Exhibit 10.2

Execution Copy

LOAN AGREEMENT

LOAN AGREEMENT dated as of June 23, 2023 (as amended, supplemented, modified or replaced from time to time, this “Agreement”) between BUNKER HILL MINING CORP. (together with its successors and permitted assigns, “Borrower”), a corporation incorporated under the laws of Nevada, SILVER VALLEY METALS CORP. (together with its successors and permitted assigns, “Guarantor”), a corporation incorporated under the laws of Idaho, SPROTT PRIVATE RESOURCE STREAMING AND ROYALTY (US COLLECTOR), LP and SPROTT PRIVATE RESOURCE STREAMING AND ROYALTY ANNEX (US COLLECTOR), LP (each, together with its successors and assigns, a “Lender” and, collectively, the “Lenders”) and SPROTT PRIVATE RESOURCE STREAMING AND ROYALTY (US COLLECTOR), LP, as agent for the Lenders (together with its successors and assigns, the “Agent”).

RECITALS:

The Lenders have agreed to make available a credit facility (as amended from time to time, the “Loan Facility”) to Borrower in the maximum aggregate principal amount of TWENTY-ONE MILLION dollars (US$21,000,000.00) in lawful money of the United States of America (the “Commitment Amount”) in accordance with the terms and conditions set out in this Agreement. All capitalized terms not defined in the body of this Agreement are defined in Exhibit “A” appended to this Agreement.

Borrower shall repay to the Lenders the outstanding Principal Amount, together with all accrued and unpaid interest thereon and all other monies owing hereunder, on the Maturity Date.

Each Obligor hereby represents and warrants to the Sprott Lender Parties as of the date of this Agreement and as of each Funding Date (unless otherwise specified in Exhibit “C”) and so long as any Obligations remain outstanding, as set out in Exhibit “C” and acknowledges that the Sprott Lender Parties are relying upon such representations and warranties in entering into this Agreement and agreeing to provide the Loan Facility, which representations and warranties shall survive the execution and delivery of this Agreement.

Where any representation or warranty contained in Exhibit “C” is expressly qualified by reference to the “knowledge” of Obligors, it shall be deemed to refer to the actual knowledge of Richard Williams, as Executive Chairman of Borrower, Sam Ash, as Chief Executive Officer of Borrower and President of Guarantor, David Wiens, as Chief Financial Officer of Borrower, and Bradley Barnett, as Vice President of Sustainability of Borrower and Secretary of Guarantor, and all information which ought to have been known by each of them after conducting a reasonable inquiry into the matters in question, whether or not any such inquiry was actually made.

Each Lender hereby represents and warrants to the Obligors that such Lender is an accredited investor, within the meaning of National Instrument 45-106 – Prospectus Exemptions.

Each Obligor covenants and agrees with the Sprott Lender Parties that, unless compliance has been waived in writing by the Sprott Lender Parties and so long as any Obligations remain outstanding:

If an Obligor fails to perform any covenant or any other provision of any of the Credit Documents, the Sprott Lender Parties (or any of them) may, in their discretion, perform any such covenant capable of being performed by them, and if any such covenant requires the payment of money the Sprott Lender Parties may, in their discretion, make any such payments. All sums so expended by the Sprott Lender Parties shall be reimbursed by Borrower, shall be payable on demand and, until paid, shall be added to, and be deemed to be included in the Obligations and shall bear interest at the same rate applicable to principal.

Any notice or written communication given pursuant to or in connection with this Agreement shall be in writing and shall be given by delivering the same personally or by prepaid courier, prepaid registered mail, or email, addressed to the party to be notified at the following address of such party or at such other address of which such party has given notice to the other party hereto:

for an Obligor,

Bunker Hill Mining Corp.

82 Richmond St East

Toronto, ON, M5C 1P1

for any Sprott Lender Party, addressed to such Sprott Lender Party, at the below address:

Sprott Private Resource Streaming and Royalty (US) Collector, LP
[Redacted]

Any such notice shall be conclusively deemed to have been given and received on the day of actual receipt by the addressee or, if given by prepaid registered or certified mail, on the fifth day following the mailing date (absent a general disruption in postal service). A party may change its address by notice given in accordance with this Section to the other parties.

(A) its limited partners, investors, auditor, legal counsel, lenders, underwriters, investment bankers and technical consultants, and

(B) Persons with which it is considering or intends to enter into a transaction which would be permitted hereunder without the consent of the other party under this Agreement (such Persons referred to in this Agreement, the “Proposed Transferees”) for which such non-public information would reasonably be relevant (and to advisors and representatives of any such Person),

provided that such disclosure is made on a need to know basis and that such Persons are advised of the confidential nature of the non-public information, undertake to maintain the confidentiality of it and are strictly limited in their use of the non-public information to those purposes necessary for such Persons to perform the services for which they were, or are proposed to be, retained or to consider or effect the applicable transaction, or to monitor their investments in the case of limited partners or investors, as applicable;

The Obligors will reimburse the Sprott Lender Parties within thirty (30) days of the Sprott Lender Parties providing a written invoice and supporting documentation in respect thereof, all of the Sprott Lender Parties’ reasonable out-of-pocket costs and expenses incurred in respect of the negotiation, registration, enforcement of, or the preservation of rights under the Credit Documents, including the reasonable fees and expenses of legal counsel for the Sprott Lender Parties in connection therewith.

Each Obligor hereby indemnifies each Sprott Lender Party, its affiliates and their respective directors, officers and employees, from and against, any claim, damage, loss, liability, judgment, suit, cost or expense of any kind (including reasonable fees and expenses of counsel), arising directly out of:

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction.

The Credit Documents constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior agreements or understandings, written or oral, with respect thereto. This Agreement shall not be amended except by written agreement between each Sprott Lender Party and each Obligor.

The provisions of Sections 6 (Taxes), 18 (Confidentiality), 19 (Expenses), 20 (Indemnification) and 22 (Governing Law and Jurisdiction), shall in each case survive any termination of this Agreement and the payment in full of the Obligations.

Except as otherwise provided in this Agreement, to the extent that it may be necessary to convert Canadian dollars to US dollars for the purpose of making any payment or calculation in this Agreement, such conversion shall be made at the Bank of Canada daily average rate quoted for the exchange of Canadian dollars into US dollars or vice versa, on the Business Day prior to the date the conversion is to take place.

Time is and will be of the essence of each and every provision of this Agreement.

The parties hereto acknowledge and agree that this Agreement constitutes a “Project Finance Document” for the purposes of the Security and the Security Sharing Agreement and each Sprott Lender Party is a “Creditor” under the Security Sharing Agreement.

This Agreement and any schedules, certificates or other writing delivered in connection herewith, may be executed in any number of counterparts and by facsimile or electronic means, with the same effect as if all parties had all signed the same document, and all such counterparts and adopting instruments will be construed together and will constitute one and the same instrument. The execution of this Agreement and any other writing by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the parties hereto or thereto.

[Signature pages immediately follow]

IN WITNESS WHEREOF each Obligor and each Sprott Lender Party has executed this Agreement under the hands of its duly authorized officers in that behalf.

The undersigned agrees to be bound by Lender’s covenants contained herein.

The undersigned agrees to be bound by Section 5(c) and the covenants of the Agent contained herein.

The undersigned agrees to be bound by the covenants of the Security Agent contained herein.

EXHIBIT “A”

DEFINITIONS

“Additional Royalty” has the meaning ascribed thereto in Section 6(a).

“Administrative Agent” means Sprott Private Resource Streaming and Royalty (Collector), LP, an Ontario limited partnership, in its capacity as agent for certain Sprott Entities under certain Project Finance Documents, and any successor agent appointed from time to time by such Sprott Entities and their successors and permitted assigns.

“Advance” means an advance by the Lenders to Borrower under the Loan Facility pursuant to Section 2(a).

“Advance Request” means a written notice from Borrower to Agent requesting an Advance, substantially in the form attached as Exhibit “B”.

“Affiliate” means any person which, directly or indirectly, controls, is controlled by or is under common control with another person; and, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” or “under common control with”) means the power to direct or cause the direction of the management and policies of any person, whether through the ownership of shares or by contract or otherwise, provided that, for the purposes of this Agreement, a Sprott Lender Party shall not be deemed an Affiliate of any Obligor.

“Agreement” has the meaning ascribed thereto in the first paragraph of this Agreement.

“Anti-Bribery Laws” has the meaning ascribed thereto in Exhibit “C”.

“Anti-Money Laundering Laws” has the meaning ascribed thereto in Exhibit “C”.

“Applicable Law” means any federal, provincial, state, local or municipal statute, law (including the common law), ordinance, rule having the force of law, regulation, by-law (zoning or otherwise) or order of any Governmental Authority or rule of any stock exchange or securities commission, applicable to a Person or any of its properties, assets, business or operations.

“Applicable Securities Legislation” means all applicable securities laws of each of the jurisdictions in which Borrower is a “reporting issuer” 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 such jurisdictions.

“Authorization” means any consent, registration, filing, agreement, certificate, license, approval, permit, authority or exemption from, by or with any Governmental Authority and all corporate, creditors’ and shareholders’ approvals or consents.

“Availability Period” means the period beginning on the Closing Date and ending on the second anniversary of the Closing Date.

“Books and Records” means all records (whether or not recorded on computer or computer related media) in the possession or control of an Obligor relating in whole or in part to the business of an Obligor, including any business, financial, accounting or Tax records.

“Borrower” has the meaning ascribed thereto in the first paragraph of this Agreement.

“Business Day” means any day, other than a Saturday, a Sunday, a statutory holiday or any day on which major banks are closed for business in Kellogg, Idaho or Toronto, Ontario.

“Buy Back Amount” has the meaning ascribed thereto in Section 7(a).

“Buy Back Closing” has the meaning ascribed thereto in Section 7(a).

“Buy Back Option” has the meaning ascribed thereto in Section 7(a).

“Cash Interest Commencement Date” means the date that occurs on the third anniversary of the Closing Date.

“Cdn.$” means the lawful currency of Canada.

“Change of Control” means the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, transfer, assignment, conveyance, disposition or acquisition of voting shares, the result of which is that any Person or group of Persons acting jointly or in concert for purposes of such transaction: (i) becomes the beneficial owner, directly or indirectly, of 50% or more of the voting shares of Borrower, measured by voting power rather than number of shares; or (ii) acquires Control of Borrower.

“Claim” means any act, omission or state of facts and any complaint, litigation, demand, action, suit, proceeding, claim, assessment, judgement or settlement or compromise relating thereto.

“Closing Date” means the date on which the conditions precedent set out in Section 11(b) have been satisfied or waived, in accordance with this Agreement.

“Collateral” means all property and assets (whether real, personal or other and including Equity Securities) of the Obligors in which charges, mortgages or security interests are granted or purported to be granted pursuant to the Security.

“Commitment Amount” has the meaning ascribed thereto in Section 1.

“Common Shares” means the common shares in the capital of the Borrower.

“Control” means the right, directly or indirectly, to direct or cause the direction of the management of the business or affairs of a Person, whether by ownership of securities, by contract or otherwise; and “Controls”, “Controlling”, “Controlled by” and “under common Control with” have corresponding meanings.

“Credit Documents” means collectively, this Agreement, the Additional Royalty, the Guarantee, the Security and any documents entered into from time to time in respect of any of the foregoing and “Credit Document” means each of them.

“CSE” means the Canadian Securities Exchange.

“Cure Period” means a period of 15 Business Days following the earlier of (i) delivery by the Agent to the Obligors of written notice of a breach or default, and (ii) an Obligor becoming aware of such breach or default.

“Debtor Relief Laws” shall mean Title 11 of the United States Code entitled “Bankruptcy”, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada), and all other liquidation, administration, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, judicial management or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect including any proceeding under corporate law or other law of any jurisdiction whereby a corporation seeks a stay or a compromise of the claims of its creditors against it, each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction.

“Disclosure Letter” means the letter of disclosure (including the schedules thereto) dated on the date hereof, executed by the Obligors and delivered to the Sprott Lender Parties concurrently with this Agreement.

“Disposition” means, with respect to any asset (including any Property) of any Person, any direct or indirect sale, lease (where such Person is the lessor), assignment, cession, transfer, exchange, conveyance, release or gift of such asset, including by means of a sale and leaseback transaction, or any reorganization, consolidation, amalgamation or merger of such Person pursuant to which such asset becomes the property of any other Person; and “Dispose” and “Disposed” have meanings correlative thereto.

“EPA” has the meaning attributed thereto in Section 2(e).

“EPA Settlement Agreement” means the Consent Decree between the United States of America and Placer Mining Company, Inc., filed with the United States District Court District of Idaho on March 3, 2018 and approved on June 19, 2018 and the Settlement Agreement And Order On Consent For Response Action By Bunker Hill Mining Corp. between the EPA and Bunker Hill Mining Corp, dated as effective May 15, 2018 (EPA Region 10 CERCLA Docket No. 10-2017-0123), as amended by the First Amendment To The Settlement Agreement And Order On Consent For Response Action By Bunker Hill Mining Corp. between the EPA and Bunker Hill Mining Corp, dated as effective December 19, 2021, and any other amendments thereto.

“Equity Securities” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting and non-voting) of, such Person’s capital, whether outstanding on the date hereof or issued after the date hereof, including any interest in a partnership, limited partnership or other similar Person and any beneficial interest in a trust, and any and all rights, warrants, options or other rights exchangeable for or convertible into any of the foregoing.

“Event of Default” has the meaning ascribed thereto in Section 15.

“Excluded Taxes” means, with respect to each Sprott Lender Party, income or franchise Taxes imposed on (or measured by) its taxable income or capital Taxes imposed on (or measured by) its taxable capital, in each case by Canada, or by the jurisdiction under the Applicable Law of which such recipient is organized or in which its principal lending office is located.

“Exclusivity Agreement” means the exclusivity agreement dated as of January 7, 2022 between Sprott Private Resource Streaming and Royalty (Collector), LP and the Obligors, as amended by First Omnibus Amendment and the Second Omnibus Amendment and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time.

“First Funding Indemnity” means funding indemnity dated January 4, 2022 made by the Obligors in favour of Sprott Private Resource Streaming and Royalty (Collector), LP, as the same may be amended, amended and restated, modified, supplemented or replaced from time to time.

“First Omnibus Amendment” means the omnibus amendment agreement dated January 28, 2022 between the Obligors, the Security Agent and Sprott Private Resource Streaming and Royalty (Collector), LP, as holder of the Royalty Convertible Debenture and as party to the Exclusivity Agreement and the ROFR Agreement and the First Funding Indemnity.

“Funded Debt” means:

“Funding Date” has the meaning ascribed thereto in Section 2(d).

“Good Practice Standards” means, in relation to mining (including all relevant disciplines pertaining thereto, such as metallurgy, processing, engineering, environmental and governance matters, relations with community and indigenous peoples and other social matters), those policies, practices, methods and acts engaged in or approved by a Person which, in the conduct of its undertaking, exercises that degree of safe and efficient practice, diligence, prudence, and foresight reasonably and ordinarily exercised and most commonly accepted by reputable, skilled and experienced operators engaged in the mining industry in the United States.

“Governmental Authority” means any government whether federal, provincial, state or municipal and any governmental agency, governmental authority, governmental tribunal, court, governmental commission (including a securities commission) of any kind whatsoever, any subdivision, agency, commission, board or authority of any of the foregoing or any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the amount of any of the foregoing or any stock exchange or securities commission, having jurisdiction.

“Guarantee” means the guarantee by the Guarantor as set out in Section 10.

“Hedging Contracts” means any agreement relating to a transaction of a type commonly considered to be a derivative or hedging transaction or any combination of such transactions, in each case, whether relating to one or more commodities, currencies, interest, securities or other matters, including commodity futures trading, forward sale and/or purchase contracts, spot-deferred contracts, option contracts or trading, metals trading, precious metal loans, fixed price offtake agreements or other exchange, swap, forward, cap, collar, floor, option or other hedging or similar agreement or any combination thereof, or any other similar transactions.

“Hedging Obligations” means all liabilities and other obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by an Obligor under, in connection with or pursuant to any and all Hedging Contracts.

“Holder” has the meaning ascribed thereto in Section 6(a).

“Indebtedness” means, with respect to each Obligor, all and any indebtedness of such Obligor, whether absolute or contingent.

“Indemnified Taxes” means all Taxes other than Excluded Taxes.

“Indemnities” means, collectively, the indemnity agreements made by the Obligors in favour of the Sureties in respect of the surety or performance bonds to be provided to the EPA and referred to in paragraph (vi) of the definition of Permitted Indebtedness, and “Indemnity” means any one of them.

“Insolvency Event” means, in respect of any Person, any one or more of the following events or circumstances whereby such Person (i) becomes insolvent or generally does not or becomes unable to pay its debts or meet its liabilities as the same become due; (ii) admits in writing its inability to pay its debts generally or declares any general moratorium on its indebtedness or proposes a compromise or arrangement between it and any class of its creditors or makes a general assignment for the benefit of creditors; (iii) institutes or has instituted against it any proceeding seeking (x) to adjudicate it as bankrupt or insolvent, (y) liquidation, dissolution, winding-up, administration, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief under any Debtor Relief Law, or (z) the entry of an order for relief or the appointment of or the taking of possession by, a receiver, receiver-manager, administrator, custodian, monitor, trustee or other similar official for the Person or any substantial part of its respective property and, in the case of any such proceeding instituted against it (but not instituted by it) either such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of forty-five (45) days after the institution thereof, such Person fails to diligently and actively oppose such proceeding, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, receiver-manager, administrator, custodian, monitor, trustee or other similar official for it or for any substantial part of its properties and assets) occurs, or such Person files an answer admitting the material allegations of a petition or motion filed against it in any such proceeding; (iv) takes any action, corporate or otherwise, to approve, effect, consent to or authorize any of the actions described in the foregoing paragraphs (i) through (iii) or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defense thereof.; or (v) such Person’s working capital is negative in its most recent annual financial statements and quarterly financial statements, where working capital is the current assets less the current liabilities (both as defined by US GAAP).

“Interest Payment Date” means June 30 in each calendar year.

“Legal Proceedings” means any action, suit, proceeding, demand, assessment, judgment, litigation, hearing, Claim, grievance, arbitration or administrative proceeding or other proceeding or dispute resolution process and includes any appeal, settlement or compromise relating then or review and any application for same.

“Lender” and “Lenders” has the meaning ascribed thereto in the first paragraph of this Agreement.

“Lien” means, (a) with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothec (whether movable or immovable), hypothecation, encumbrance, charge, security interest, adverse claim, defect to title or right of set off in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, title retention agreement or consignment agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to any asset, (c) any purchase option, call or similar right of a third party with respect to such asset, (d) any netting arrangement, defeasance arrangement or reciprocal fee arrangement, and (e) any other arrangement having the effect of providing security.

“Material Adverse Effect” means any event, occurrence, change or effect that, when taken individually or together with all other events, occurrences, changes or effects:

provided that (x) changes to commodity prices and (y) events, occurrences, changes or effects affecting operators of mining and processing facilities in the US similar to those related to the Project generally, which do not have a disproportionate effect on the Obligors, shall not be a Material Adverse Effect or be taken into account in determining whether there has been or will be a Material Adverse Effect.

“Maturity Date” means June 30, 2027.

“Mine” means the Bunker Hill Mine located in Coeur D’Alene Mining District, in the cities of Kellogg and Wardner and in Shoshone County, Idaho USA, which is comprised of and covers, inter alia, the Property and the other Project Assets.

“Mining Rights” means any mining claims, mining leases, mineral claims, mining concessions, mineral concessions, exploration permits or licenses, mining licenses, forms of mineral tenure or other rights to Products or to access and work upon lands, such as ownership and ancillary rights, surface rights, leasing agreements, lands temporal occupation agreements or otherwise, for the purpose of exploring, exploiting or benefiting Products, under the terms of Applicable Laws, whether contractual, statutory or otherwise, or any interest therein whether now owned or hereafter acquired. “Mining Rights” includes any amendments, relocations, adjustments, resurvey, additional locations, consolidation, derived rights or conversions of, or any renewal, replacement, amendment or other modification or extensions of any of the foregoing.

“Mortgage” means the mortgage, assignment of production, assignment of leases and rents, security agreement, financing statement and fixture filing dated as of January 28, 2022 between Guarantor and the Security Agent; as amended by the Second Omnibus Amendment and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time.

“Obligations” means all indebtedness, liabilities and other obligations of Obligors to Sprott Lender Parties hereunder and under the other Credit Documents.

“Obligors” means, collectively, Borrower and Guarantor and “Obligor” means any one of them.

“Other Rights” means all licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions or franchises held by the Obligors or required to be obtained from any Person (other than a Governmental Authority), for the construction, development and operation of the Mine, as such construction, development and operation is contemplated by the current or then applicable development or mine plan, as the case may be.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document;

“Pending Event of Default” means an event which, but for the requirement for the giving of notice, lapse of time, or both, or, but for the satisfaction of any other condition subsequent to that event, would constitute an “Event of Default”.

“Permitted Indebtedness” means:

“Permitted Liens” means:

“Person” shall be broadly interpreted and includes an individual, body corporate, partnership, joint venture, trust, association, unincorporated organization, any Governmental Authority or any other entity recognized by law.

“PF Obligations” means, collectively, all indebtedness, liabilities and other obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by an Obligor to the Sprott Entities, or any of them, under, in connection with or pursuant to the Project Finance Documents (including the Obligations and all such indebtedness, liabilities and obligations that accrue after the commencing by or against any Obligor of any insolvency or similar proceeding).

“Principal Amount” means the aggregate principal amount of Advances outstanding under the Loan Facility from time to time (including the amount of all capitalized interest thereon) and, with respect to each Advance, means the aggregate principal amount of such Advance outstanding under the Loan Facility from time to time (including the amount of all capitalized interest thereon).

“Products” means any and all metals, minerals and products or by-products thereof, of whatever kind and nature and in whatever form or state, in, under or upon the surface or subsurface of the Property (including ore, metals, precious metals, base metals, uranium, industrial minerals, concentrates, gems, diamonds, commercially valuable rock, aggregate, clays and other minerals that are mined, excavated, extracted, recovered or otherwise produced from the Property and any ore, concentrates and other products resulting from the milling, processing or other beneficiation of such metals, minerals, products and by-products).

“Project” means the construction and development of the Mine, including the acquisition of the Mine and the settlement of liabilities owing to the EPA, when due.

“Project Assets” means, collectively:

“Project Finance Documents” means this Agreement, the Series 2 Convertible Debentures, the Series 1 Convertible Debentures, the Exclusivity Agreement, the ROFR Agreement, the Royalty Put Option, the Second Funding Indemnity, the Stream Agreement, the Security granted in connection herewith and therewith and all other agreements, instruments and documents from time to time (both before and after the date of this Agreement) delivered to or in favour of any Sprott Entity in connection with any of the foregoing agreements and includes without limitation any agreement designated from time to time by the Obligors and the Security Agent as a “Project Finance Document” for purposes of the Security.

“Project Mining Claims” means the Mining Rights described in Exhibit “D”.

“Property” means, collectively:

“Proportionate Share” means, at any time, with respect to any Lender, the percentage of the amount of the Commitment Amount that such Lender has agreed to advance to Borrower, initially calculated based on the following, and thereafter as notified by the Agent to the Borrower from time to time:

provided that, once the Commitment Amount has been advanced or cancelled, the Proportionate Share shall mean, with respect to any Lender, the percentage of the Principal Amount remaining outstanding advanced by such Lender (including the amount of all capitalized interest and fees thereon).

“Quarter End” means the last day of each of March, June, September and December of each calendar year.

“Real Property” means the Property and all other interests in and rights to property described in Exhibits “A-1”, “A-2” and “A-3”to the Mortgage.

“Related Party” means, with respect to any Obligor, any director, officer, employee, shareholder, partner or Affiliate of any Obligor or any other Person not dealing at arm’s length with such Obligor (within the meaning of the Income Tax Act (Canada)).

“Required Authorizations” means any and all Authorizations required to be obtained by any Obligor for the construction, development and operation of the Mine, as such construction, development and operation is contemplated by the current or then applicable development or mine plan, as the case may be.

“Restricted Person” means any Person that:

“ROFR Agreement” means the ROFR agreement dated as of January 7, 2022 between Sprott Private Resource Streaming and Royalty (Collector), LP and the Obligors, as amended by First Omnibus Amendment and the Second Omnibus Amendment and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time.

“Royalty” means the gross revenue royalty on all minerals produced and sold from the Property granted by the Obligors to a Sprott Entity pursuant to the royalty agreement dated as of the date hereof, and received in lieu of the principal amount owing under the Royalty Convertible Debenture.

“Royalty Convertible Debenture” means the secured royalty convertible debenture in the principal amount of US$8,000,000 issued by the Obligors in favour of Sprott Private Resource Streaming and Royalty (Collector), LP, as amended by First Omnibus Amendment, the Second Omnibus Amendment and the Third Omnibus Amendment.

“Royalty Put Option” means a royalty put option agreement dated July 22, 2022 between the Obligors and the holder of the Royalty Convertible Debenture pursuant to which the Obligors agree that the holder of the Royalty may require the Obligors to repurchase the Royalty upon the occurrence of any Event of Default under any Series 1 Convertible Debentures or any Series 2 Convertible Debenture for a purchase price of US$8 million in consideration of the holder of the Royalty Convertible Debenture agreeing to elect to receive the Royalty in satisfaction of the principal amount owing under the Royalty Convertible Debenture on or before the advance of the deposit under the Stream Agreement.

“Royalty Reduction Unit” has the meaning ascribed thereto in Section 7(b).

“Second Funding Indemnity” means funding indemnity dated as of November 25, 2022 made by the Obligors in favour of the Lenders, as the same may be amended, amended and restated, modified, supplemented or replaced from time to time.

“Second Omnibus Amendment” means the second omnibus amendment agreement dated as June 17, 2022 between the Obligors, the Security Agent and certain other Sprott Entities.

“Securities Pledge Agreement” means the pledge agreement dated as of January 7, 2022 made between the Borrower and the Security Agent, as amended by First Omnibus Amendment and the Second Omnibus Amendment and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time.

“Security” means, collectively, (i) any one or more guarantees made from time to time by an Obligor in favour of the Sprott Entities or any of them, in respect of any Obligations; and (ii) any one or more assignments, deeds of trust, mortgages, account control agreements, pledges and other security agreements, determined by the Security Agent, acting reasonably, pursuant to which an Obligor grants to the Security Agent for the benefit of the Sprott Entities mortgages, charges, pledges and/or security interests in all or some of its present and after acquired property as security for the PF Obligations, in each case, in form and substance satisfactory to the Security Agent acting reasonably.

“Security Agent” means Sprott Private Resource Streaming and Royalty (Collector), LP, an Ontario limited partnership, in its capacity as security agent for the benefit of the Sprott Entities under the Security, and any successor agent appointed pursuant to the Security Sharing Agreement, and their successors and permitted assigns

“Security Agreement” means the security agreement dated January 28, 2022 and made by the Obligors in favour of the Security Agent, as amended by the Second Omnibus Amendment, and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time.

“Security Sharing Agreement” means the security sharing agreement dated January 28, 2022 between the Security Agent, the holder of the Royalty Convertible Debenture, each CD Holder (as defined therein) and other Sprott Entities party thereto from time to time, as creditors, and acknowledged and agreed by the Obligors, as amended by the Second Omnibus Amendment and as the same may be further amended, restated, supplemented or modified from time to time.

“Series 1 CD Holders” means the holders from time to time of the Series 1 Convertible Debentures.

“Series 1 Convertible Debentures” means the secured convertible debentures in the aggregate principal amount of $6,000,000.00 bearing interest at 7.5% per annum payable quarterly in arrears, issued on January 28, 2022 by the Obligors and convertible at the option of the holder into Common Shares.

“Series 2 CD Holders” means the holders from time to time of the Series 2 Convertible Debentures.

“Series 2 Convertible Debentures” means, collectively, the series 2 secured convertible debentures, in the initial aggregate principal amount of up to US$20,000,000.00, that bear interest at 10.5% per annum payable quarterly in arrears, issued during the period commencing June 17, 2022 and ending on the date that occurred 45 days thereafter (or such later date as Sprott Private Resource Streaming and Royalty (Collector), LP may agree or may have agreed in its sole discretion) and convertible at the option of the holder into Common Shares.

“Sprott Entities” means, collectively, the Administrative Agent, the Security Agent, the Sprott Lender Parties, the Series 1 CD Holders, the Series 2 CD Holders, any Affiliate of Sprott Inc. and any fund managed or sub-managed by an Affiliate of Sprott Inc. which in each case is party to a Project Finance Document together with any successor, assign or transferee thereof that is party from time to time to any Project Finance Document and “Sprott Entity” means any one of them.

“Sprott Lender Parties” means the Agent and the Lenders.

“Stream Agreement” means the metals purchase agreement dated as of the date hereof between the Obligors and Sprott Private Resource Streaming and Royalty (US Collector), LP, as agent for the Sprott Stream Parties (as defined therein) pursuant to which the Guarantor has agreed to sell and Sprott Private Resource Streaming and Royalty (US Collector), LP, as agent for the Sprott Stream Parties (as defined therein), has agreed to purchase an agreed amount of refined metals produced from the Project.

“Subordinated Intercompany Debt” means unsecured loans made by Borrower to Guarantor, provided that such Indebtedness shall be subordinated pursuant to a subordination agreement in favour of the Sprott Lender Parties pursuant to which, among other things, the Borrower agrees (a) to subordinate and postpone the Indebtedness to the PF Obligations, (b) that no Liens have been or will be taken, (c) that no remedies will be exercised while any PF Obligations remain outstanding, and (d) that in connection with any Insolvency Event, the Borrower will not vote its claim in respect thereof in any manner that would prejudice the Sprott Lender Parties’ rights and remedies under this Agreement or any of the Security.

“Subsidiary” means each Person directly or indirectly Controlled by Borrower.

“Sureties” means, collectively, Northbridge General Insurance Corporation, Trisura Guarantee Insurance Company, Trisura Insurance Company and any other issuer of surety or performance bonds to be provided to the EPA and referred to in paragraph (iv) of the definition of Permitted Indebtedness, and “Surety” means any one of them.

“Taxes” means all present or future taxes, rates, levies, royalties, imposts, duties, deductions, assessments, withholdings, dues, 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, including sales or value-added taxes, goods and services taxes, stamp taxes and royalties.

“Third Omnibus Amendment” means the third omnibus amendment agreement dated as of December 5, 2022 between the Obligors, the Security Agent and certain other Sprott Entities.

“Total Primary Claims Percentage” has the meaning ascribed thereto in Section 6(d).

“Total Secondary Claims Percentage” has the meaning ascribed thereto in Section 6(d).

“US GAAP” means, in relation to any Person at any time, accounting principles generally accepted in the United States applied on a basis consistent with the most recent audited financial statements of such Person and, if applicable, its consolidated affiliates (except for changes disclosed in the notes to such financial statements).

EXHIBIT “B”

FORM OF ADVANCE REQUEST

Pursuant to the terms of the Loan Agreement, the undersigned hereby irrevocably notifies you that it wishes to obtain an Advance under the Loan Facility on [date of Advance] in the amount of US$[amount].

The undersigned hereby confirms that:

DATED this _____ day of _____________, 202__.

¹ NTD: To be included for Advance Request in respect of the First Advance.

² NTD: To be included for Advance Request in respect to any Advance subsequent to the First Advance.

EXHIBIT “C”

OBLIGORS’ REPRESENTATIONS AND WARRANTIES

Each of Borrower and Guarantor (each an “Obligor” and collectively, the “Obligors”) hereby represents and warrants as follows to the Sprott Lender Parties, and acknowledges and agrees that each Sprott Lender Party is relying upon such representations and warranties in connection with entering into this Agreement:

Corporate Organization and Authority

Tax Matters

Non-Contravention

Regulatory Compliance

Legal Proceedings

Material Information

Project

Community

Other

EXHIBIT “D”

PROJECT MINING CLAIMS

Primary Claims