AMENDMENT NO. 5 TO SILVER AGREEMENT
Agreement
made as of January 15, 2013 between Silver Wheaton Corp. ("Silver
Wheaton"), Xxxx Reclamation & Development Company ("ERDC"),
Alexco Keno Hill Mining Corp (formerly named Alexco Resource Canada Corp.)
("ARCC") and Alexco Resource Corp. ("Alexco").
This
agreement amends the Silver Purchase Agreement dated as of October 2, 2008,
between Silver Wheaton, ERDC, ARCC and Alexco, as amended prior to the date
hereof (the "Existing Silver Purchase Agreement").
For
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Definitions
In
this agreement capitalized terms used but not otherwise defined herein have the
meanings given to them under the Existing Silver Purchase Agreement, as amended
hereby.
2. Amendments
The
Existing Silver Purchase Agreement is hereby amended effective the date hereof
by:
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(a) |
deleting Section 1(ttt), definition of “Outside
Completion Date”, and replacing it with the following in its place and
stead: |
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“Outside
Completion Date” means December 31, 2014. |
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(b) |
revising Section 8(d) as per the following: |
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"The Owners shall perform and complete a Completion Test
as and when determined by them, and in any event between January 1,
2013 and December 31, 2013within six (6) months of the thirty
(30) month anniversary of the Targeted Completion Date. If Final
Completion is achieved on or prior to the December 31,
2013thirty (30) month anniversary of the Targeted Completion
Date, then the remainder of this Section 8(d) and Section 8(e)
shall not apply. If Final Completion has not been achieved on or prior to
the December 31, 2013 thirty (30) month anniversary of the
Targeted Completion Datebut the results of the last completed
Completion Test between January 1, 2013 and December 31,
2013within six (6) months of the thirty (30) month anniversary
of the Targeted Completion Date are fifty percent (50%) or more
of the Final Targeted Capacity, then the Owners shall pay Silver Wheaton,
by the delivery, within five (5) Business Days of the end of each of the
next twelve (12) calendar months prior to Final Completion
being achieved (each a "Final Monthly Delivery Period"), an amount
of Refined Silver equal to the Refined Silver that would have otherwise
been delivered to Silver Wheaton during each Final Monthly Delivery Period
if Final Completion had been achieved. For purposes of determining the
amount of Refined Silver that would have been delivered to Silver Wheaton
during a Final Monthly Delivery Period, the Refined Silver due to Silver
Wheaton pursuant to Section 5(a) shall be multiplied by a fraction the
numerator of which will be the Final Targeted Capacity and the denominator
of which will be the average daily throughput capacity achieved during the
last completed Completion Test. For greater certainty and the avoidance of
any doubt, if the Owners are required to sell and deliver Refined Silver
to Silver Wheaton under this Section 8(d), then they shall not be required
to sell and deliver Refined Silver to Silver Wheaton under Section 5(a)
and the remainder of Section 5 shall continue to apply." |
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(c) |
revising Section 8(e) as per the following: |
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"If the Owners do not perform and complete a Completion
Test between January 1, 2013 and December 31, 2013within
six (6) months of the thirty (30) month anniversary of the Targeted
Completion Date, then the Mine will be deemed to have extracted,
and the Mineral Processing Facility will be deemed to have processed, an
average of 0 tons of ore per day for a period of thirty (30) consecutive
days. If, at any time during the period between December 31, 2013
the date that is thirty (30) months from the Targeted
Completion Dateand the date that is the Outside Completion Date,
the Owners perform and complete a Completion Test with results that are
less than fifty percent (50%) of the Final Targeted Capacity, then Section
20(a)(iii) shall apply, unless prior to Silver Wheaton exercising its
rights under Section 20(b), the Owners perform and complete a subsequent
Completion Test with results that are fifty percent (50%) or more of the
Final Targeted Capacity." |
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(ii) |
revising Section 20(a)(iii) as per the
following: |
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“(iii) the Owners do not perform and complete a new
Completion Test between January 1, 2013 and December 31,
2013within six (6) months of the thirty (30) month anniversary
of the Targeted Completion Date and/or if, at any time during the
period between December 31, 2013the date that is thirty (30)
months from the Targeted Completion Date and the date that is the
Outside Completion Date, the Owners perform and complete a Completion Test
with results that are less than fifty percent (50%) of the Final Targeted
Capacity |
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3. No
Other Amendments
Except
as otherwise expressly provided herein, the Existing Silver Purchase Agreement
shall continue in full force and effect, unamended.
4. Successors,
Assigns and Governing Law
This
agreement shall enure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties under the Existing Silver
Purchase Agreement, as amended hereby, and shall be governed by and construed in
accordance with the laws of British Columbia.
5. Execution
in Counterpart
This
agreement may be executed and delivered in any combination of original and faxed
signed counterparts, all of which taken together shall constitute one and the
same original agreement, effective the date hereof.
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XXXX RECLAMATION &
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| ALEXCO RESOURCE CORP. |
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DEVELOPMENT COMPANY LTD.
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| By |
Signed |
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By |
Signed |
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Authorized Signing Officer |
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Authorized Signing Officer |
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ALEXCO KENO HILL MINING
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| SILVER WHEATON CORP. |
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CORP. |
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| By |
Signed |
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By |
Signed |
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Authorized Signing Officer |
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Authorized Signing Officer
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