execution of this agreement with respect to the facts and circumstances then subsisting. Second Amendment and Restatement Agreement - Facility Agreement Page 6 [tlogo.jpg] Schedule 1 Amended and Restated Facility Agreement 5General 5.1Notices A notice given under this agreement must be given in accordance with the Facility Agreement. 5.2Governing law and jurisdiction (a)This agreement is governed by the laws of the State of Colorado and the laws of the United States of America which are applicable in the State of Colorado. (b)Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the State or Federal courts of the State of Colorado. 5.3Further action Each party must do all things and execute all further documents necessary to give full effect to this agreement. 5.4Costs and expenses The Borrower must pay all reasonable costs and expenses of the Finance Parties in relation to the negotiation, preparation, execution, delivery, stamping and completion of this agreement. 5.5Stamp duty The Borrower must pay any stamp duty or similar Tax which is payable in connection with the execution or performance of this agreement. 5.6Counterparts (a)This agreement may be executed in any number of counterparts. (b)All counterparts, taken together, constitute one instrument. (c)A party may execute this agreement by signing any counterpart. 5.7Attorneys Each of the attorneys executing this agreement states that the attorney has no notice of the revocation of the power of attorney appointing that attorney. Second Amendment and Restatement Agreement - Facility Agreement Page 7 [tlogo.jpg] Schedule 1 Amended and Restated Facility Agreement Second Amendment and Restatement Agreement - Facility Agreement Page 8 [tlogo1.jpg] Agreement Execution Version Second Amended and Restated Facility Agreement Ur-Energy USA Inc. Ur-Energy Inc. Pathfinder Mines Corporation RMB Australia Holdings Limited RMB Resources, a division of FirstRand Bank Limited (London Branch) QV.1 Building 250 St Georges Terrace Perth WA 6000 Australia Telephone 920-294-5304 Facsimile 920-294-5304 GPO Box U1942 Perth WA 6845 Australia www.herbertsmithfreehills.com DX 104 Perth [tlogo.jpg] Contents Table of contents The agreement 1 Operative part 3 1 Definitions and interpretations 3 1.1 Definitions 3 1.2 Interpretations 28 1.3 Inclusive expressions 29 1.4 Business Day 29 1.5 Accounting Standards 29 2 Conditions precedent and conditions subsequent 30 2.1 Conditions precedent to the first Tranche 2 Facility Funding Portion 30 2.2 Conditions precedent to all Funding Portions 30 2.3 Benefit of conditions precedent 30 3 Commitment, purpose and availability of Facility 31 3.1 Provision of Commitment 31 3.2 Purpose 31 3.3 Cancellation of Commitment during Availability Period 31 3.4 Cancellation at end of Availability Period 31 3.5 Voluntary prepayment – Tranche 1 Facility 31 3.6 Mandatory prepayment – Tranche 1 Facility 32 3.7 Cancellations and prepayments in inverse order – Tranche 1 Facility 32 4 Funding and rate setting procedures 32 4.1 Delivery of Funding Notice 32 4.2 Requirements for a Funding Notice 32 4.3 Irrevocability of Funding Notice 33 4.4 Amount of Funding Portions 33 4.5 Frequency of Funding Portions 33 4.6 Interest Periods 33 4.7 Determination of Funding Rate 33 5 Facility 34 5.1 Provision of Funding Portions 34 5.2 Repayment – Tranche 1 Facility 34 5.3 Repayment – Tranche 2 Facility 34 5.4 Repayment of other Secured Moneys 34 5.5 Interest 34 5.6 Calculation of per annum interest rate 35 5.7 Market Disruption Event 35 6 Payments 36 6.1 Manner of payment 36 6.2 Payments on a Business Day 36 6.3 Payments in gross 36 6.4 Additional payments 36 6.5 Taxation deduction procedures 36 6.6 Tax Credit 37 Facility Agreement page 1 [tlogo.jpg] Contents 6.7 Tax affairs 37 6.8 Amounts payable on demand 37 6.9 Appropriation of payments 37 6.10 Currency exchanges 38 6.11 Status of Finance Parties 38 7 Warrants 38 7.1 Warrants 38 7.2 Issue of Warrants 38 7.3 Exercise of Warrants 38 7.4 Ranking of Shares and Warrants 39 7.5 Registration under Securities Laws 39 7.6 Approvals for issue of Shares 40 8 Representations and warranties 40 8.1 General representations and warranties 40 8.2 Projects representations and warranties 44 8.3 Survival and repetition of representations and warranties 46 8.4 Reliance by Finance Parties 47 9 Undertakings 47 9.1 Conduct of Projects 47 9.2 Projects Covenants 47 9.3 Environmental issues 48 9.4 Mineral Rights 48 9.5 Corporate and Project Budget 49 9.6 Provision of information and reports 49 9.7 Proper accounts 51 9.8 Notices to the Agent 51 9.9 Corporate existence 52 9.10 Compliance 52 9.11 Maintenance of capital 52 9.12 Compliance with laws and Authorizations 52 9.13 Establishment of Defined Benefit Plan 53 9.14 Payment of debts, outgoings and Taxes 53 9.15 Project Documents 53 9.16 Amendments to constitution 54 9.17 Negative pledge and disposal of assets 54 9.18 No change to business 55 9.19 Financial accommodation and Financial Indebtedness 55 9.20 Arm’s length transactions 55 9.21 Restrictions on Distributions and fees 56 9.22 Undertakings regarding Secured Property 56 9.23 Insurance 57 9.24 Term of undertakings 59 9.25 Release of Security 59 10 Funding Account 59 10.1 Establishment of Funding Account 59 10.2 Flow of funds from Funding Account 60 11 Events of Default and Review Events 60 11.1 Events of Default 60 Facility Agreement page 2 [tlogo.jpg] Contents 11.2 Effect of Event of Default 63 11.3 Transaction Parties to continue to perform 64 11.4 Enforcement 64 11.5 Review Event 64 12 Increased costs and illegality 65 12.1 Increased costs 65 12.2 Illegality 65 12.3 Reduction of Commitment 66 12.4 Patriot Act 66 13 Guaranty and indemnity 66 13.1 Guaranty 66 13.2 Payment 66 13.3 Securities for other money 66 13.4 Amount of Secured Moneys 66 13.5 Proof by Financier 67 13.6 Avoidance of payments 67 13.7 Indemnity for avoidance of Secured Moneys 67 13.8 No obligation to marshal 68 13.9 Non-exercise of Guarantor’s rights 68 13.10 Principal and independent obligation 68 13.11 Suspense account 69 13.12 Unconditional nature of obligations 69 13.13 No competition 71 13.14 Continuing guaranty 72 13.15 Variation 72 13.16 Judgments 72 13.17 Accession of Guarantors 72 14 Indemnities and Break Costs 73 14.1 General indemnity 73 14.2 Break Costs 73 14.3 Continuing indemnities and evidence of Loss 74 15 Fees, Tax, costs and expenses 74 15.1 Arrangement fee 74 15.2 Commitment fee 74 15.3 Tax 74 15.4 Costs and expenses 75 16 Interest on overdue amounts 75 16.1 Payment of interest 75 16.2 Accrual of interest 75 16.3 Rate of interest 75 17 Assignment 76 17.1 Assignment by Transaction Party 76 17.2 Borrower obligation in registered form 76 17.3 Assignment by Finance Party 76 17.4 Assist 76 17.5 Lending Office 77 17.6 No increase in costs 77 Facility Agreement page 3 [tlogo.jpg] Contents 18 Saving provisions 77 18.1 No merger of security 77 18.2 Exclusion of moratorium 77 18.3 Conflict 77 18.4 Consents 77 18.5 Principal obligations 78 18.6 Non-avoidance 78 18.7 Set-off authorized 78 18.8 Agent’s certificates and approvals 78 18.9 No reliance or other obligations and risk assumption 79 18.10 Power of attorney 79 19 General 79 19.1 Confidential information 79 19.2 Transaction Party to bear cost 80 19.3 Notices 80 19.4 Governing law and jurisdiction 80 19.5 Prohibition and enforceability 81 19.6 Waivers 81 19.7 Variation 81 19.8 Cumulative rights 81 19.9 Attorneys 82 19.10 Counterparts 82 Schedules Notice Details 84 Funding Notice 86 Tranche 1 Facility Repayment Schedule 87 Promissory Note 88 Borrower Group Structure Diagram 90 Guarantee Assumption Agreement 91 Permitted Interests 94 Permitted Royalties 101 UCC Financing Statements 111 Signing page 113 Facility Agreement page 4 [tlogo.jpg] The agreement Facility Agreement Date ► Between the parties Borrower Ur-Energy USA Inc. a corporation incorporated under the laws of Colorado of 10758 West Centennial Road, Suite 200, Littleton, Colorado, 80127 (Borrower) Parent 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) Pathfinder Pathfinder Mines Corporation a corporation incorporated under the laws of Delaware of 10758 West Centennial Road, Suite 200, Littleton, Colorado, 80127 (Pathfinder) Financier 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) Agent 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) Facility Agreement page 1 [tlogo.jpg] 1 Definitions and interpretations Background the Financier has agreed to provide the Facilities to the Borrower on the terms of this agreement. The parties agree as set out in the operative part of this agreement, in consideration of, among other things, the mutual promises contained in this agreement. Facility Agreement page 2 [tlogo.jpg] Operative part 1Definitions and interpretations 1.1Definitions The meanings of the terms used in this document are set out below. Term Meaning Accounting Standards generally accepted accounting principles in the United States of America. Affiliate 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. AREVA AREVA Inc. (previously AREVA NC Inc.), a corporation incorporated under the laws of Delaware. Attorney an attorney appointed under a Transaction Document. Authorization 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. Authorized Officers 1 in relation to the Borrower, a director, an executive officer or a company secretary; and Facility Agreement page 3 [tlogo.jpg] 1 Definitions and interpretations Term Meaning 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. Availability Period 1 in respect of the Tranche 1 Facility, the period commencing on Tranche 1 Facility Financial Close and ending on 31 May 2014; and 2 in respect of the Tranche 2 Facility, the period commencing on the later of 1 June 2014 and the Tranche 2 Facility Financial Close and ending on 1 January 2016. Bankruptcy Code Title 11 of the United States Code as amended from time to time. Borrower Group the Parent and each of its Subsidiaries and Borrower Group Member means any one of them. Borrower Security Agreement the agreement entitled ‘Security Agreement’ dated 24 June 2013 granted by the Borrower in favour of the Finance Parties. Break Costs 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. Business Day 1 for the purposes of clause 19.3, 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. Facility Agreement page 4 [tlogo.jpg] 1 Definitions and interpretations Term Meaning Change in Law 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. Collateral Security any present or future Encumbrance, Surety Obligation or other document or agreement created or entered into by a Transaction Party or any other person as security for, or to credit enhance, the payment of any of the Secured Moneys, including any further security granted under clause 9.22(a)(2). Commitment 1 the Tranche 1 Facility Commitment; or 2 the Tranche 2 Facility Commitment. Contamination 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. Contested Tax a Tax payable by a Transaction Party or Lost Creek where the Transaction Party or Lost Creek is contesting its liability to pay that Tax, and has reasonable grounds to do so. Control 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. Converdyn Agreement the agreement constituted by the agreement entitled ‘Uranium Supplier’s Agreement’ dated 5 June 2013 between the Borrower and ConverDyn, with contract number ‘13-526’ and the assignment agreement dated 21 August 2013 between the Borrower and Lost Creek. Facility Agreement page 5 [tlogo.jpg] 1 Definitions and interpretations Term Meaning Corporate and Project Budget the document comprising: 1 the consolidated cashflow budget for the Borrower Group covering the period to 31 December 2015; and 2 the cashflow budget for the Projects over a period of 18 months, which was initially provided to the Lender in June 2013 and then provided in an updated form under clauses 9.5 and 9.6(f). Debtor Relief Laws the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, insolvency, rearrangement, moratorium, reorganisation, or similar debtor relief laws affecting the rights of creditors generally from time to time in effect and applicable to any Transaction Party or Lost Creek having regard to its place of formation. Default 1 an Event of Default; or 2 a Potential Event of Default. Defined Benefit Plan 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). Deposit Account Control Agreement the deposit account control agreement to be made between the Borrower, the Finance Parties and a bank or financial institution in accordance with clause 1.1 in relation to the Funding Account. Dispose in relation to any asset, property or right, means to sell, transfer, assign, surrender, convey, lease, licence, discount, lend, farm-out or otherwise dispose of any interest in the asset, property or right. Distribution any dividend, distribution or other amount declared or paid by a Transaction Party or Lost Creek on any Marketable Securities issued by it. Documents the Transaction Documents and the Project Documents. Facility Agreement page 6 [tlogo.jpg] 1 Definitions and interpretations Term Meaning Dollars and $ the lawful currency of the United States of America. Encumbrance 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. Environmental Approvals all consents, approvals, licences or other Authorizations of any kind required by Environmental Law. Environmental Bonding the environmental bonding instruments or cash bonds that have been posted with the appropriate Government Agency: 1 in relation to the Lost Creek Project in the amount of $9,857,000; and 2 in relation to the Pathfinder Uranium Projects in the amount of $12,198,563, 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. Environmental Law any law of the United States of America or the State of Wyoming that relates to the protection of the environment or health and safety or manages Pollutants, including laws concerning land use or the rehabilitation of any land, development, Contamination, conservation of natural or cultural resources and resource allocation (including any law of the United States of America or the State of Wyoming relating to the exploration for, and development or exploitation of, any natural resource). Environmental Liability any actual or potential Loss incurred or which may be incurred in connection with: 1 the investigation or remediation; Facility Agreement page 7 [tlogo.jpg] 1 Definitions and interpretations Term Meaning 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. Event of Default any event specified in clause 11.1. Excluded Tax 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. Exercise Price Cdn$1.20 per Warrant Share. Expiry Date the date which is 5 years after a Warrant is issued to the Financier or the Financier’s nominee under this agreement. Facility Tranche 1 Facility or Tranche 2 Facility, as applicable and Facilities means both of them. Final Repayment Date 31 March 2016. Finance Party each of the Agent and the Financier and Finance Parties means both of them. Financial Indebtedness any debt or other monetary liability in respect of moneys borrowed or raised or any financial accommodation including under or in respect of any: Facility Agreement page 8 [tlogo.jpg] 1 Definitions and interpretations Term Meaning 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. Financial Report 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 any) or financial year: 1 a statement of financial performance; 2 a statement of financial position; and 3 a statement of cashflows. Force Majeure Event 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. Funding Account the account established under clause 10.1(a). Facility Agreement page 9 [tlogo.jpg] 1 Definitions and interpretations Term Meaning Funding Date the date on which a Funding Portion is provided, or is to be provided, to the Borrower under this agreement. Funding Notice a notice given under clause 4.1. Funding Portion as applicable, each: 1 Tranche 1 Facility Funding Portion; or 2 Tranche 2 Facility Funding Portion. Funding Rate in respect of an Interest Period, the aggregate of: 1 LIBOR for that Interest Period; and 2 the Margin. Gas Hills Property the property located in the Gas Hills mining district in the State of Wyoming being the mine site commonly referred to as the Lucky Mc Mine, in the area within the DEQ issued mine permit No. 356C. Good Industry Practice in respect of a Project, the degree of care and skill, diligence, prudence (financial and operational), foresight and operating practice which would reasonably and ordinarily be expected from a skilled operator engaged in the same type of undertaking as the Project under the same or similar circumstances. Government Agency any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity. Group Structure Diagram the group structure diagram in Schedule 5, as amended or updated by the delivery of a new diagram to the Agent under clause 9.6(j). Guarantee Assumption Agreement an agreement in or substantially in the form of Schedule 6 or another form acceptable to the Agent. Guarantors 1 the Parent; 2 Pathfinder; and 3 any Person that has entered into a Guarantee Assumption Agreement and has provided to the Financier all other documentation required under clause 13.17. Facility Agreement page 10 [tlogo.jpg] 1 Definitions and interpretations Term Meaning Hedging Agreement an interest rate transaction, foreign exchange transaction, equity or equity index option, bond option, commodity swap, commodity option, commodity forward sale, cap transaction, currency swap transaction, cross-currency swap rate transaction or any other hedge or derivative agreement, including any master agreement and any transaction or confirmation under it. Initial Transaction Costs 1 the fee described in clause 15.1; 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. Interest Payment Date the last day of each Interest Period. Interest Period a period selected or determined under clause 4.6. Key Mineral Rights 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 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. Lease a lease, charter, hire purchase, hiring agreement or any other agreement under which any property is or may be used or operated by a person other than the owner. Lending Office in respect of a Finance Party, the office of that Finance Party set out opposite its name in Schedule 1 or any other office notified by a Finance Party under this agreement. Facility Agreement page 11 [tlogo.jpg] 1 Definitions and interpretations Term Meaning LIBOR 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 5.7. LIBOR Business Day a day on which banks are open for business in London and New York excluding a Saturday, Sunday or public holiday. LIBOR01 Page the page entitled ‘LIBOR01’ on the Reuters Monitor Money Rates Service or any other page which may replace the LIBOR01 page for the purpose of displaying offered rates for US Dollar deposits. Loss any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment. Lost Creek Lost Creek ISR, LLC, a limited liability company formed under the laws of the State of Wyoming, United States of America, being a wholly owned subsidiary of the Borrower. Lost Creek Mortgage 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. Facility Agreement page 12 [tlogo.jpg] 1 Definitions and interpretations Term Meaning Lost Creek Pledge Agreement the pledge over all of the outstanding and future membership interests of Lost Creek granted by the Borrower in favour of the Agent and the Financier dated 24 June 2013. Lost Creek Project the Lost Creek uranium project located within the Project Area in the State of Wyoming, United States of America, comprising the exploration, development, construction and operation of the mine in the Project Area and its associated infrastructure. Margin 8.5% per annum. Marketable Securities 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. Market Disruption Event any event specified in clause 5.7. Material Adverse Effect 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(including a Project of any Transaction Party and the Project Assets relating to that Project). Material Agreement 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 Facility Agreement page 13 [tlogo.jpg] 1 Definitions and interpretations Term Meaning 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. Mineral Rights in respect of a Project: 1 all of the mineral rights (including the Key Mineral Rights) described in 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. Mining Law any law, including the relevant laws of United States of America, the State of Wyoming or otherwise, whether or not deriving from statute, concerning the acquisition by any allowed means of interests in public lands or private lands for the purpose of conducting mining exploration, mine development, mining operations, reclamation and related operations on that land, together with the rights necessary to conduct those activities, including but not limited to laws relating to public land use, development, conservation of natural or cultural resources and resource allocation and includes any laws concerning permits, licences and Authorizations required to be received before conducting any of those activities and includes any and all rules, regulations or ordinances promulgated under or in respect of those laws. NYSE Business Day a day on which trading takes place on the NYSE MKT. NYSE MKT NYSE MKT LLC. Facility Agreement page 14 [tlogo.jpg] 1 Definitions and interpretations Term Meaning NYSE MKT Approvals 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. Officer 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. Offtake Agreements the offtake agreements set out in Attachment 3. Overdue Margin 2% per annum. Overdue Rate 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 16, 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 16; and · ‘Funding Portion’ are to the relevant overdue amount. Pathfinder Pathfinder Mines Corporation, a company incorporated under the laws of Delaware, United States of America, being a wholly-owned subsidiary of the Borrower. Facility Agreement page 15 [tlogo.jpg] 1 Definitions and interpretations Term Meaning Pathfinder Acquisition completion of the acquisition of Pathfinder under the Pathfinder SPA. Pathfinder Acquisition Date the date on which the Pathfinder Acquisition occurred. Pathfinder Mortgages 1 the agreement entitled ‘Mortgage, Assignment of Revenues, Security, Agreement, Fixture Filing and Financing Statement’ dated 20 December 2013 granted by Pathfinder in favour of the Finance Parties in relation to, among other things, the Mineral Rights for the Pathfinder Uranium Projects located at the Gas Hills Property; and 2 the agreement entitled ‘Mortgage, Assignment of Revenues, Security, Agreement, Fixture Filing and Financing Statement’ dated 20 December 2013 granted by Pathfinder in favour of the Finance Parties in relation to, among other things, the Mineral Rights for the Pathfinder Uranium Projects located at the Shirley Basin Property. Pathfinder Pledge Agreement the pledge over all of the outstanding and future shares in the capital stock of Pathfinder granted by the Borrower in favour of the Agent under clause 1.1(a) dated 20 December 2013. Pathfinder Security Agreement the agreement entitled ‘Security agreement’ dated 20 December 2013 granted by Pathfinder in favour of the Finance Parties. Pathfinder SPA the sale and purchase agreement dated 16 December 2013 between AREVA and the Borrower, under which AREVA sold and the Borrower purchased all of the issued shares in the capital stock of Pathfinder. Pathfinder Uranium Projects the uranium projects located at the Gas Hills Property and the Shirley Basin Property. Patriot Act the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law on October 26, 2001, as amended from time to time. Payment Currency the currency in which any payment is actually made. Facility Agreement page 16 [tlogo.jpg] 1 Definitions and interpretations Term Meaning Permitted Disposal 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. Permitted Encumbrance 1 any Security; 2 [not used]; 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 9; 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; Facility Agreement page 17 [tlogo.jpg] 1 Definitions and interpretations Term Meaning 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 9.17; 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. Permitted Financial Accommodation 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 [not used]; 3 to another Transaction Party or Lost Creek, to the extent provided in the Corporate and Project Budget; 4 under the Environmental Bonding arrangements; or 5 with the Agent’s prior written consent. Facility Agreement page 18 [tlogo.jpg] 1 Definitions and interpretations Term Meaning Permitted Financial Indebtedness 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
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