LOAN AGREEMENT Among AMERICAS SILVER CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Guarantors, and THOSE PERSONS WHOSE NAMES ARE SET FORTH ON THE EXECUTION PAGES HEREOF UNDER THE HEADING...

LOAN AGREEMENT

Among

AMERICAS SILVER CORPORATION,

as the Borrower,

THE SUBSIDIARIES OF THE
BORROWER FROM TIME TO TIME
PARTY HERETO,

as the Guarantors,

and

THOSE PERSONS WHOSE NAMES ARE SET FORTH ON THE
EXECUTION PAGES HEREOF UNDER THE HEADING
“LENDERS”

as the Lender

Dated as of February 11, 2016

Contents

Section		Page
Article 1 CERTAIN DEFINITIONS AND ACCOUNTING PRINCIPLES		1
1.1	Certain Defined Terms	1
1.2	Accounting Principles	11
1.3	Other Definitional Provisions; Date and Time References	11
Article 2 LOAN; USE OF PROCEEDS		12
2.1	Loan/Borrowing Procedure/Evidence of Indebtedness	12
2.2	Repayment of Loan	12
2.3	Use of Proceeds	12
Article 3 PROCEDURE AND PAYMENT		12
3.1	Interest	12
3.2	Repayment of the Loan	13
3.3	Priority of Prepayments	14
3.4	Payments and Computations	14
3.5	Increased Costs	14
3.6	Taxes	15
3.7	Interest Act of Canada	16
3.8	Interest on Money in Arrears	16
3.9	Usury	17
Article 4 COLLATERAL SECURITY		17
4.1	Security Documents	17
4.2	Recordings and Filings of Security Documents	17
4.3	Protection of Security Document Liens	17
4.4	Validity of Liens	18
4.5	Right of Set-Off	18
Article 5 CONDITIONS PRECEDENT		18
5.1	Conditions Precedent to the Effectiveness of this Agreement	18
Article 6 REPRESENTATIONS AND WARRANTIES		20
6.1	Representations and Warranties of the Credit Parties	20
6.2	Representations and Warranties of the Lender	22
Article 7 AFFIRMATIVE COVENANTS OF THE CREDIT PARTIES		22
7.1	Compliance with Laws, Etc	22
7.2	Inspection	22
7.3	Keeping of Records and Books of Account	23
7.4	Preservation of Existence, Etc	23
7.5	Conduct of Business	23

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Contents

Section		Page
7.6	Notice of Default	23
7.7	Maintenance of Unissued Shares; Compliance with Securities Laws; TSX Listing and Compliance.	23
7.8	Maintenance of TSX Listing	23
7.9	Public Announcements	24
7.10	Additional Guarantors	24
7.11	Shares Delivered to the Lender	24
Article 8 NEGATIVE COVENANTS OF THE CREDIT PARTIES		25
8.1	Use of Loan Proceeds	25
Article 9 [INTENTIONALLY DELETED]		25
Article 10 THE SECURITY AGENT		25
10.1	Appointment of Security Agent	25
10.2	Authority to Act for Lenders	25
10.3	Reliance.	25
10.4	Written Direction; Liability	25
10.5	Resignation, Replacement and Successor Agent	26
Article 11 EVENTS OF DEFAULT		27
11.1	Event of Default	27
11.2	Remedies Upon Event of Default	28
Article 12 MISCELLANEOUS		29
12.1	Amendments, Etc	29
12.2	Notices; Etc	29
12.3	No Waiver; Remedies	30
12.4	Costs and Expenses	30
12.5	Indemnification	31
12.6	Waiver of Consequential Damages, etc	31
12.7	Binding Effect; Assignment	31
12.8	Governing Law	32
12.9	Waiver of Jury Trial	32
12.10	Execution in Counterparts; Facsimile Signatures	32
12.11	Inconsistent Provisions	32
12.12	Release of Security Documents; Termination of Covenants	32
12.13	Severability	32
12.14	Survival of Representations and Warranties	32
12.15	Entire Agreement; Schedules and Exhibits	32
12.16	Further Assurances	33

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Contents

Section		Page
12.17	Guarantors	33
12.18	Acknowledgements	33
12.19	Judgment Currency	34
12.20	Submission to Jurisdiction; Venue; Service	34

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SCHEDULES AND EXHIBITS

Schedule 1.1(aaa)	–	Mineral Properties
Schedule 1.1(fff)(xviii)	–	Liens
Schedule 1.1(hhh)	–	Projects
Schedule 1.1(jjj)	–	Properties
Schedule 2.3	–	Use of Proceeds
Schedule 6.1(g)	–	Capital Structure
Exhibit A	–	Form of Promissory Note
Exhibit B	–	Form of Warrant
Exhibit C	–	Lender Commitment

1

LOAN AGREEMENT

This LOAN AGREEMENT dated as of February 11, 2016, is made by and among AMERICAS SILVER CORPORATION, a corporation organized and existing under the laws of the Canada, as the borrower (the Borrower), those Subsidiaries of the Borrower from time to time party hereto, as guarantors (the Guarantors), THOSE INSTITUTIONS WHOSE NAMES ARE SET FORTH ON THE EXECUTION PAGES HEREOF UNDER THE HEADING “LENDERS”, as the lender (together with its successors and assigns, the Lender or the Lenders).

AGREEMENT

NOW, THEREFORE, in consideration of the following mutual covenants and agreements, the parties hereby agree as follows:

Article 1
CERTAIN DEFINITIONS AND ACCOUNTING
PRINCIPLES

1.1 Certain Defined Terms

As used in this Agreement and unless otherwise expressly indicated, the following terms shall have the following meanings:

	(a)	Affiliate means, with respect to a Person, (a) any partner, manager, member, managing agent, director, officer or employee of that Person or that Person’s Affiliates; and (b) any other Person (i) that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, that Person; (ii) that directly or indirectly owns or holds (legally or beneficially) ten percent (10%) or more of any class of voting stock or partnership, membership or other voting interest of that Person; or (iii) ten percent (10%) or more of the voting stock or partnership, membership or other voting interest of which is directly or indirectly owned or held (legally or beneficially) by that Person.
	(b)	Agreed Currency has the meaning specified in Section 12.19.
	(c)	Agreed Priority means, with respect to a Security Document and a Lien made in favour of the Lender, except as otherwise expressly provided herein, a Lien in favour of the Lender, meaning that such Security Document and Lien are prior in right to any other Lien in, on or to the Collateral which is purported to be covered thereby, subject only, in each case, to Permitted Liens. For the avoidance of doubt, the Obligations shall be secured by a perfected encumbrance over all Mineral Properties and personal property of the Borrower and the other Credit Parties, including all property, rights, and interests at, on or associated with the Project, subject, in each case, to Permitted Liens (other than, until March 1, 2016 or such date agreed by the Borrower and Security Agent, the Cosala Operations).
	(d)	Agreement means this Loan Agreement, as it may be amended, restated, supplemented, extended or otherwise modified in accordance with its terms and in effect from time to time, together with all Schedules and Exhibits to this Agreement, in each case, as such Schedules and Exhibits are amended, modified or supplemented in connection herewith, each of which is incorporated herein byreference.
	(e)	Bankruptcy and Insolvency Laws means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the provisions of applicable corporate law relating to compromise or arrangement of any debts of a corporation, or to stays of proceedings to enforce any of the claims of a corporation’s creditors against it, and any other Canadian federal or provincial law relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debts, as amended from time to time.

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	(f)	Bankruptcy Laws shall mean the Bankruptcy and Insolvency Laws and all other Governmental Requirements pertaining or applicable to bankruptcy, insolvency, debtor relief, debtor protection, liquidation, reorganization, winding up, arrangement, receivership, administration, moratorium, assignment for the benefit of creditors or other similar laws applicable in Canada, the United States or other applicable jurisdictions as in effect from time to time.
	(g)	Borrower has the meaning specified in the Preamble to this Agreement.
	(h)	Business Day means a day on which banks in Toronto, Ontario are open for business.
	(i)	C$ or Canadian Dollars means dollars in lawful currency of Canada.
	(j)	Change in Law means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty or (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any GovernmentalAuthority.
	(k)	Change of Control means the occurrence of any of the following events, without the prior written consent of the Lender (not to be unreasonably withheld): (a) any “person” or “persons acting jointly or in concert” as defined under applicable securities laws or regulations, other than the Lender, its Affiliates, successors or related investment funds, becomes the record or beneficial owner of more than twenty percent (20%) of then outstanding voting Equity Interests of the Borrower, measured by voting power rather than the number of shares, or (b) Continuing Directors shall cease for any reason to constitute a majority of the members of the board of directors of the Borrower then in office, or (c) the Borrower or any Guarantor shall cease to directly or indirectly own and control the Equity Interests that any of them has pledged to the Lender pursuant to a Security Document (except as provided in any such SecurityDocument).
	(l)	Closing Date means February 11, 2016.
	(m)	Collateral means all real and personal property, assets, rights, titles and interests subject to, or intended to be subject to, the Security Documents, whether tangible or intangible, presently held or hereafter acquired, and all products and proceeds of the foregoing, including insurance proceeds related to the foregoing.
	(n)	Commitment is as set forth in Exhibit C annexed hereto.
	(o)	Continuing Directors means during any period of twenty-four (24) consecutive months commencing after the Closing Date, individuals who at the beginning of such twenty-four (24) month period were directors of such Person (together with any new director whose election by such Person’s board of directors was approved by, or whose nomination for election by such Person’s shareholders was recommended by, a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously approved or recommended as described in this parenthetical).
	(p)	Conversion Price means C$0.075 per Share.

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	(q)	Conversion Provisions means the terms agreed upon by the Borrower and the Lender pursuant to which the Lender, the Lender may elect to receive interest payments due hereunder by the delivery of Tradable Shares, subject to Section 3.1(c).
	(r)	Credit Party means the Borrower and each Guarantor (if any).
	(s)	Default means any Event of Default or any condition or event which, after notice or lapse of time or both, would constitute an Event of Default.
	(t)	Default Rate means, subject to Section 3.8, the interest rate applicable to the Loan during periods when any amounts payable by the Borrower, whether as principal repayments, interest payments, expenses payments or other amounts, are due and payable but unpaid by the Borrower, which interest rate shall be at a rate per annum equal to the Interest Rate plus two percent (2%).
	(u)	Dollars and the symbol US$ or the symbol $ each mean dollars in lawful currency of the United States of America.
	(v)	Effective Date has the meaning set forth in Section 5.1.
	(w)	Environmental Laws means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directives, licenses, authorizations and permits of, and agreements with (including consent decrees), any governmental agencies or authorities, in each case relating to or imposing liability or standards of conduct concerning public health, safety and environmental protection matters.
	(x)	Equity Interest Pledge Agreement means each pledge, security and subordination agreement which will be in form and substance acceptable to the Lender, given by the Borrower or a Guarantor for the benefit of the Lender, with respect to the Equity Interests of a Guarantor, if and when a Subsidiary of the Borrower is formed and becomes a Guarantor hereunder, in each case, together with any other Instruments given or to be given by a Credit Party for the benefit of the Lender that creates a Lien on and with respect to the Equity Interests of a Credit Party or other Person in order to secure the Obligations, together, in each case, with all amendments, modifications, supplements and revisions thereof in accordance with its terms, together with all other Instruments now or hereafter filed, recorded or delivered to formalize, authorize and perfect the security interests granted therein.
	(y)	Equity Interests means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options, rights, interests or other securities for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person; all of the warrants, options, Indebtedness, rights, interests or other securities exercisable for or convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares of capital stock (or such other interests); and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member, limited liability company or trust interests therein), whether voting or nonvoting, whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination, and whether or not such shares, warrants, options, rights or other interests are certificated or uncertificated.
	(z)	Event of Default has the meaning set forth in Section 11.1.

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	(aa)	Excluded Taxes means, with respect to the Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise Taxes imposed on (or measured by) the taxable income of the Lender or such recipient, as the case may be, or capital Taxes imposed on (or measured by) the taxable capital of the Lender or such recipient, in each case by the jurisdiction under the applicable law of which such recipient is organized or in which its principal office is located or which exercises valid taxation jurisdiction over such recipient, (b) any United States federal withholding taxes imposed under FATCA, and (c) any taxes arising as a result of a failure of a Lender to provide any applicable documentation or information described in Section 3.6(e), but for greater certainty, Excluded Taxes do not include withholding taxes imposed on the Lender or any such recipient in respect of payments or deliveries hereunder except to the extent that such withholding taxes arise in the circumstances described in (b) and (c) above.
	(bb)	FATCA means sections 1471 through 1474 (amended from time to time) of the United States Internal Revenue Code of 1986, any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the United States Internal Revenue Code of 1986.
	(cc)	GAAP means generally accepted accounting principles in Canada as recommended in the Handbook of the Canadian Institute of Chartered Accountants, as applicable to the Borrower, consistently applied, including, for the avoidance of doubt, IFRS as the same was applied by the Borrower in respect of its audited consolidated financial statements for the financial year ending December 31, 2011.
	(dd)	Governmental Authority means the government of any nation and any state, provincial, territorial divisional, county, regional, city and other political subdivision thereof, any tribal, aboriginal or native government or corporation, and any union or commonwealth of multiple countries, such as the European Union, in each case in which any property of a Credit Party is located or which exercises valid jurisdiction over any such property or any Credit Party, or in which a Credit Party conducts business or is otherwise present, and any entity, court, arbitrator or board of arbitrators, agency, department, commission, board, bureau, regulatory authority or instrumentality of any of them exercising executive, legislative, judicial, regulatory or administrative functions that exercises jurisdiction over any Credit Party or its properties or assets, including any Project, and any securities exchange or securities regulatory authority to which a Credit Party is subject.
	(ee)	Governmental Requirement means any law, statute, code, ordinance, treaty, order, rule, regulation, judgment, ruling, decree, injunction, franchise, permit, certificate, license, authorization, approval or other direction or requirement (including Environmental Laws, energy regulations, occupational, safety and health standards or controls, taxation laws and Securities Laws) of any Governmental Authority.
	(ff)	Guarantee means a guarantee by a Guarantor in favour of the Lenders, in form and substance satisfactory to the Lenders.
	(gg)	Guarantor has the meaning specified in the Preamble to this Agreement.
	(hh)	IFRS means, at any given date, International Financial Reporting Standards, which include standards and interpretations adopted by the International Accounting Standards Board (IASB), applied on a consistent basis.
	(ii)	Indebtedness means, for any Person, without duplication, all indebtedness and liabilities of such Person determined in accordance with GAAP.

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	(jj)	Indemnified Party or Indemnified Parties has the meaning specified in Section 12.5.
	(kk)	Instrument means any contract, agreement, undertaking, indenture, mortgage, certificate, document or writing (whether formal agreement, letter or otherwise) under which any obligation, duty, covenant, agreement, affirmation, undertaking or liability is evidenced, assumed or undertaken, or any right or Lien (or right or interest therein) is granted, authenticated, notarized, authorized or perfected, and any notice, registration, recordation, or filing associated with or required by any of the foregoing.
	(ll)	Intercreditor Agreement means that certain amended and restated subordination agreement dated as of the date hereof between the Borrower, the Lenders, the Guarantors, and the additional entities identified therein entered into including all annexes, exhibits and schedules thereto, as the same may be further amended, modified, restated, supplemented or replaced from time to time.
	(mm)	Interest Payment Date means each March 31, June 30, September 30 and December 31 of each calendar year for the period commencing on the Closing Date and ending on the earlier of (a) the Maturity Date and (b) any date on which the Borrower makes a full and complete prepayment of the Loan.
	(nn)	Interest Rate means ten percent (10.0%) per annum.
	(oo)	Interest Shares has the meaning specified in Section 3.1(c).
	(pp)	Judgment Currency has the meaning assigned to it in Section 12.19. (qq)
		Lender has the meaning set forth in the Preamble to this Agreement.
	(rr)	Lien means, as to any Person, means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, whether voluntary or involuntary, (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).
	(ss)	Loan has the meaning specified in Section 2.1(a).
	(tt)	Loan Documents means this Agreement, the Security Documents, the Promissory Notes, the Warrants, the Intercreditor Agreement, and each other Instrument executed by the Borrower, a Credit Party or a Subsidiary of the Borrower or a Credit Party, and delivered to the Lender in connection with this Agreement, any of the foregoing Instruments, whether or not specifically identified in this clause, as any of the foregoing may be amended, modified, supplemented, extended, revised or restated from time to time in accordance with their respective terms.
	(uu)	Losses has the meaning specified in Section 12.5.
	(vv)	Market Price means an amount equal to the VWAP for the Shares for the twenty (20) Trading Days immediately preceding any date of determination; provided, that if the Shares are no longer listed on the TSX or other similar public stock exchange where shares of public companies are freely and readily tradable, then the Market Price shall be equal to the Conversion Price.
	(ww)	Material Adverse Effect means an event or circumstances taken alone or in conjunction with other events or circumstances that has or could be reasonably expected to have a material adverse effect upon (a) the business, operations, prospects, creditworthiness, properties, assets or condition (financial or otherwise) of the Credit Parties, taken as a whole, (b) the ability of any Credit Party to perform its obligations under any Loan Document to which it is a party, (c) the amount which the Lenders would be likely to receive upon the liquidation of the Collateral, or (d) the validity or enforceability of any Loan Documents provided by a Credit Party or the rights and remedies of the Lenders hereunder.

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	(xx)	Material Agreement means means a contract to which a Credit Party is a party, the breach, non- performance, non-enforceability or cancellation of which or the failure of which to renew could have a Material Adverse Effect.
	(yy)	Maturity Date means the first to occur of (a) the Scheduled Maturity Date, or (b) the date on which the Lender elects to accelerate the due date of the Loan based upon the occurrence of a Repayment Event, as provided in Section 3.2(c), or (c) any date on which the Lender accelerates the due date of the Loan by reason of an Event of Default pursuant to Section 11.2.
	(zz)	Metals means nickel, lead, zinc, molybdenum, copper, cobalt, gold, silver, and all other metals, minerals, ores and similar substances.
	(aaa)	Mineral Properties means all surface, subsurface and mineral rights, and all surface, subsurface and mineral leases, concessions, licenses, claims, rights, titles or interests associated with a Project, and all related, associated or appurtenant rights, in each case howsoever characterized or designated, that are owned, held, or controlled, directly or indirectly, by a Credit Party, with such rights, titles and interests described with respect to each Project in Schedule 1.1(aaa).
	(bbb)	Obligations means all duties, covenants, agreements, liabilities, indebtedness, indemnifications and obligations of the Borrower and each Guarantor with respect to the repayment, payment or performance of all Indebtedness, liabilities and obligations (monetary or otherwise) of the Borrower, each Guarantor and each Subsidiary of a Guarantor, whenever arising, whether primary, secondary, direct, contingent, fixed or otherwise, and whether joint, several, or joint and several, established by or arising under or in connection with this Agreement or any other Loan Document, including, in each case, the payment of principal, interest, fees, expenses, reimbursements and indemnification obligations.
	(ccc)	Other Taxes has the meaning specified in Section 3.6(b).
	(ddd)	Pari Passu Facility means that certain subordinated facility agreement dated November 9, 2015 between the Borrower, Xxxxxxx & Xxxxxx Value Partners L.P. and the additional loan parties identified therein entered into including all annexes, exhibits and schedules thereto, as the same may be further amended, modified, restated, supplemented or replaced from time to time.
	(eee)	Party or party means each party to this Agreement. (fff)
		Permitted Liens means the following types of Liens:

	(i)	Liens securing the Obligations;
	(ii)	Liens securing the Senior Facility and the Pari Passu Facility;
	(iii)	Liens granted by a Credit Party to secure Indebtedness or other obligations owed to any other Credit Party;

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	(iv)	Liens for taxes, assessments and governmental charges the payment of which is not yet due and payable or which are being contested in good faith by a Credit Party and by appropriate proceedings promptly initiated and diligently conducted, and a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor;
	(v)	Liens imposed by law, such as carrier’s, warehousemen’s, mechanic’s, materialmen’s and other similar Liens securing obligations (other than Indebtedness for borrowed money) that are being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, and a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor;
	(vi)	Liens arising under capitalized leases of less than or equal to $2,000,000, in aggregate at any time, or Liens securing purchase money Indebtedness or of purchase money mortgages and any other Lien on equipment acquired, leased or held with a fair market value less than or equal to $2,000,000, on an aggregate basis at any time (including equipment held as lessee under a leveraged lease) in the ordinary course of business to secure the purchase price of or rental payments with respect to such equipment or to secure Indebtedness incurred for the purpose of financing the acquisition (including acquisition as lessee under leveraged leases), construction or improvement of any such equipment to be subject to such Liens existing on any such equipment at the time of such acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that (x) no such Lien shall extend to or cover any equipment other than the equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; (y) the principal amount of the Indebtedness secured by any such Lien, or any extension, renewal or replacement thereof, shall not exceed the greater of the fair market value or the cost of the property so held or acquired;
	(vii)	the Borrower deposits and pledges of cash or securities (only to the extent such deposits or pledges are incurred or otherwise arise in the ordinary course of business and secure obligations not past due) securing (i) the performance of bids, tenders, leases, contracts (other than for the payment of money) or statutory obligations or (ii) obligations on surety or appeal or performance bonds, including those to support or secure reclamation in accordance with applicable law, either (X) to a maximum of $500,000, or (Y) acquired or required in connection with the acquisition or operation of the Permitted Investments (as defined in the Senior Facility) but only to the extent that they are secured with sufficient cash collateral, or (Z) as required by any Governmental Agency to support or secure reclamation in accordance with applicable laws, and, in each case, only to the extent such deposits or pledges are incurred or otherwise arise in the ordinary course of business and secure obligations not past due;
	(viii)	pledges, deposits and Liens in connection with workers’ compensation, employment insurance and other similar legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements to the extent required by law;
	(ix)	rights of set-off or bankers’ Liens upon deposits of cash or broker’s Liens upon securities in favour of financial institutions, banks or other depositary institutions to a maximum of $10,000;

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	(x)	survey exceptions, title defects, easements, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations for the payment of money or (ii) materially adversely impair the value of such property or its use by any Credit Party in the normal conduct of such Person’s business;
	(xi)	Liens given in the ordinary course of business to a public utility or any municipality or governmental or other public authority when required by such utility or municipality or governmental or other authority in connection with the operations of any Credit Party;
	(xii)	with respect to Liens set forth in clause (vi), replacement liens in respect of any refinancing or the replacement of the underlying Indebtedness provided such refinancing or replacement does not increase the then-outstanding principal balance of such Indebtedness being refinanced or replaced;
	(xiii)	Liens which could not be reasonably expected to cause a Material Adverse Effect, arising or potentially arising under statutory provisions (other than Environmental Laws) which have not at the time been filed or registered in accordance with applicable law or of which written notice has not been duly given in accordance with applicable law or which, although filed or registered, relate to obligations not due or delinquent;
	(xiv)	the right reserved to or vested in any government or Governmental Agency by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of the Person, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;
	(xv)	Liens arising from the right of distress enjoyed by landlords or Liens otherwise granted to landlords, in either case, to secure the payment of arrears of rent in respect of leased properties;
	(xvi)	Liens identified in any title opinions previously delivered by the Borrower or any other Credit Party to the Lender or any of their respective Affiliates;
	(xvii)	Liens granted to the Lenders or any of their Affiliates;
	(xviii)	Liens identified on Schedule 1.1(fff)(xviii); and
	(xix)	Liens securing Indebtedness which is postponed and subordinated to the Obligations to the satisfaction of the Required Lenders, actingreasonably.

	(ggg)	Person means an individual, partnership, corporation (including a business trust), joint venture, limited liability company or other entity, or a Governmental Authority.
	(hhh)	Projects means, individually and collectively, the mineral development or exploration projects associated with the Borrower’s Galena Complex located in Wallace, Idaho (the “Galena Complex” and its Cosala Operations located in the State of Sinaloa, Mexico (the “Cosala Operations”), as each such Project is further described in Schedule 1.1(hhh), together, in each case, with all Mineral Properties associated with or forming part of such project.

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	(iii)	Promissory Notes means the senior secured promissory notes of the Borrower in substantially the form attached hereto as Exhibit A, issued pursuant to Section 2.1(b) hereof.
	(jjj)	Properties means all real property rights, titles and interests, whether surface, subsurface, mineral, water or otherwise, and all fee interests, mineral concessions, other mineral or surface leases, rights of use, access rights, concessions, licenses, claims, rights, titles or interests, and all related, associated or appurtenant rights, in each case howsoever characterized or designated, that are owned, leased, held, or controlled, directly or indirectly by a Credit Party or by a Subsidiary of a Credit Party, with such rights, titles and interests described with respect to each Project in Schedule 1.1(jjj), together with all right, title and interest hereafter acquired by any Credit Party or Subsidiary of a Credit Party in or adjacent to the interests described in Schedule 1.1(jjj) and the lands subject to any Instrument.
	(kkk)	Quarterly Date means each March 31, June 30, September 30 and December 31 of each Year.
	(lll)	Repayment Event means the occurrence of any one of the following at any time prior to the Maturity Date, which has not been approved in advance by the Lender: (a) the sale, assignment, transfer or other disposition by a Credit Party, directly or indirectly, in one or more transactions, of any interest in any Project; (b) the entry by any Credit Party into a partnership, limited liability company, joint venture or other cooperative arrangement with one or more third Persons, which has the effect or is intended to have the effect of granting to any such Person or Persons, directly or indirectly, the right to own, or right to acquire, more than twenty percent (20%) of a Credit Party’s right to manage and operate any Project or of a Credit Party’s aggregate right, title or interest in any Project; (c) the sale, assignment, transfer or other disposition by a Credit Party, directly or indirectly, of the right to manage and operate any Project; (d) the entry into or grant of any Royalty, Streaming Transaction, offtake agreement, supply agreement, sales agreement or other Instrument relating to the sale, conveyance, transfer or grant of an interest in Metals produced at or from any Project; or (e) the agreement by a Credit Party to enter into or undertake any of the foregoing or to enter into an agreement with respect to the foregoing.
	(mmm)	Representative means any director, officer, partner, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of a Person.
	(nnn)	Required Lenders means until such time as all of the obligations under the Senior Facility are discharged, Lenders holding more than fifty percent 50% of the outstanding principal balance of the Loan, and after the discharge of all of the obligations under the Senior Facility, Lenders holding more than fifty percent 50% of the outstanding principal balance of the sum of (i) the Loan and (ii) the Pari Passu Facility.
	(ooo)	Royalty means any share of mineral production, including a gross smelter return royalty, net smelter return royalty, overriding royalty, non-participating royalty, production payment, net profit interest, gross proceeds royalty and all other mineral royalties of every type and characterization.
	(ppp)	Senior Facility means that certain senior secured facility agreement dated as of August 7, 2013 which was subsequently amended by that certain first amendment to senior secured facility agreement dated as of June 30, 2015 among U.S. Silver, the Senior Lenders and the additional loan parties identified therein entered into including all annexes, exhibits and schedules thereto, as the same may be further amended, modified, restated, supplemented or replaced from time to time.

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	(qqq)	Senior Lenders means, collectively, Royal Capital Management Corp., for itself and on behalf of the other Senior Lenders in its capacity as Security Agent under the Senior Facility, Xxxx Shoom and Xxxxxxx Xxxxx, together with their respective successors and permitted assigns.
	(rrr)	Scheduled Maturity Date means February 11, 2017.
	(sss)	Securities Laws means all Governmental Requirements applicable to Equity Interests and the issuance and trading of Equity Interests and the respective rules and regulations applicable thereto together with all binding policy statements, national instruments, orders, blanket rulings, mandatory guidelines and other applicable regulatory acts and instruments, together with all regulations, policies, rules or requirements imposed by any applicable securities exchange, trading platform or other similar Person.
	(ttt)	Security Agent has the meaning specified in Section 10.1.
	(uuu)	Security Agreement means (a) each general security agreement given by a Credit Party for the benefit of the Lender, (b) each other Instrument whereby a Credit Party subordinates its rights to receive payment of any amounts from any other Credit Party to the complete payment in full of the Obligations, and (c) any other security agreement or other Instrument by which the Lender obtains a Lien in or on any personal property or assets of a Credit Party to secure the Obligations, together with all amendments, modifications, supplements, extensions, revisions and restatements thereof in accordance with its terms.
	(vvv)	Security Documents means each Guarantee, each Security Agreement, each Equity Interest Pledge Agreement, together, in each case, with all amendments, modifications, supplements, extensions, revisions and restatements thereto or thereof in accordance with their respective terms, all schedules and exhibits attached thereto and all financing statements, personal property security act filings and other Instruments required to be filed or recorded or notices required to be given in order to authenticate and perfect the Liens created by the foregoing and all other Instruments now or hereafter delivered by any Credit Party to the Lender in connection with this Agreement or any transaction contemplated hereby to secure the payment or performance of the Obligations.
	(www)	Shares means the common shares of no par value in the capital of the Borrower.
	(xxx)	Streaming Transaction means a contractual right to sell or purchase Metals (whether all or any portion thereof) produced at or from one or more Project.
	(yyy)	Subsidiary means, in respect of any Person at any date, (a) any corporation, company, limited liability company, association, joint venture or other business entity of which securities, membership interests or other ownership interests representing fifty percent (50%) or more of the voting power of all equity interests are owned or held, directly or indirectly, by such Person, (b) any partnership, limited liability company or joint venture wherein the general partner, managing partner or operator is, directly or indirectly, such Person, or (c) any other Person that is otherwise directly or indirectly controlled by such Person.
	(zzz)	Taxes has the meaning specified in Section 3.6(a).
	(aaaa)	Tradable Shares means Shares that are fully paid, duly issued and non-assessable; shall be evidenced by original certificates issued by the Borrower reflecting the Lender as the owner thereof; shall be free of Liens or other claims of rights or interests by third Persons therein; and shall be free of contractual restrictions or obligations (excluding any restrictive legend required to be included on the certificates in connection with applicable Securities Laws).

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	(bbbb)	Trading Day means a day on which the TSX or such other public stock exchange on which the Shares are principally traded is open and on which Shares are traded.
	(cccc)	TSX means the Toronto Stock Exchange.
	(dddd)	TSX Conditional Approval Letter means the letter issued by the TSX to the Borrower on February 9 . 2016 confirming the TSX’s conditional approval of the listing of up to an additional 30,000,000 Shares of the Borrower issuable upon the exercise of the Warrants.
	(eeee)	VWAP means Volume-Weighted Average Price, being the price per Share calculated by dividing (a) an amount equal to the total value of Shares traded during a particular time period, by (b) an amount equal to the total volume of Shares traded over that particular time period, which shall be based on the price and volume quotes provided by the TSX or such other applicable public stock exchange and published by Bloomberg, which amount shall be calculated by the Lender and deemed to be accurate absent manifest error.
	(ffff)	Warrants means the common share purchase warrants in substantially the form attached hereto as Exhibit B issued by the Borrower in favour of each Lender on a pro rata basis in accordance with the principal amount of the Promissory Note registered in the name of each Lender for an aggregate of 30,000,000 Shares.
	(gggg)	Year means a calendar year.

1.2 Accounting Principles.

All accounting terms not otherwise defined herein shall be construed, all financial computations required under this Agreement shall be made, and all financial information required under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis except as specifically provided herein.

1.3 Other Definitional Provisions; Date and Time References.

	(a)	Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the Schedules, the other Loan Documents and any certificate or other document made or delivered pursuant hereto.
	(b)	The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified.
	(c)	The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
	(d)	The word including means including without limitation or including, but not limited to, and does not create or denote a limitation.
	(e)	Unless otherwise expressly indicated, each reference to a time or date in any Loan Document shall be to the date and time in Toronto, Canada.

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	(f)	Unless otherwise expressly indicated, references to contracts, agreements or instruments are deemed to include all present and future amendments, supplements, restatements or replacements to or of such contracts, agreements or instruments.
	(g)	Unless otherwise expressly indicated, references to any legislation, statutory instrument or regulation or a section or other provision thereof is a reference to the legislation, statutory instrument, regulation, section or other provision as amended, restated or re- enacted from time to time.

Article 2
LOAN; USE OF PROCEEDS

2.1 Loan/Borrowing Procedure/Evidence of Indebtedness.

	(a)	Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties set forth herein and in the other Loan Documents, the Lenders agree to loan to the Borrower $2,900,000 (the Loan). Each Lender shall make advances available hereunder on the basis of such Lender’s Commitment, as set forth in Exhibit C annexed hereto.
	(b)	The Loan made by the Lenders shall be evidenced by one or more Promissory Notes executed and delivered by the Borrower in favour of each of the Lenders in the amount of such Lender’s Commitment.

2.2 Repayment of Loan

The principal amount of the Loan, together with interest thereon and all fees, costs and other amounts then owing, shall be due and payable in full on the Maturity Date. The Borrower covenants and agrees to repay the Loan, together with interest thereon, in accordance with the terms of this Agreement.

2.3 Use of Proceeds

The Borrower will utilize the Loan solely to fund general corporate and administrative expenditures substantially in accordance with the budget attached as Schedule 2.3.

Article 3
PROCEDURE AND PAYMENT

3.1 Interest.

	(a)	General. On each Interest Payment Date, the Borrower shall pay to the Lender interest on the Loan with respect to each quarterly period ending on the Quarterly Date immediately prior to such Interest Payment Date, at a rate of interest per annum based on a 360-day year basis equal to (a) the Interest Rate or (b) the Default Rate, as applicable. Interest accruing at the Default Rate shall be payable on demand. Accrued but unpaid interest on the Loan shall be payable in full on the MaturityDate.
	(b)	Default Interest. Interest on the Loan shall accrue and shall be payable by the Borrower at the Default Rate during all periods when any amounts payable by the Borrower as principal repayments, interest payments, expense payments or other amounts are due and payable hereunder, whether by acceleration or otherwise, but remain unpaid by the Borrower. Without prejudice to the rights of the Lender under the preceding sentence, the Borrower shall indemnify the Lender against any direct loss or expense which the Lender may sustain or incur as a result of the failure by the Borrower to pay the Loan when due.

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A certificate or other notice of the Lender submitted to the Borrower setting forth the basis for the determination of Default Rate interest due and of the amounts necessary to indemnify the Lender in respect of such loss or expense, shall constitute evidence of the accuracy of the information contained therein in the absence of manifest error and, absent notice from the Borrower of such error, shall be conclusive and binding for all purposes. Interest accruing at the Default Rate shall be payable on demand in immediately available funds in Dollars.

	(c)	Payment of Interest by Delivery of Tradable Shares. At the option of the Lender in its sole discretion, as evidenced by a written notice thereof delivered to the Borrower no more than three (3) Business Days prior to each Quarterly Date, the Borrower shall pay interest on the Loan in either immediately available funds in United States Dollars or, subject to TSX approval, by delivery of Tradable Shares (the Interest Shares) to the Lender, with such payment being due on the Interest Payment Date immediately following such Quarterly Date. If the Lender does not deliver a written notice within the aforementioned period of time, then the Lender will be deemed to have elected to have interest payable to it on the relevant Interest Payment Date by delivery of Interest Shares. The number of Interest Shares which are required to be delivered by the Borrower to the Lender in satisfaction of any interest payment payable by the delivery of Interest Shares shall be included in the notice provided by the Lender and shall be determined by the Lender by calculating the quotient of (i) the United States Dollar amount of the interest on the Loan which is due as of the Quarterly Date immediately prior to such Interest Payment Date (as converted into Canadian Dollars by the Lender by reference to the noon spot rate as published by the Bank of Canada on the business day preceding the applicable Interest Payment Date), divided by (ii) the Market Price on such Quarterly Date immediately prior to such Interest Payment Date. Payment of interest on the Loan by the delivery of Interest Shares shall be deemed satisfied upon irrevocable delivery of the appropriate number of Interest Shares to the Lender on each Interest Payment Date.
	(d)	Fractional Interests. The Borrower shall not be required to issue fractional Interest Shares upon payment of interest on the Loan in Interest Shares. If any fraction of a Share would, except for the provisions of this Section 3.1(d), be issuable upon payment of interest on the Loan in Interest Shares (or specified portion thereof), the Borrower shall issue to the Lender one (1) share for a fraction of an Interest Share greater than or equal to 0.50 and shall issue zero (0) shares for a fraction of an Interest Share less than 0.50.

3.2 Repayment of the Loan

	(a)	Principal Repayment. The Loan is due and payable in full on the Maturity Date.
	(b)	Voluntary Prepayment. Upon not less than five (5) Business Days’ prior written notice to the Lender, the Borrower may at any time prepay the entire amount of the Loan without penalty. Upon the giving of notice of prepayment, which shall be irrevocable, the prepayment, together with all interest accrued through the prepayment date, shall be due and payable on the date set forth therein. Any such voluntary prepayment of the Loan shall be in a minimum amount of the full amount of the Loan then outstanding. Amounts prepaid by the Borrower may not be re- borrowed by the Borrower.
	(c)	Mandatory Prepayment. The Borrower will prepay an amount equal to 125% of the Loan together with accrued interest thereon in full upon the repayment date specified in a written notice received by the Borrower from the Lender stating that the Lender requires the Loan to be repaid as a result of the occurrence of a Repayment Event. Amounts prepaid by the Borrower may not be re- borrowed by the Borrower.
	(d)	Illegality. If the Lender shall notify the Borrower that a Change in Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful for the Lender to perform its obligations under this Agreement to maintain the Loan of the Lender then outstanding hereunder, the Borrower shall, no later than 11:00 a.m. (Toronto time) on or before the date that is the earlier of (i) the date that is thirty (30) days after such notice is provided, or (ii) the earliest date required by applicable Governmental Requirements or Change in Law, prepay all of the Loan made by the Lender then outstanding, together with accrued interest on the principal amount prepaid to the date of such prepayment.

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3.3 Priority of Prepayments

All prepayments made by the Borrower shall be applied first to any amounts (other than principal or interest) then payable by any Credit Party hereunder or under any other Loan Documents, then to accrued and unpaid interest on the Loan, so prepaid, then to the principal amount of the Loan.

3.4 Payments and Computations

Except as otherwise expressly provided in this Agreement, payments by the Borrower pursuant to this Agreement or any other Loan Document, whether in respect of the Loan, interest or otherwise (other than interest or fee payments made by delivery of Shares), shall be made by the Borrower to the Lender not later than 12:00 noon (Toronto time) on the date due by delivery of Dollars in immediately available funds to an account designated in writing by each applicable Lender from time to time at least two (2) Business Days before any such due date. Except as otherwise expressly provided in this Agreement, payments by the Borrower pursuant to this Agreement or any other Loan Document of interest, fees or other amounts in Shares shall be made by the Borrower to the Lender not later than 12:00 noon (Toronto time) on the date due by delivery of one or more duly authorized and issued Share certificates evidencing the number of Shares then due, issued in the name of the Lender or such Affiliate of the Lender as designated by the Lender in writing. All payments under this Agreement to be made by the delivery of Shares shall be made by the delivery of Tradable Shares. All decisions with respect to the payment of interest, fees or other amounts under this Agreement by either (a) the delivery of Tradable Shares, or (b) the payment of immediately available funds, shall be made by the Lender in its sole discretion. All payments in immediately available funds shall be made in Dollars. For the purposes of converting any amount from or into Dollars or any other currency, the parties shall use the noon spot rate as published by the Bank of Canada on the preceding Business Day. All payments hereunder, whether by delivery of Tradable Shares or of United States Dollars, shall be made by the Borrower without set off, deduction, withholding or counterclaim not later than on the date when due. Any payments received hereunder after the time and date specified in this Section 3.4 shall be deemed to have been received by the Lender on the next following Business Day. All interest shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest is payable over a year comprised of three hundred sixty (360) days. Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.

3.5 Increased Costs

(a) Increased Costs Generally. If any Change in Law shall:

	(i)	impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender;
	(ii)	subject the Lender to any Taxes and Other Taxes payable by the Lender (other than Excluded Taxes or withholding Taxes or Other Taxes addressed in Section 3.6) with respect to this Agreement or the Loan, or change the basis of taxation of payments (in each case, except for a Change in Law in respect of a change in the rate of tax) to the Lender in respect thereof; or

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(iii) impose on the Lender any other condition, cost or expense affecting this Agreement or the Loan made by the Lender;

and the result of any of the foregoing shall be to increase the cost to the Lender of maintaining the Loan, or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount) then, upon request of the Lender, the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered. The Lender agrees to use reasonable efforts to avoid or to minimize any amounts which might otherwise be payable pursuant to this Section 3.5, at the cost and expense of the Borrower.

	(b)	Certificates for Reimbursement. A certificate of an authorized officer of the Lender setting forth the amount or amounts necessary to compensate the Lender or the Lender’s Affiliate, as the case may be, as specified in paragraph (a) of this Section 3.5 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof. Contemporaneously with such certificate the Lender shall provide the Borrower with reasonable supporting evidence of the amounts claimed to be due from the Borrower to the Lender and the steps Lender took to minimize such amounts.
	(c)	Delay in Requests. Failure or delay on the part of the Lender to demand compensation pursuant to this Section 3.5 shall not constitute a waiver of the Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Lender pursuant to the foregoing provisions of this Section 3.5 for any increased costs incurred or reductions suffered more than six months prior to the date that the Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of the Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.6 Taxes.

(a) General. Any and all payments and the delivery of any and all certificates, Shares, securities or other property or consideration by the Borrower or any other Credit Party hereunder shall be made in full, free and clear of and without deduction or withholding for any and all present or future taxes, levies, duties, imposts, assessments, deductions, charges, withholdings or other similar amounts, and all liabilities with respect thereto imposed on the Borrower or any Credit Party, other than Excluded Taxes (all such non- excluded taxes, levies, duties, imposts, assessments, deductions, charges, withholdings and liabilities being hereinafter referred to as Taxes). If the Borrower or any other Credit Party shall be required by law to deduct or withhold any Taxes from or in respect of any such payment, certificate, Share, security or other property or consideration payable or deliverable hereunder to the Lender, (i) the sum payable and the certificates, Shares, securities and other property or consideration so deliverable shall, subject to applicable law, be increased as may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums, certificates, Shares, securities and other property or consideration payable or deliverable under this Section 3.6) the Lender receives an amount and certificates, Shares, securities and other property or consideration as the case may be equal to the amount and certificates, Shares, securities and other property or consideration it would have received had no such deductions or withholdings been made, (ii) the Borrower or the Credit Party shall make such deductions or withholdings and (iii) the Borrower or other Credit Party shall pay the full amount required to be deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and within the time for payment prescribed by applicable law. If the Lender receives a credit against or a refund of Excluded Taxes for any amounts deducted or withheld, the Lender shall deliver to the Borrower the amount of such credit or refund.

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	(b)	Other Taxes. In addition, the Borrower agrees to pay any present or future stamp, sales, use or documentary taxes or any other excise or property taxes, charges, duties or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, any of the Loan Documents, or any Instrument contemplated thereby (hereinafter referred to as Other Taxes), other than Excluded Taxes.
	(c)	Tax Indemnity. The Borrower hereby indemnifies the Lender for, and agrees to hold the Lender harmless from, the full amount of all Taxes and Other Taxes payable by the Lender (other than Excluded Taxes) and any liability, cost or amount (including penalties, interest and expenses) arising therefrom or with respect thereto.
	(d)	Payment of Taxes. Within thirty (30) days after the date required for payment of any Taxes or Other Taxes required to be deducted or withheld by the Borrower in respect of any payment or delivery to the Lender, the Borrower will furnish to the Lender a form of evidence of payment thereof acceptable to the Lender in its sole discretion, acting reasonably.
	(e)	Delivery of Documentation. Each Lender shall deliver to the Borrower, at the time or times prescribed by applicable law or when reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law or by the relevant Governmental Authority and such other reasonably requested information as will permit the Borrower to determine (i) whether or not payments made by the Borrower hereunder or under any other Loan Document are subject to Taxes, (ii) if applicable, the required rate of withholding or deduction, and (iii) such Lender's entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish such Lender's status for withholding tax purposes in the applicable jurisdictions.
	(f)	Survival. Without prejudice to the survival of any other agreement hereunder, the agreements and obligations contained in this Section 3.6 shall survive the payment in full of the Loan, interest thereon and any other amounts due hereunder.

3.7 Interest Act of Canada

For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365- day year, the yearly rate of interest to which the rate used in such calculation is equivalent to the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

3.8 Interest on Money in Arrears

If (a) a Security Document creates a mortgage on real property or a hypothec on immovables, or (b) the Default Rate is determined to be unenforceable by a court of competent jurisdiction in a final and non- appealable judgment, then, in either case, the Default Rate shall be equal to the Interest Rate; provided that without limiting the effect of clause (b), nothing in clause (a) shall preclude the applicability of the Default Rate where (x) a Security Document that creates a mortgage on real property or a hypothec on immovables also creates a Lien on other property and assets or (y) the principal of or interest on the Loan or any fee or other amount payable by the Borrower under the Loan is also secured by a Lien other than a mortgage on real property or a hypothec on immovable.

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3.9 Usury

If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to the Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

	(a)	first, by reducing the amount or rate of interest; and
	(b)	thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada),

in each case, if necessary, to be effected by repayment by the Lender to the Borrower of any amount already received by the Lender that would be reduced by this Section (it being agreed that the Lender may elect whether to effect such repayment and reduction by return of shares or by payment of the applicable amount in cash to the Borrower).

Article 4
COLLATERAL SECURITY

4.1 Security Documents.

	(a)	Each Credit Party further represents, warrants and agrees that each such Security Document constitutes valid, effective and continuing security for the due, prompt and complete repayment of the Loan, the payment of all other amounts due hereunder, and for the prompt and complete performance of all other Obligations, whensoever arising.
	(b)	The Credit Parties further agree to grant, execute and deliver to the Lender all such Security Documents to which each of them is a party, in each case as and when contemplated by this Agreement or any other Loan Document.

4.2 Recordings and Filings of Security Documents

The Lender will record, register or file with or deliver to appropriate Governmental Authorities, account debtors or other Persons, the Security Documents, as necessary or appropriate, at the Borrower’s expense, together with all other Instruments necessary to establish, attach, protect, maintain or perfect the Liens of the Lender, each with the Agreed Priority.

4.3 Protection of Security Document Liens

Each Credit Party hereby authorizes the Lender to file such financing statements and other agreements, documents, registrations, filings or Instruments with such Governmental Authorities in such jurisdictions as it reasonably determines to be desirable and to take such other actions as the Lender determines to be necessary or desirable to legalize, authenticate, protect, perfect, continue and maintain the perfection of the Liens in the Collateral identified in the Security Documents. The Credit Parties agree to cooperate with the Lender in delivering all share certificates and other certificates (together with transfer powers of attorney executed in blank), if any, of Equity Interests pledged pursuant to a Security Document and in undertaking and completing all recordings, filings, registrations and other actions required in connection with the Security Documents, and the Credit Parties further agree to promptly take all such other actions as the Lender may reasonably determine to be necessary or appropriate to confirm, perfect, continue, maintain and protect the perfection of the Liens granted by the Security Documents.

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4.4 Validity of Liens

Each Credit Party hereby agrees that notwithstanding any provision of any other Loan Document to the contrary, (a) the Liens created pursuant to each Security Document shall secure all Obligations of the Credit Party which is a party thereto and (b) the Security Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, or will be perfected security interests and Liens in accordance with the requirements specified in such Security Documents or elsewhere in this Agreement, each with the Agreed Priority.

4.5 Right of Set-Off

Upon the occurrence and during the continuance of any Event of Default, the Lender is hereby authorized at any time and from time to time, without notice to the Borrower or any other Credit Party (any such notice being expressly waived by the Borrower and the other Credit Parties), to set off and apply any and all deposits (general or special, time or demand, provisional or final), at any time held and other indebtedness at any time owing by the Lender to or for the credit or the account of any Credit Party against any and all of the Obligations of any Credit Party now or hereafter existing, although such Obligations may be contingent and unmatured. The Lender agrees promptly to notify the Borrower and the appropriate Credit Party after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lender under this Section 4.5 are in addition to other rights and remedies (including, without limitation, other rights of set- off) which the Lender may have.

Article 5
CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Effectiveness of this Agreement

Upon the satisfaction (or waiver by the Lender in its sole discretion) of each of the following conditions precedent, this Agreement shall become effective (with the date of such satisfaction or waiver of each of the following conditions precedent being the Effective Date):

	(a)	The Lender or its counsel shall have received the following in form and substance as shall be satisfactory to the Lender:
		(i)	this Agreement, duly executed by the Borrower and the applicable Credit Parties;
		(ii)	the Promissory Notes, duly executed by the Borrower;
		(iii)	the Warrants, duly executed by the Borrower;
		(iv)	each other Security Document, each duly executed by the applicable Credit Party, together with any financing statements, filings or other Instruments for filing or registration, notarizations thereof, notices with respect thereto or other Instruments, including applicable estoppel letters, determined by the Lender, acting reasonably, to be necessary or desirable to establish, maintain, continue and perfect the Liens established pursuant to the Security Documents (other than in respect of the Projects);

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	(v)	to the extent not specifically referenced, each other Loan Document, duly executed by the applicable Credit Party or its Subsidiaries, as appropriate;
	(vi)	a certificate for each Credit Party from its jurisdiction of incorporation or organization confirming the due organization and good standing of such Credit Party in such jurisdiction, as applicable;
	(vii)	evidence satisfactory to the Lender that all Shares issuable pursuant to this Agreement have been authorized for issuance and all provisions pertaining to the issuance of Shares to the Lender contained in this Agreement comply with applicable Governmental Requirements, including applicable Securities Laws and that such issuance of Shares shall comply with applicable Governmental Requirements, including applicable Securities Laws; and
	(viii)	the TSX Conditional Approval Letter;

	(b)	all representations and warranties made by the Credit Parties herein and in any other Loan Document shall be true and correct;
	(c)	all approvals, consents and authorizations of Governmental Authorities or other Persons required in connection with this Agreement and the other Loan Documents, if any, shall have been obtained and remain in effect;
	(d)	there shall be no pending or threatened (in writing) action or proceeding before any Governmental Authority against or affecting any Credit Party or any Project which could reasonably be expected to have a Material Adverse Effect on any Credit Party;
	(e)	the Lender shall have received, in form and substance satisfactory to the Lender, search results from all relevant jurisdictions wherein a Credit Party conducts business or owns property, pertaining to all Lien filings, registrations and records appearing in such jurisdiction, together with copies of any documents, filings and Instruments on file in such jurisdictions;
	(f)	the Lender shall be satisfied with the form of the Loan Documents;
	(g)	the Credit Parties shall have made all public disclosures (including all information material to the Credit Parties and the Project) and submitted all applications, reports and information, and taken all other actions necessary, to comply in all material respects with applicable Securities Laws, and the Lender shall have confirmed such compliance to its satisfaction;
	(h)	each Credit Party shall have performed and complied with all agreements and conditions herein and in the other Loan Documents required to be performed and complied with on or prior to the Effective Date, except those agreements and conditions waived by the Lender;
	(i)	no Default or Event of Default shall have occurred and be continuing on such date; and
	(j)	there shall not exist any litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to any Credit Party or its Subsidiaries, which has had, or could reasonably be expected to have, a Material Adverse Effect, or which could reasonably be expected to affect the legality, validity or enforceability of this Agreement or any other Loan Document, that has not been settled, dismissed, vacated, discharged or terminated.

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Article 6
REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of the Credit Parties

Each of the Credit Parties, for itself and on behalf of each of its Subsidiaries, hereby represents and warrants to the Lender as follows:

	(a)	Qualification and Organization. It has all requisite corporate, partnership or limited liability company power and authority to enter into this Agreement and the other Loan Documents to which it is a party and to carry out the transactions contemplated hereby and thereby. It is otherwise duly qualified to do business as a foreign corporation or other applicable entity in each jurisdiction where the nature of its business or properties requires such qualification except where failure to do so could not reasonably be expected to have a Material Adverse Effect. It is a corporation, partnership or a limited liability company, duly incorporated or organized (respectively), validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable.
	(b)	Authorization; No Conflict. The execution, delivery and performance by it of this Agreement and of the other Loan Documents to which it is a party have been duly authorized by all necessary shareholder, manager, partner, member and corporate action on the part of such Credit Party or Subsidiary thereof and do not and will not (i) contravene the articles of incorporation, articles, charter or by-laws, operating agreement, notice of articles or similar constituent documents of such Credit Party or Subsidiary thereof; (ii) violate any provision of any Governmental Requirement, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such Credit Party or Subsidiary thereof unless such violation could not reasonably be expected to have Material Adverse Effect; (iii) result in a breach of or constitute a default under, or require the consent of any Person pursuant to, any agreement to which any Credit Party or Subsidiary thereof is a party or by which any such Credit Party, any Subsidiary thereof or any of their respective properties may be bound or affected other than the Senior Facility, the Pari Passu Facility or where the such breach, default or failure to obtain such consent could not reasonably be expected to have a Material Adverse Effect; or (iv) result in, or require, the creation or imposition of any Lien (other than Liens arising under the Security Documents) upon or with respect to any of the properties now owned by any Credit Party or any Subsidiary thereof and, to the knowledge of each Credit Party, no Credit Party or Subsidiary thereof is in default in any material respect under any such Governmental Requirement, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.
	(c)	Governmental and Other Consents and Approvals. No authorization or approval or other action by or consent of, and no notice to or filing or registration with, any Governmental Authority or any other Person is required (i) for the due execution and delivery of the Loan Documents, and the incurrence and due performance of, the financial obligations of the Credit Parties or any Subsidiary thereof under this Agreement or any other Loan Document, or (ii) except for ongoing filings obtained in the ordinary course of the Credit Parties’ business, for the due performance of all other Obligations of the Credit Parties or any Subsidiary thereof under this Agreement or any other Loan Document, except for such authorizations, approvals or other actions as have been obtained or notices or filings as have been made.
	(d)	Binding Obligations. This Agreement and each of the other Loan Documents constitutes a legal, valid and binding obligation of each of the Credit Parties and/or each Subsidiary thereof that is a party thereto, enforceable against such Credit Party or Subsidiary thereof that is a party thereto in accordance with their respective terms (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws or equitable principles affecting enforcement of creditors’ rights generally at the time in effect).

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	(e)	Litigation. There is no claim, action, lawsuit, proceeding, arbitration or investigation pending or, to the knowledge of the Credit Parties, threatened in writing against or involving any Credit Party or any Subsidiary thereof or any Project or any portion thereof, which alleges the violation of any Governmental Requirement, or which questions the validity of this Agreement or any of the other Loan Documents or any action taken or to be taken pursuant to this Agreement or any of the Loan Documents, which involves any Material Agreement, or which could reasonably be expected to result, either in any case or in the aggregate, in a Material Adverse Effect on a Credit Party.
	(f)	Information Accurate. All reports, certificates, status updates and other written information (excluding projections and budgets) delivered to the Lender are true, accurate and complete in all material respects as of the date noted thereon. None of the written information delivered to the Lender by any Credit Party or Subsidiary thereof in connection with this Agreement or the transactions contemplated hereby or in connection with the business of the Credit Parties or the Project contained any material misstatement of fact or omits to state a material fact as at the date it was provided, and all projections contained in any such information, exhibits or reports, were based on reasonable assumptions, and to the knowledge of the Credit Parties all calculations contained in such projections were accurate in all material respects, and such projections presented the then-current good faith estimate of the future business, operations and affairs of such Credit Party or Subsidiary thereof.
	(g)	Capital Structure. As of the date hereof, each Credit Party and each Subsidiary thereof has the number of Equity Interests specified in Schedule 6.1(g). All Equity Interests identified in such Schedule are duly and validly issued and are fully paid and non- assessable. The Borrower has duly authorized sufficient Shares to permit the satisfaction of any obligation to issue Shares to the Lender as described herein (including with respect to the issuance of Shares with respect to the Interest Shares). Except as set out in Schedule 6.1(g), neither the Borrower nor any Credit Party has any outstanding warrants, options, preferential rights or other obligations to issue additional shares or other Equity Interests, including any stock or securities convertible into or exercisable or exchangeable for any shares of its capital stock or any rights or options to purchase any of the foregoing, or to convert any existing Indebtedness to Equity Interests in a Credit Party. No Credit Party or Subsidiary is a party to or subject to a shareholders agreement, voting agreement, proxy agreement, lock-up or other similar agreement with respect to the ownership or control of Equity Interests of a Credit Party or a Subsidiary of a Credit Party.
	(h)	Foreign Corrupt Practices. No Credit Party or, to the knowledge of any Credit Party, any Affiliate of a Credit Party or any Representative acting on behalf of a Credit Party or any of its Subsidiaries has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic governmental official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, Corruption of Foreign Public Officials Act (Canada), as amended, or other similar Governmental Requirements applicable to any Credit Party; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

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6.2 Representations and Warranties of the Lender

The Lender hereby represents and warrants to the Borrower that it:

	(a)	has not received or been provided with an offering memorandum or similar document in connection with the Agreement;
	(b)	has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Borrower;
	(c)	is entering into the Agreement as principal for its own account for investment only, and not with a view to resale or distribution;
	(d)	understands that the Tradable Shares and Shares issuable pursuant to this Agreement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States and that the sale contemplated hereby is being made in reliance on an exemption from such registration requirements; and
	(e)	has not entered into the Agreement as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

Article 7
AFFIRMATIVE COVENANTS OF THE CREDIT PARTIES

Until full and final payment and performance of the Obligations and the termination of this Agreement, each of the Credit Parties shall, unless the Lender otherwise consents in writing (which consent the Lender may grant or withhold in its sole discretion), perform all covenants in this Article 7.

7.1 Compliance with Laws, Etc.

Each Credit Party shall comply, and shall cause each of its Subsidiaries to comply, in all material respects, with all applicable Governmental Requirements, including Environmental Laws, and each Credit Party shall own, operate and manage, and shall cause each of its Subsidiaries to own, operate and manage, the Project in compliance in all material respects with all applicable Governmental Requirements, including Environmental Laws except where failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Credit Party shall pay, and shall cause each Credit Party and each Subsidiary thereof to pay, all Taxes, assessments, and governmental charges imposed upon them or their respective property before the same become delinquent, except to the extent contested in good faith and adequately reserved for in accordance with GAAP to such Credit Party or Subsidiary thereof.

7.2 Inspection

At any reasonable time during normal business hours and from time to time, on reasonable notice, each Credit Party shall permit, and shall cause each of its Subsidiaries to permit, the Lender and its Representatives to examine and make copies of and abstracts from the records and books of account of, and to visit the properties of, each Credit Party and each Subsidiary thereof and to discuss the affairs, finances and accounts of each Credit Party or any Subsidiary thereof with any Representative of a Credit Party or any Subsidiary thereof. At any time when a Default or Event of Default has occurred and is continuing, the cost and expense of all site visits and inspections by the Lender or its Representatives shall be for the account of the Credit Parties.

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7.3 Keeping of Records and Books of Account

Each Credit Party shall keep, and shall cause each of its Subsidiaries to keep, adequate records and books of account, in which complete entries shall be made reflecting all financial transactions of each Credit Party and each Subsidiary thereof, and with respect to each Credit Party and each Subsidiary thereof on a consolidated basis, the foregoing shall be in accordance with GAAP as it relates to each Credit Party and each Subsidiary thereof at such point in time, and in each case, consistently applied.

7.4 Preservation of Existence, Etc.

Each Credit Party shall preserve and maintain, and shall cause each of its Subsidiaries to preserve and maintain, its respective corporate (or, as applicable, other) existence, rights, franchises and privileges in the jurisdiction of their incorporation or formation; and, each Credit Party will qualify and remain qualified, and will cause each of its Subsidiaries to qualify and remain qualified, as a foreign entity in each jurisdiction in which such qualification is necessary or desirable in view of their business and operations or the ownership of their properties except where failure to do so could not reasonably be expected to have a Material Adverse Effect.

7.5 Conduct of Business

Each Credit Party shall engage solely, and will cause each Credit Party and each of its Subsidiaries to engage solely, in the business of developing and operating the Projects, and other activities incident thereto, in accordance with generally accepted industry practices. Each Credit Party shall use commercially reasonable efforts, and shall cause each of its Subsidiaries to develop, manage, operate and use the Projects in accordance with prudent industry practices.

7.6 Notice of Default

The Borrower shall furnish to the Lender as soon as possible and in any event within three (3) Business Days after the occurrence of each Event of Default or Default continuing on the date of such statement, a statement of the president or chief financial officer of the Borrower, setting forth the details of such Event of Default or Default, and the action which the Borrower is taking or proposes to take with respect thereto.

7.7 Maintenance of Unissued Shares; Compliance with Securities Laws; TSX Listing and Compliance.

	(a)	Forthwith after the Effective Date, if applicable, and any applicable Interest Payment Date, the Borrower shall file such forms and documents as may be required by Securities Laws and the TSX relating to the issuance of any Tradable Shares.
	(b)	The Borrower shall, and shall cause the other Credit Parties to, comply with all applicable TSX rules and policies, including TSX quantitative and qualitative continued listing requirements except where failure to do so could not reasonably expected to have a Material Adverse Effect.
	(c)	The Borrower will at all times maintain sufficient authorized but unissued Shares to meet its obligations hereunder (including with respect to interest payments), and all Shares issued to the Lender hereunder shall be Tradable Shares.

7.8 Maintenance of TSX Listing

The Borrower will use its commercially reasonable efforts to maintain the listing of the Shares and, to the extent issued, the Interest Shares, for trading on TSX or such other stock exchange that is reasonably acceptable to the Lender and to remain in good standing with such stock exchange in accordance with the rules and policies thereof. The Borrower will also use its commercially reasonable efforts to maintain its status as a “reporting issuer” in the Provinces of British Columbia, Alberta, Ontario and Quebec not in default of applicable securities laws in such Provinces.

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7.9 Public Announcements

The Credit Parties will consult with the Lender prior to issuing any press release or other public announcement regarding this Agreement, the Lender (or any of its Affiliates) or the transactions contemplated hereby. The Credit Parties shall not make or issue any public announcement, press release, public statement or other public filing or issuance with respect to this Agreement, the transactions contemplated hereby, or the Lender (or any of its Affiliates), without the prior review, comment and approval of the Lender; provided, that if such public announcement, press release, public statement or other public filing or issuance is required by applicable Governmental Requirements, then the Lender shall not unreasonably withhold or delay its consent. The party proposing to make an announcement, press release, public statement or other public filing shall provide a copy of any such proposed public announcement, press release, public statement or other public filing or issuance to the Lender for review and comment, and the party proposing to issue any of the foregoing shall use its commercially reasonable efforts to provide such document to the Lender at least two (2) Business Days prior to release. The Credit Parties agree to incorporate any reasonable comments or changes proposed by the Lender. Any comments provided by the Lender shall not be considered certification by such party as to the accuracy, veracity or completeness of the information contained in such public announcement, press release, public statement or other public filing or issuance, or a confirmation or certification by the Lender that the content of such document complies with Securities Laws or other applicable Governmental Requirements.

7.10 Additional Guarantors

Each Credit Party shall ensure that on or prior to any Person becoming a Subsidiary of a Credit Party:

	(a)	each such Person shall execute and deliver a Guarantee in favour of the Lender and shall join this Agreement as a Credit Party;
	(b)	each such Person shall execute and deliver a Security Agreement;
	(c)	each such Person shall execute and deliver such other Security Documents in favour of the Lender and grant such other security interests in favour of the Lender as the Lender may require;
	(d)	the Lender shall have received evidence of registration or other perfection of all Security Documents in such jurisdictions as may be necessary or appropriate to ensure that such Security Documents create legal, valid, binding, enforceable security interests with the Agreed Priority;
	(e)	the Lender shall have received all discharges, subordination agreements, waivers, confirmations and estoppels as the Lender may require to ensure that all Obligations are secured by Liens with the Agreed Priority on the property and assets of such Person; and
	(f)	the Lender shall have received such other documents, certificates and Instruments as the Lender may request;

with each of the foregoing in form and substance reasonably satisfactory to the Lender.

7.11 Shares Delivered to the Lender

All Shares issued and delivered to the Lender as Interest Shares, shall be (a) fully paid, duly issued and non-assessable; (b) issued by the Borrower in original certificates reflecting the Lender (or its designee) as the owner thereof; and (c) free and clear of all Liens and other claims of right or interest by any third Person (other than those granted by the Lenders or their designees) and shall be free and clear of other contractual restrictions or obligations (other than those agreed to and entered into by the Lender).

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Article 8
NEGATIVE COVENANTS OF THE CREDIT PARTIES

Until the full and final payment and performance of the Obligations and the termination of this Agreement, each of the Credit Parties shall, unless the Lender otherwise consents in writing (which consent the Lender may grant or withhold in its sole discretion), perform all covenants in this Article 8.

8.1 Use of Loan Proceeds

No Credit Party shall, and each Credit Party shall cause its Subsidiaries to not, use the proceeds of any Loan, or any portion thereof, for any purpose other than as expressly set forth in Section 2.3 hereof.

Article 9
[INTENTIONALLY DELETED]

Article 10
THE SECURITY AGENT

10.1 Appointment of Security Agent.

Royal Capital Management Corp., is hereby appointed by the Lenders as security agent (in such capacity the "Security Agent") for the purposes of this Agreement and the other Loan Documents, and Royal Capital Management Corp. hereby accepts such appointment upon the terms and conditions hereof.

10.2 Authority to Act for Lenders.

The Security Agent shall have the right and authority with full power of substitution to act for and on behalf of the Lenders with respect to each Loan Document to which any Lender is a party, including the right to create, accept, perfect and execute, as directed by the Required Lenders, such Loan Document and any and all amendments and renewals of such documents and, on behalf of the Lenders, to exercise in accordance with the provisions hereof the Lenders’ rights under such Loan Documents, and shall incur no liability to the other Lenders in connection with any failure to act thereunder as amended or renewed from time to time. The Security Agent is hereby authorized by the Lenders to execute, deliver and perform each of the Loan Documents to which the Security Agent is or is intended to be a party, and each Lender agrees to be bound by all of the agreements of the Security Agent contained in the Loan Documents.

10.3 Reliance.

The Security Agent shall be entitled to act upon any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication furnished, in each case in writing, hereunder or under any other Loan Document which it in good faith believes and on its face appears to be genuine, and it shall be entitled to rely upon the due execution, validity and effectiveness, and the truth and acceptability, of any provisions contained therein. The Security Agent shall not have any responsibility to make any investigation into the facts or matters stated in any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication furnished to it hereunder or under any other Loan Document.

10.4 Written Direction; Liability.

Except as otherwise provided in this Agreement and the other Loan Documents, the Security Agent:

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	(a)	shall only take such action under this Agreement and the other Loan Documents as it shall be directed in writing by the Required Lenders or otherwise in accordance with this Agreement or any of the other Loan Documents;
	(b)	shall not give any direction or consent under this Agreement or any other Loan Document or enter into any agreement amending, modifying, supplementing or waiving any provisions of this Agreement or any other Loan Document unless it shall have been directed to do so in writing by the Required Lenders;
	(c)	shall not be under any obligation or duty to take any action unless and until directed to do so by the Required Lenders in accordance with this Section 10.4. The Security Agent shall at any time be entitled to request directions from the Required Lenders as to the manner in which it should exercise any right, power or authority and may refrain from acting until such directions have been received.

The Security Agent shall not be required to exercise any discretionary power granted to it herein or in any Loan Document, but may act or refrain from acting upon the written direction of the Required Lenders. The Security Agent shall not be liable for any error of judgment or for any act done or omitted to be done by it in good faith or for any mistake of fact or law, or for anything which it may do or refrain from doing, except for its own gross negligence or wilful misconduct. The Security Agent shall not be required to risk, expend or advance any of its own moneys in performing its obligations hereunder and shall not be required to perform any act which would involve it incurring expense or liability until it has received sufficient funding therefor and has been indemnified to its reasonablesatisfaction.

10.5 Resignation, Replacement and Successor Agent.

The Security Agent at any time may resign as Security Agent hereunder and under the other Loan Documents, upon giving not less than thirty (30) days' notice in writing to the Borrower and the Required Lenders. The Security Agent may be removed as the Security Agent hereunder and under the other Loan Documents, by an instrument in writing signed by the Required Lenders. Upon resignation of the Security Agent, a successor Security Agent shall be appointed by the Required Lenders and, so long as no Event of Default has occurred and is continuing, with the consent of the Borrower, such consent not to be unreasonably withheld or delayed. No resignation or removal of the Security Agent and no appointment of a successor Security Agent shall be effective until the successor Security Agent has accepted its appointment hereunder. If no successor Security Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the date fixed for such resignation or such removal, the Security Agent may, at the expense of the Borrower, petition any court of competent jurisdiction for the appointment of a successor Security Agent. Such court may thereupon, after such notice, if any, as it may prescribe, appoint a successor Security Agent. Any successor Security Agent appointed pursuant to this Section 10.5 shall be a bank or trust company of international repute and suitable experience acting through a branch or office in Canada. Any successor Security Agent shall evidence its acceptance of the trust hereunder by executing and delivering to the Borrower, each Lender, and the Security Agent an instrument accepting its appointment as Security Agent hereunder, and thereupon such successor Security Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder with like effect as if originally named as Security Agent herein, and such predecessor shall have no further obligation or liability hereunder except for liability with respect to its acts or omissions prior to such succession pursuant to Section 10.4; nevertheless, on the request of any party hereto or such successor Security Agent, the Security Agent ceasing to act shall execute and deliver instruments transferring to such successor Security Agent all rights and powers of the Security Agent so ceasing to act, including any such instruments necessary to assign and/or novate the relevant Loan Documents, and shall deliver to such successor Security Agent all property held by it under the Loan Documents, provided that all indemnities in favour of the substituting or resigning Security Agent shall be retained by such substituting or resigning trustee.

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Article 11
EVENTS OF DEFAULT

11.1 Event of Default

Each of the following events shall be an Event of Default hereunder:

	(a)	Nonpayment. The Borrower shall fail to repay the Loan as and when due hereunder (whether at stated maturity, by prepayment, on demand or otherwise), or shall fail to pay interest hereunder when due (whether on a payment date, by prepayment, on demand or otherwise), or shall fail to pay any other amount due hereunder when due (whether on the date when due, by prepayment, on demand or otherwise).
	(b)	Specific Defaults. The Borrower or any other Credit Party shall fail to observe or perform any of its covenants contained in this Agreement, and such Borrower or Credit Party has not remedied such default within thirty (30) days after written notice of default has been given by the Lender to the Borrower.
	(c)	Representation or Warranty. Any representation or warranty made by any Credit Party in any Loan Document or in any certificate at any time required pursuant to the terms of this Agreement to be given by such Person in writing pursuant or in connection with any Loan Document is false or misleading in any material respect on the date made or reaffirmed, would have a Material Adverse Effect and continues for a period of fifteen (15) days after written notice specifying such falseness and requiring such falseness to be remedied has been given by the Lenders to the Borrower.
	(d)	Cross-Default. A default shall occur under any other agreement or Instrument pertaining to indebtedness for borrowed money in an amount in excess of $500,000 or any such indebtedness for borrowed money in excess of $500,000 shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.
	(e)	Involuntary Bankruptcy; Appointment of Receiver, etc. (1) A court enters a decree or order for relief with respect to any Credit Party or any of their respective properties pursuant to any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, including the Bankruptcy and Insolvency Act (Canada) and the Companies' Creditors Arrangement Act (Canada), or (2) subject to Section 11.1(f), the continuance of any of the following events for 30 days unless dismissed or discharged: (a) an involuntary case is commenced against all or a portion of the assets of any Credit Party by a Person other than a Lender, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (b) enforcement proceedings are commenced against any Credit Party by a Person other than the Agent or the Lenders in respect of assets of a Credit Party having a value in excess of $1,000,000; or (c) a decree or order of a court for the appointment of an administrator, controller, receiver, interim receiver, manager, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Credit Party, or over all or a substantial part of their respective property, is entered; or (d) an interim receiver, trustee or other custodian is appointed without the consent of any Credit Party, for all or a substantial part of the property of any such Person.
	(f)	Voluntary Bankruptcy; Appointment of Receiver, etc. (1) An order for relief is entered with respect to any Credit Party or any of their respective properties or any Credit Party commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case under any such law or consent to the appointment of or taking possession by a receiver, trustee, administrator, controller, or other custodian for all or a substantial part of any Material Loan Party’s property; or (2) any Credit Party makes any assignment for the benefit of creditors; or (3) any Credit Party enters into or resolves to enter into any arrangement, composition or compromise with any of its creditors in excess of $1,000,000; or (4) the board of directors of any Credit Party adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this Section 11.1(f) .

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	(g)	Judgments. Any money judgment, writ or warrant of attachment, or similar process involving (1) an amount in any individual case in excess of $1,000,000 or (2) an amount in the aggregate at any time in excess of $2,000,000 is entered or filed against any Credit Party or any of their respective assets and is either not fully covered by independent third-party insurance or remains unpaid, undischarged, unvacated, unbonded or unstayed and uncontested by a Credit Party for a period of 30 days or in any event later than five (5) days prior to the date of any proposed sale thereunder.
	(h)	Security Interest. Any Security Document after delivery thereof shall for any reason, except to the extent permitted by the terms thereof or the terms hereof, cease to create a valid and perfected Lien having the Agreed Priority with respect to any of the Collateral purported to be covered thereby, or a Credit Party shall so state or claim in writing. Without limiting the foregoing, this Agreement or any of the other Loan Documents, or any material provision hereof or thereof, shall at any time after execution and delivery hereof or thereof: (i) for any reason, cease to be a legal, valid and binding obligation of any Credit Party or cease to be enforceable against any Credit Party in accordance with its terms or shall be declared to be null and void and any such document has not been replaced by a valid and enforceable document and equivalent in effect to such document, assuming such document had originally been valid and enforceable, in form and substance acceptable to the Lender, within fifteen (15) days of such cessation or declaration, provided, however, that such grace period shall only be provided if the relevant Credit Party actively cooperates with the Lender to so replace such document; or (ii) the legality, validity, binding nature or enforceability of this Agreement or any other Loan Document, or any provision hereof or thereof, shall be contested by any Credit Party or any Credit Party shall deny that it has any further liabilities or obligations hereunder or thereunder, or any Credit Party purports to revoke, terminate or rescind any Loan Document.
	(i)	Material Adverse Change. A change in the business, financial condition or prospects of any Credit Party or any Project occurs, which has had, or could be reasonably expected to have, a Material Adverse Effect.
	(j)	Change of Control. A Change of Control shall have occurred.
	(k)	Delisting; Suspension. The Shares shall be suspended or delisted from the TSX or other stock exchange contemplated by Section 7.8.

11.2 Remedies Upon Event of Default.

	(a)	Termination of Obligations. Upon the occurrence of an Event of Default specified in Section 11.1 of this Agreement, all obligations of the Lender hereunder shall terminate, but such termination shall not limit any rights or remedies of the Lender hereunder.
	(b)	Acceleration upon Notice. Upon the occurrence of an Event of Default and notice to the Borrower by the Required Lenders that it wishes to accelerate payment, the Loan, together with all interest thereon and all other amounts owed by the Borrower hereunder to the Lender, shall be accelerated and become immediately due and payable in full.

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	(c)	Availability of Rights and Remedies. Upon the occurrence of an Event of Default, all of the rights and remedies provided to the Lender under the Security Documents shall become immediately enforceable, and the Lender shall have all other rights and remedies available at law or in equity.
	(d)	Cumulative Rights and Remedies. All rights and remedies of the Lender set out in this Agreement, the Security Documents, the other Loan Documents and otherwise available at law or in equity are cumulative, and no right or remedy contained herein or therein is intended to be exclusive; each such right or remedy is in addition to every other right and remedy contained in this Agreement, the Security Documents and the other Loan Documents, or in any existing or future agreement, or now or in the future existing at law, in equity, by statute or otherwise.
	(e)	Waiver of Presentment. Except as expressly provided above in this Section 11.2, presentment, demand, protest and all other notices of any kind are hereby expressly waived. From and after the an Event of Default, interest on the Loan shall accrue at the Default Rate and shall be payable on demand.

Article 12
MISCELLANEOUS

12.1 Amendments, Etc.

Except as otherwise expressly provided in this Agreement, no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Credit Party or the Lender therefrom, shall in any event be effective unless the same shall be in writing and signed by the other party, and, in the case of any amendment, by the Credit Parties and the Lender and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

12.2 Notices; Etc.

All notices, requests, demands and other communications provided for hereunder shall be in writing (including facsimile communication) and transmitted to the following address or facsimile:

if to the Borrower or Guarantors:

000 Xxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX X0X 0X0

	Attention:	Xxxxx XxXxx
	Phone:	000.000.0000
	Facsimile:	866.401.3069
	E-Mail:	xxxxxx@xxxxxxxxxxxxxxxxxx.xxx

and if to the Lenders:

Royal Capital Management Corp. 0000
Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX
X0X 0X0

	Attention:	Xxxxxxx Xxxxx
	Phone:	000.000.0000
	Facsimile:	416.221.1253
	Email:	xxxxxx@xxxxxx.xxx

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and

Xxxxxxx & Xxxxxx LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000

	Attention:	Xxxxxx Xxxxxxx
	Phone:	000.000.0000
	Facsimile:	212.269.7893
	Email:	XXX@xxxxxxx.xxx

or, as to each Party, at such other address or number as shall be designated by such Party in a written notice to the other. All notices, requests, demands or other communications to or upon the respective Parties shall be in writing (including by facsimile or e-mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made: (a) when delivered by hand, upon receipt; (b) when transmitted via telecopy (or other facsimile device) to the number set out herein, upon transmission; (c) on the Business Day immediately following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service; (d) on the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid; or (e) when delivered by e-mail, upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment), provided that if such notice, request, demand or communication transmitted by e-mail is not sent during the normal business hours of the recipient, such notice, request or demand shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. Notices delivered to the Lender pursuant to Article 2 or Article 3 hereof shall not be effective until actually received by the Lender. Each Credit Party agrees that any notice, request, demand or communication delivered to the Borrower in accordance with the terms of this Section 12.2 shall constitute and be deemed delivery of such notice, request, demand or communication to each Credit Party.

12.3 No Waiver; Remedies

No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder, or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder, or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

12.4 Costs and Expenses

The Borrower and the other Credit Parties agree to pay on demand all reasonable costs and expenses of the Lender in connection with the negotiation, preparation, execution, and delivery of this Agreement, the other Loan Documents and the other documents and Instruments to be delivered hereunder, including, without limitation the reasonable fees and expenses of all legal counsel and independent consultants to the Lender and all other out-of-pocket expenses of the Lender. The Borrower and the other Credit Parties agree to pay on demand all actual, out of pocket reasonable costs and expenses of the Lender in connection with the administration of this Agreement and the other Loan Documents, including the reasonable costs and expenses incurred by the Lender in connection with one (1) annual site visit by the Lender to the Project per year, and all reasonable costs and expenses, if any, in connection with the protection of the Lender’s rights with respect to and the enforcement of this Agreement, the other Loan Documents and the other documents to be delivered hereunder (whether incurred before, during or after commencement of any bankruptcy, reorganization or insolvency actions pertaining to a Credit Party). All such expenses will be itemized in reasonable detail. The Borrower and the other Credit Parties acknowledge that they shall pay all aforementioned costs, expenses and taxes regardless of whether any Loan is advanced.

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12.5 Indemnification

The Borrower and each other Credit Party agree to indemnify the Lender and their respective directors, partners, managers, members, owners, principals, shareholders, officers, employees, agents, consultants and Representatives (each, an Indemnified Party and collectively, the Indemnified Parties), from and against, and to defend and hold each of the Indemnified Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, fines, suits, costs, assessments, charges, claims, Taxes and Other Taxes (other than Excluded Taxes), expenses, payments or disbursements of any kind whatsoever, including attorneys’ fees and expenses (collectively Losses) which may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred or suffered by or asserted against any Indemnified Party in any way relating to or arising out of (a) this Agreement or any other Loan Document or any Instrument contemplated by or referred to herein or therein, or the transactions contemplated hereby or thereby, or (b) a breach or default (whether or not constituting a Default or Event of Default) by any Credit Party, or (c) any action or proceeding brought by or against an Indemnified Party due to its entering into or being a party to any Loan Document or by reason of its exercising or performing, or causing the exercise or performance of, any right, power, obligation or action under any Loan Document, whether or not related to the enforcement of any Loan Document, or (d) any act or omission of a Credit Party, or (e) the business or operations of any Credit Party or the ownership, management, administration or operation of the Project, any Property or any other property of any Credit Party, except, in each case, with respect to Losses arising entirely out of the gross negligence or willful misconduct of any Indemnified Party. This Section 12.5 shall survive the repayment of the Obligations, the repayment of the Promissory Note and the termination of this Agreement.

12.6 Waiver of Consequential Damages, etc.

To the fullest extent permitted by applicable law, the Credit Parties shall not assert, and hereby waive, any claim against each Indemnified Party, on any theory of liability, for indirect, consequential, punitive, aggravated or exemplary damages (as opposed to direct damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or Instrument contemplated hereby or thereby (or any breach thereof), the transactions contemplated hereby or thereby, the Loan or the use of the proceeds thereof. No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, save to the extent such damages have resulted from the gross negligence or wilful misconduct of such Indemnified Party, as determined by a court of competent jurisdiction by a final and non-appealable judgment.

12.7 Binding Effect; Assignment

This Agreement shall be binding upon and inure to the benefit of the Borrower, the Credit Parties, the Lender and their respective permitted successors and assigns. The Borrower shall not have the right to assign any of its rights or obligations hereunder or any interest herein or in any other Loan Document without the prior written consent of the Lender. Subject to Governmental Requirements, the Lender may, at any time, with the consent of the Borrower (unless an Event of Default shall have occurred and be continuing), assign to its respective successors and Affiliates, or may grant participation to one or more banks, financial institutions or other Persons, in or to all or any part of, and may assign to one or more banks, financial institutions or other Persons, all or any part of, this Agreement, the other Loan Documents and the Loan, and, to the extent of such assignment, such assignee shall have the same obligations, rights and benefits with respect to the Borrower as it would have had if it were a lender hereunder.

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12.8 Governing Law

This Agreement and the other Loan Documents shall be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, not including the conflicts of law and choice of law provisions thereof.

12.9 Waiver of Jury Trial

Each Party hereby waives the right to trial by jury with respect to any dispute between or among the Parties or their Subsidiaries with respect to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby.

12.10 Execution in Counterparts; Facsimile Signatures.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement may be validly executed and delivered by facsimile, portable document format (.pdf) or other electronic transmission, and a signature by facsimile, portable document format (.pdf) or other electronic transmission shall be as effective and binding as delivery of a manually executed originalsignature.

12.11 Inconsistent Provisions

In the event of any conflict between this Agreement and any of the other Loan Documents, the provisions of this Agreement shall govern and be controlling.

12.12 Release of Security Documents; Termination of Covenants

Upon (a) the Maturity Date, (b) the payment in full of the Loan and all accrued and interest thereon, (c) the payment in full of all other fees, expenses and other amounts due hereunder and under each other Loan Document, and (d) the complete and irrevocable payment and performance of all Obligations (other than provisions of such agreements which by the terms of such agreements survive the termination of this Agreement), then (i) all covenants of the Borrower in Articles 7 and 8 hereof will terminate, and (ii) at the request of the Borrower, the Lender will release the Security Documents.

12.13 Severability

If any provision hereof is determined to be ineffective or unenforceable for any reason, the remaining provisions hereof shall remain in effect, binding on the parties and enforceable at the election of the Lender in its sole discretion.

12.14 Survival of Representations and Warranties

All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of any Loan.

12.15 Entire Agreement; Schedules and Exhibits.

This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof, superseding all prior statements, representations, discussions, agreements and understandings, oral or written, relating to such subject matter, including all term sheets and commitment letters.

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12.16 Further Assurances

Each Credit Party shall execute, acknowledge and deliver to the Lender such other and further documents, certificates and Instruments and do or cause to be done such other acts as the Lender reasonably determines to be necessary or desirable to effect the intent of the parties to this Agreement or otherwise to protect and preserve the interests of the Lender hereunder, promptly upon request of the Lender, including the execution and delivery of any and all documents, certificates and Instruments which are necessary or advisable to create, protect, maintain or perfect in favor of the Lender, Liens on all Collateral of the Credit Parties.

12.17 Guarantors

The Borrower and the other Credit Parties are engaged in related businesses and are integrated to such an extent that the financial strength and flexibility of each Credit Party has a direct, tangible and immediate impact on the success of the other Credit Parties. Each Guarantor will derive substantial direct and indirect benefit from the maintenance of the Loan to the Borrower. Each Guarantor waives any right to revoke, terminate or suspend its Guarantee and acknowledges that it entered into such Guarantee in contemplation of the benefits that it would receive by this Agreement.

12.18 Acknowledgements

Each of the parties hereto hereby acknowledges that:

	(a)	it has been advised by its own legal counsel in the negotiation, preparation, execution and delivery of this Agreement and each other Loan Document;
	(b)	this Agreement and the other Loan Documents shall not be construed against any party or more favourably in favor of any party based upon which party drafted the same, it being agreed and acknowledged that all parties contributed substantially to the negotiation and preparation of this Agreement and the other Loan Documents;
	(c)	the Lender has no fiduciary relationship with or duty to the Borrower or any other Credit Party arising out of or in connection with this Agreement or any other agreement, arrangement, Instrument or investment, and the relationship between the Lender, on one hand, and the Borrower and the other Credit Parties, on the other hand, in connection herewith is solely that of debtor and creditor;
	(d)	neither this Agreement nor any other Loan Document to which any Credit Party and the Lender is a party creates a joint venture, partnership, agency relationship or fiduciary duty, and no joint venture, partnership, agency relationship or fiduciary duty shall be deemed to exist, between the Lender and the Borrower or between the Lender and any other Credit Party;
	(e)	the Lender is and has been acting solely as a principal and the Lender has not been, is not, and will not be, acting as an advisor, agent or fiduciary for the Borrower or any Credit Party;
	(f)	the Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the Credit Parties and their Affiliates, and the Lender has no obligation to disclose any of such interests to the Borrower, the Credit Parties or their Affiliates; and
	(g)	no Credit Party will claim that any Lender has rendered advisory services of any nature or with respect to, or owes a fiduciary or similar duty to, any Credit Party in connection with this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby, or the process leading thereto.

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12.19 Judgment Currency

In the event of a judgment or order being rendered by any court or tribunal for the payment of any amounts owing to the Lender under this Agreement or for the payment of damages in respect of any breach of this Agreement or under or in respect of a judgment or order of another court or tribunal for the payment of such amounts or damages, such judgment or order being expressed in a currency (the Judgment Currency) other than the currency payable hereunder or thereunder (the Agreed Currency), the party against whom the judgment or order is made shall indemnify and hold the Lender harmless against any deficiency in terms of the Agreed Currency in the amounts received by the Lender arising or resulting from any variation as between (a) the exchange rate at which the Agreed Currency is converted into the Judgment Currency for the purposes of such judgment or order, and (b) the exchange rate at which the Lender is able to purchase the Agreed Currency with the amount of the Judgment Currency actually received by the Lender on the date of such receipt. The indemnity in this Section shall constitute a separate and independent obligation from the other obligations of the Credit Parties hereunder, shall apply irrespective of any indulgence granted by the Lender, and shall be secured by the Security Documents.

12.20 Submission to Jurisdiction; Venue; Service

Each Credit Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Province of Ontario, Canada, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Credit Party or its properties in the courts of any jurisdiction.

	(a)	Each Credit Party irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 12.20 hereof. Each Credit Party hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
	(b)	Each Credit Party hereto irrevocably consents to service of process in the manner provided for notices in Section 12.2 hereof. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

[Signatures on following page]

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SCHEDULE 1.1
(aaa) MINERAL
PROPERTIES

See attached.

A. Galena Complex Properties

B. Cosalá Operations

Reference is made to the Encumbrances set out in Americas Silver Corporation' s most recent technical report entitled "Technical Report and Preliminary Economic Assessment, Nuestra Senora, San Xxxxxx and El Cajon Deposits" prepared by Mine Development Associates, dated April 12, 2013 for Reserve Estimate and Preliminary Economic Assessment as at December 31, 2012, a copy of which has been provided and posted on SEDAR.

Agreements and Encumbrances

The concessions known as El Cajon, El Cajon 0, Xx Xxxxxxxxx, Xx Xxxxxxxxx, and Simon are subject to a 1.25% net smelter return ("NSR") royalty payable on future production to a subsidiary of Grupo Mexico.

Surface Rights

Prior to acquiring Platte River Gold Inc., Americas Silver Corporation, at that time known as Scorpio Mining Corporation, purchased the surface rights to 253 hectares that overlie the main areas of mineralization at San Xxxxxx and El Cajon. The cost of the surface rights was US$172,500 and was paid to the ejido Xxxxxxx Larga. Ejidos are registered communal organizations that own much of the surface rights to rural land in Mexico. While the transfer of title for that land was being ratified, a Presidential decree changed the transfer process for all ejido lands in Mexico. The new process requires the approval of Secretaria de Medio Ambiente y Recursos Naturales ("SEMARNAT") prior to title transfer of ejido lands. As a consequence of that decree, during 0000 XXXXXXXX rejected the title transfer to PRG of the 253 hectares at San Xxxxxx and El Cajon. Although a legal challenge to this rejection is available, Americas Silver Corporation chose to negotiate an alternative land access agreement with the ejido to grant temporary use of the land for a period of 30 years and includes the establishment of mining and processing operations. Negotiations successfully incorporated an additional 174.3 hectares from Xxxxxxx Larga and 49.4 hectares from the ejido Los Molinos immediately adjacent to the original area for an additional $250,000. These land access agreements have been registered with the national agrarian authority. In late 2006, Minera Cosala through its employee Xxxxx Xxxxx purchased 118 hectares of surface lands situated 3km northwest of the Nuestra Senora property, as a location for the processing plant facility and pond, from the ejido of the Cosala area. In 2007, the ejido's main assembly meeting granted Xx. Xxxxx full domain over the lands. Xx. Xxxxx then granted to Minera Cosahi an irrevocable power of attorney allowing Minera Cosala to act as Xx. Xxxxx'x designee to process the transfer of the land title. On January 26, 2009, the title to the surface lands was issued in the name of Xxxxx Xxxxx. The subsequent transfer of the title to these surface lands from Xxxxx Xxxxx to Triturados Noroeste S.A. de C.V. was completed in December 2009, and the lands were then immediately transferred to Minera Cosala. These transactions were registered and confirmed with the government authorities on February 26, 2010.

Americas Silver Corporation has a surface land agreement with the University of Sinaloa that covers the Nuestra Sefiora and Santo Xxxxxxx deposits. The deposits are covered by an ecological reserve owned and managed by the University. This agreement allows Americas Silver Corporation to conduct exploration and mining activities on the concessions owned by Americas Silver Corporation and covered by the agreement. Americas Silver Corporation's access road used for haulage goes through the reserve and is the major issue addressed in the access agreement.

Reference is made to Figure 4.3 of the Technical Report, which shows the access and surface rights controlled by Americas Silver Corporation.

1. Minera Cosalá

NOMBRE DE LOTE	TITULO	EXPEDIEINTE	SUSTITUYE AL	VIGENC IA DE INICIO	VIGENC IA FINAL	SUPERFI CIE  (HAS)	ESTAT US	XXXXXXXX XXXXX ACTUAL	XXXXXXXXX	XXXXXX
Xx Xxxxx Xxxxxxx	000000	095/01913	153821	22 de octubre de 1980	21 de octubre de 2030	64.0000	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
Anexas Del Angel	167216	095/01947	154622	22 de octubre de 1980	21 de octubre de 2030	56.0000	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
Anexas al Predio	167217	095/02620	158738	22 de octubre de 1980	21 de octubre de 2030	20.0000	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
El Cajon 2	210988	095/10547		29 de febrero de 2000	28 de febrero de 2050	922.8364	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
La Seca Fracc. 1	222214	095/12083		3 de junio de 2004	2 de junio de 2054	7,514.5894	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
La Seca Fracc. 2	222215	095/12083		3 de junio de 2004	2 de junio de 2054	9.7558	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
La Seca 2 Fraccion 1	-	2/2-0226	223178	29 de octubre de 2004	28 de octubre de 2054	3,539.0701	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
La Seca 2 Fraccion 2	223179	095/12091		29 de octubre de 2004	28 de octubre de 2054	88.2008	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
La Seca 3	225354	095/12358		24 xx xxxxxx de 2005	23 xx xxxxxx de 2055	200.0000	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
El Magistral	225864	2/1/02555	210428	4 de noviembr e de 2005	3 de noviembr e de 2055	80.5674	vigent e	Industrial Minera Mexico S.A. de C.V.	Cosala	Sinaloa
La Escondida	225865	2/1/02556	210380	4 de noviembr e de 2005	3 de noviembr e de 2055	112.0000	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
Simon	225867	2/1/02561	210566	3 de noviembr e de 2005	3 de noviembr e de 2055	245.7530	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
El Cajon	226288	2/1/02534	209920	6 de diciembre de 2005	5 de diciembre de 2055	26.1143	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa

Ampl. El Magistral	226527	095/12357		24 de enero de 2006	23 de enero de 2056	614.5519	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa
El Xxxx	227527	025/31898		6 de xxxxx de 2006	5 de xxxxx de 2056	40.0000	vigent e	Minera Cosala S.A. de C.V.	Tamazula	Durango
Xxxxx	231635	025/31900		00 xx xxxxx xx 0000	00 xx xxxxx xx 2058	1,141.2655	vigent e	Minera Cosala S.A. de C.V.	Tamazula	Durango
Cosala 2	239504	095/13520		15 de diciembre de 2011	14 de diciembre de 2061	307.1945	vigent e	Minera Cosala S.A. de C.V.	Cosala	Sinaloa

II. Minera Platte

NOMBRE DE LOTE	TITULO	EXPEDI EINTE	SUSTITUYE AL	VIGENC IA DE INICIO	VIGENC IA FINAL	SUPERFI CIE (HAS)	ESTAT US	XXXXXXXX XXXXX ACTUAL	XXXXXXXXX	XXXXXX
Xx Xxxxxx	000000	095/02048		30 de septiembr e de 1971	29 de septiembr e de 2021	21.0000	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
La Verde	156662	095/02214		14 de abril de 1972	13 de abril de 2022	100.0000	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xx Xxxx	000000	321.1/9.00 028	163373	21 de septiembr e de 1983	20 de septiembr e de 2033	100.0000	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
La Xxxxxxxx	172855	095/00961	149581	00 xx xxxxx xx 0000	00 xx xxxxx xx 1984	49,123.00 00	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Ampl. Los Cristos	178095	321.1/9- 204		11 de xxxxx de 1986	10 de xxxxx de 2036	95.6962	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Tamazula	Xxxxxxx
Xx Xxxx	000000	321.1/2- 547	174725	00 xx xxxxx xx 0000	00 xx xxxxx xx 2040	15.0000	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa

Xxxxx	207259	095/09629		00 xx xxxx xx 0000	00 xx xxxx xx 2048	148.6011	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Real de Montecrist o	207640	2/1.3/1325	188118	00 xx xxxxx xx 0000	00 xx xxxxx xx 2048	29.2739	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Mina Magistral	210893	095/10692		27 de enero de 2000	26 de enero de 2050	84.9234	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Las Milpas	211200	095/10719		11 de abril de 2000	10 de abril de 2050	20.9499	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx 3	213060	095/11494		0 xx xxxxx xx 0000	0 xx xxxxx xx 2051	200.0000	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxxx 2	213820	095/11497		3 de xxxxx de 2001	2 de xxxxx de 2051	16.0000	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
El Xxxxxx	213989	095/11585		13 de xxxxx de 2001	12 de xxxxx de 2051	13.9117	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Xxxxxxx
Xxx Xxxxxxxx	000000	095/11778		22 de noviembr e de 2001	21 de noviembr e de 2051	9.0000	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxxx Xxxxx	216419	095/11806		00 xx xxxx xx 0000	00 xx xxxx xx 2050	19.1510	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
San Xxxxxx	217225	25/29763		0 xx xxxxx xx 0000	0 xx xxxxx xx 2052	33.9364	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Durango
San Xxxx	218562	25/30770		22 de noviembr e de 2002	21 de noviembr e de 2052	11.6694	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Durango
Orion Fracc. A	220668	093/12037		9 de septiembr e de 2003	8 de septiembr e de 2053	10.0000	Vigente	Xxxx Xxxxxxxx Xxxxxxx Xxxxxxxx	Cosala	Sinaloa

Orion Fracc. B	220669	093/12037		9 de septiembr e de 2003	8 de septiembr e de 2053	4.5014	Vigente	Xxxx Xxxxxxxx Xxxxxxx Xxxxxxxx	Cosala	Sinaloa
Los Cristos	221715	025/31229		00 xx xxxxx xx 0000	00 xx xxxxx xx 2054	599.3038	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Tamazula	Durango
San Xxxx	222966	025/31355		30 de septiembr e de 2004	29 de septiembr e de 2051	12.0000	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Durango
San Xxxx	223686	025/31423		3 de febrero de 2005	2 de febrero de 2055	0.4658	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Durango
El Xxxxxx	224738	025/31777		7 de junio de 2005	6 de junio de 2055	300.0000	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Durango
Xxxxxxx	225146	095/12204		26 de xxxxx de 2005	25 de xxxxx de 2055	2,144.337 9	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
El Tepozan	226179	025/31548		25 de noviembr e de 2005	24 de noviembr e de 2055	841.9285	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Durango
Rich 1	226550	095/12374		26 de enero de 2006	25 de enero de 2056	179.9372	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx 2	226587	095/12242		27 de enero de 2006	26 de enero de 2056	519.7330	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx 2 Fraccion 2	226588	095/12242		27 de enero de 2006	26 de enero de 2056	0.5108	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Rich 2	227568	095/12509		6 de xxxxx de 2006	5 de xxxxx de 2056	199.8364	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Venado	228013	095/12522		26 de septiembr e de 2006	25 de septiembr e de 2056	85.5091	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Venado	228014	095/12523		26 de septiembr e de 2006	25 de septiembr e de 2056	100.0000	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa

Tano	235521	095/13118		11 de diciembre de 2009	10 de diciembre de 2059	596.1570	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Rich 5	237398	095/12829		9 de diciembre de 2010	8 de diciembre de 2060	1,601.000 0	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Rich 6	237399	095/12853		9 de diciembre de 2010	8 de diciembre de 2060	37.1636	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
El Salto	237531	095/12766		21 de diciembre de 2010	20 de diciembre de 2060	30.3760	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
EL Xxxxx	237532	095/12767		21 de diciembre de 2010	20 de diciembre de 2060	17.5283	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Biro	237533	095/13225		21 de diciembre de 2010	20 de diciembre de 2060	183.1473	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Rich 3	237541	095/12827		21 de diciembre de 2010	20 de diciembre de 2060	1.7425	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx 3	237656	095/12786		20 de abril de 2011	19 de abril de 2061	13.3281	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx 5	237657	095/12823		20 de abril de 2011	19 de abril de 2061	0.3214	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx 4	237658	095/12824		20 de abril de 2011	19 de abril de 2061	0.5423	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx 6	237659	095/12825		20 de abril de 2011	19 de abril de 2061	0.7701	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx 7	237660	095/12826		20 de abril de 2011	19 de abril de 2060	2.5396	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Xxxxxxx

Xx Xxxxxxxx	000000	2/4/00061	214759	26 de abril de 2011	21 de noviembr e de 2051	61.8585	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Rich 4	237827	095/12828		29 de abril de 2011	28 de abril de 2061	0.5889	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Xxxxxxx
Xxxx	000000	2/4/00053	213412	26 xx xxxxxx de 2011	10 de octubre de 2051	47.8902	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Xxxxxxx
Xx Xxxx	000000	2/4/00055	218187	00 xx xxxxxx xx 0000	00 xx xxxx xx 2051	590.0487	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx 5	238287	2/4/00057	213069	00 xx xxxxxx xx 0000	0 xx xxxxx xx 2051	63.1020	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx Fracc. A	238288	2/4/00059	218571	00 xx xxxxxx xx 0000	00 xx xxxxx xx 2050	186.3836	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
San Xxxx	238289	2/4/00060	205217	00 xx xxxxxx xx 0000	0 xx xxxxx xx 2047	239.9812	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Humaya	238290	2/4/00062	210466	26 xx xxxxxx de 2011	7 de octubre de 2049	289.1274	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxxxxxx	000000	2/4/00063	225804	30 xx xxxxxx de 2011	25 de octubre de 2055	6.9769	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx	238330	2/4/00065	228020	30 xx xxxxxx de 2011	26 de septiembr e de 2056	198.8591	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Xxxxxxx
Xxxxxxx	000000	095/12768		11 de octubre de 2011	10 de octubre de 2061	7.7743	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx	240925	2/4/00052	216057	15 xx xxxxxx de 2012	1 de abril de 2052	60.0785	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa

Xxxxxx	240926	2/4/00054	210637	15 xx xxxxxx de 2012	28 de octubre de 2049	53.0697	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx 4	240927	2/4/00056	213019	00 xx xxxxxx xx 0000	0 xx xxxxx xx 2051	56.0000	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
San Xxxxx	240928	2/4/00058	214827	00 xx xxxxxx xx 0000	0 xx xxxxxxxxx xx 2051	278.4991	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxx Fracc. B	240929	2/4/00064	218572	00 xx xxxxxx xx 0000	00 xx xxxxx xx 2050	48.9471	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxxx	240930	2/4/00066	213950	00 xx xxxxxx xx 0000	00 xx xxxxx xx 2051	54.6931	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Tepozan 2	241357	025/37327		22 de noviembr e de 2012	21 de noviembr e de 2062	776.2294	Cancela do	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Durango
Tepozan 1	241825	025/37326		00 xx xxxxx xx 0000	00 xx xxxxx xx 2063	718.8578	Vigente	Minera Platte River Gold S. de X.X. de X.X.	Xxxxxx	Durango
Xxxxx 6	242315	2/4/00051	214500	28 de junio de 2013	1 de octubre de 2051	174.7555	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa
Xxxxxxxx 2	243381	095/14458		12 de septiembr e de 2014	11 de septiembr e de 2064	1,000.000 0	Vigente	Minera Platte River Gold S. de X.X. de C.V.	Cosala	Sinaloa

SCHEDULE 1.1
(fff)(xviii)) LIENS

UCC registrations attached.

PPSA registrations to be provided.

Mexico registrations to be provided.

SCHEDULE 1.1(hhh)
Projects

See Schedule 1.1(aaa) .

SCHEDULE 1.1(jjj)
Properties

See Schedule 1.1(aaa) .

SCHEDULE 2.3
Use of Proceeds

Indicative Payment
Schedule Americas
Silver Corporation
USD 000's

Description	Explanation	Amount
Corporate and Operational Severance		$ 450-550
Mine Supply Payments - Idaho
Zanetti Trucking	Concentrate Shipments	230
NorthWest Mine Supply	Critical Supplier	415
Avista Utilities	Utility Provider	350
Idaho Property Taxes	1st half year tax payment	210
Various others past due		410
Mine Supply Payments - Mexico
Global Resource Engineering	Work on resource modeling	100
Mine Ore Haulage		110
Concentrate Trucking Services		60
Drilling		30
Cement Supplier		50
Equipment Repairs		30
Professional fees	Various past due professional fees	245
San Xxxxxx Technical Study	Mine Development Associates	125

Note: All amounts referred to above are reasonable estimates based on good faith estimates of where funds will be allocated; however, the parties acknowledge and agree that the Borrower may (acting reasonably and in good faith) reallocate any amount from one line item to another or prioritize such other amounts as are required by statute or to preserve the value of the Collateral.

SCHEDULE 6.1(g)
Capital Structure

Record Owner	Issuer	Certificate No.	Number and Class of Shares	% of Shares Owned
Americas Silver Corporation	Scorpio Holding Two Limited	N/A	10,100	100%
Americas Silver Corporation	Platte River Gold Inc.	N/A	21,187,010	100%
Platte River Gold Inc.	Minera Platte River Gold s. de X.X. de C.V.	N/A	250,769,564	99.9%
Platte River Gold Inc.	Minera Cayeros S. de X.X. de C.V.	N/A	1	99.9%
Scorpio Holding One Limited	Minera Cosalá S.A. de C.V.	N/A	478,523,040	99.9%
Scorpio Holding Two Limited	Scorpio Holding One Limited	N/A	1	100%
Americas Silver Corporation	U.S. Silver & Gold Inc.	N/A	81,826,629	100%
U.S. Silver & Gold Inc.	RX Gold & Silver Inc.	1	168,974,816	100%
U.S. Silver & Gold Inc.	U.S. Silver Corporation	1	61,204,002	88%
RX Gold & Silver Inc.	U.S. Silver Corporation	2	9,864	12%
RX Gold & Silver Inc.	U.S. Silver Corporation	3	8,088,200
RX Gold & Silver Inc.	Bald Butte Ltd.	1C	100	100%
RX Gold & Silver Inc.	RX Mining Corp.	1	100	100%
RX Gold & Silver Inc.	RX Mining Corp.	2	1000
USSG LP	Drumlummon ULC	5	1,100	100%
United States Silver, Inc.	U.S. Silver – Idaho Inc.	C-7	1,000	100%
U.S. Silver Corporation	United States Silver, Inc.	C-200	1,000	100%
U.S. Silver Corporation	Drumlummon Gold Corp.	2	100	100%
U.S. Silver Corporation	Drumlummon US Ltd.	2	100	100%
U.S. Silver Corporation	USSG Cayman Ltd.	001	1	100%

Record Owner	Issuer	Certificate No.	Number and Class of Shares	% of Shares Owned
U.S. Silver Corporation	USSG LP	1	N/A	99.9%
USSG Cayman Ltd.	USSG LP	1	N/A	0.1%

U.S. Silver & Gold Inc. has issued warrants to purchase common shares through private placements and as compensation to various brokers in connection therewith. As at the date hereof, 23,069,867 warrants to purchase common shares are outstanding. With consideration to the December 2014 Consolidation and Merger a warrant holder would surrender 1 U.S. Silver & Gold Inc. warrant to obtain 1.68 shares of Americas Silver Corporation Therefore, on a post-Consolidation and Merger basis, the US Silver & Gold Inc. warrant holders are entitled to a total of 38,757,377 common shares of Americas Silver Corporation.

Americas Silver Corporation has issued warrants through private placements and as compensation to brokers in connection therewith, since the December 2014 Consolidation and Merger with U.S. Silver and Gold Inc. As at the date hereof 14,903,750 warrants to purchase common shares are outstanding. Combined with the U.S. Silver & Gold Inc. warrants, the current warrant holders are entitled to a total of 53,661,127.

Americas Silver Corporation maintains a stock option plan for eligible employees and enters into stock option agreements in accordance with the terms thereof from time to time. The grant of options to management and the aggregate amount of outstanding options are regularly reported as part of Americas Silver Corporation’s continuous disclosure obligations. As at the date hereof, 23,311,367 options to purchase common shares are outstanding.

EXHIBIT A
Form of Promissory Note

See attached.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS NOTE MUST NOT TRADE THE SECURITY BEFORE JUNE     , 2016.

Certificate No.:	[∙]
CUSIP:	03063L
ISIN:	00000X000

AMERICAS SILVER CORPORATION
(A corporation existing under and governed by the laws of Canada)
SECURED NOTE (the “Note”)
DUE February _____, 2017

AMERICAS SILVER CORPORATION (the “Company”) for value received hereby acknowledges itself indebted and, subject to the provisions of that loan agreement (the “Credit Agreement”) dated as of February _, 2016 between the Company, the Lenders and Guarantors identified on the signature pages thereto, promises to pay to the Security Agent, on behalf of [∙] (the “Holder”) on February _, 2017 (the “Maturity Date”) or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Credit Agreement, the principal sum of [∙] United States Dollars ($[∙]) (the “Principal”) on presentation and surrender of this Note at the offices of the Company in Toronto, Ontario in accordance with the terms of the Credit Agreement and, subject as hereinafter provided, to pay interest on the principal amount hereof at the Interest Rate.

For greater certainty, on each Interest Payment Date, the Borrower shall pay to the Holder interest on the Principal with respect to each quarterly period ending on the Quarterly Date immediately prior to such Interest Payment Date, at a rate of interest per annum based on a 360- day year basis equal to (a) the Interest Rate or (b) the Default Rate, as applicable. Interest accruing at the Default Rate shall be payable on demand. Accrued but unpaid interest on the Principal shall be payable in full on the Maturity Date.

At the option of the Holder in its sole discretion, as evidenced by a written notice thereof delivered to the Company no more than three (3) Business Days prior to each Quarterly Date, the Company shall pay interest on the Principal in either immediately available funds in United States Dollars or by delivery of Tradable Shares (the “Interest Shares”) to the Holder, with such payment being due on the Interest Payment Date immediately following such Quarterly Date. If the Holder does not deliver a written notice within the aforementioned period of time, then the Holder will be deemed to have elected to have interest payable to it on the relevant Interest Payment Date by delivery of Interest Shares. The number of Interest Shares which are required to be delivered by the Company to the Holder in satisfaction of any interest payment payable by the delivery of Interest Shares shall be included in the notice provided by the Holder and shall be determined by the Holder by calculating the quotient of (i) the United States Dollar amount of the interest on the Principal which is due as of the Quarterly Date immediately prior to such Interest Payment Date (as converted into Canadian Dollars by the Holder by reference to the noon spot rate as published by the Bank of Canada on the business day preceding the applicable Interest Payment Date), divided by (ii) the Market Price on such Quarterly Date immediately prior to such Interest Payment Date. Payment of interest on the Principal by the delivery of Interest Shares shall be deemed satisfied upon irrevocable delivery of the appropriate number of Interest Shares to the Holder on each Interest Payment Date.

Reference is hereby expressly made to the Credit Agreement for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Company, all to the same effect as if the provisions of the Credit Agreement were herein set forth, and to all of which provisions the holder of this Note by acceptance hereof assents. To the extent that the terms and conditions stated in this Note conflict with the terms and conditions of the Credit Agreement, the latter shall prevail. All capitalized terms used herein have the meaning ascribed thereto in the Credit Agreement unless otherwise indicated.

This Note is one of the Notes of the Company issued under the provisions of the Credit Agreement. The Notes authorized for issue are limited to an aggregate principal amount of two million nine hundred thousand United States Dollars ($2,900,000).

This Note may be prepaid in full without penalty at the option of the Company on the terms and conditions set out in the Credit Agreement, plus accrued and unpaid interest.

The indebtedness, liabilities and obligations of the Company under this Note are direct secured obligations of the Company, and will rank equally with one another and in priority to all unsecured and unsubordinated indebtedness of the Company except as prescribed by law.

The Principal hereof may become or be declared due and payable before the stated maturity in the events, in the manner, with the effect and at the times provided in the Credit Agreement.

Resolutions passed by the Lenders under the Credit Agreement shall be binding upon the Holder of this Note.

This Note may only be transferred, upon compliance with the conditions prescribed in the Credit Agreement for the transfer or assignment of the Loan.

The Credit Agreement and this Note shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[Signature Page to Follow]

IN WITNESS WHEREOF AMERICAS SILVER CORPORATION has caused this Note to be signed by its authorized signatories as of the _ day of February, 2016.

AMERICAS SILVER CORPORATION

Per:

Name:

Title:

EXHIBIT B
Form of Warrant

See attached.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE [∙] 2016.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 4:30 P.M. (TORONTO TIME) ON FEBRUARY [∙] 2019.

[THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF AMERICAS SILVER CORPORATION (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH RULE 144 OR RULE 144A, IF AVAILABLE, UNDER THE U.S. SECURITIES ACT OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AFTER, IN THE CASE OF TRANSFERS UNDER CLAUSE (C) OR (D), THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT, OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE U.S. SECURITIES ACT.]

WARRANTS TO PURCHASE
COMMON SHARES OF AMERICAS SILVER CORPORATION

Warrant Certificate Number: [∙] Number of Warrants: [∙]

THIS IS TO CERTIFY THAT for value received [∙] (the "Warrantholder") has the right to purchase, in respect of each whole warrant ("Warrants") represented by this certificate or by a replacement certificate (in either case this "Warrant Certificate"), at any time prior to 4:30 p.m. (Toronto Time) on February [∙] 2019 (the "Expiry Time") one fully paid and non-assessable common share ("Common Shares" and which term shall include any shares or other securities to be issued in addition thereto or in substitution or replacement therefor as provided herein) of Americas Silver Corporation (the "Corporation"), a corporation existing under the Business Corporations Act (Canada), at a purchase price (the purchase price in effect from time to time being called the "Exercise Price") of CAD$0.10 per Common Share, subject to adjustment as provided herein.

1

Nothing contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after the Expiry Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and of no value.

Notwithstanding anything to the contrary herein, the Warrantholder shall not exercise any right hereunder in the event that the exercise of such right would result in the Warrantholder (including any person acting jointly or in concert with the Warrantholder) having beneficial ownership (as defined in section 90 of the Securities Act (Ontario)) of 10% or more of the issued and outstanding Common Shares.

The above provisions are subject to the following:

1.	Exercise: In the event that the Warrantholder desires to exercise the right to purchase Common Shares conferred hereby, the Warrantholder shall (a) complete and execute a subscription form in the form attached as Schedule A to this Warrant Certificate, (b) surrender this Warrant Certificate to the Corporation in accordance with section 7 hereof, and (c) pay the amount payable in respect of the Common Shares subscribed for, pursuant to the exercise of such Warrants, by certified cheque, bank draft or money order in lawful money of Canada payable to the Corporation or by transmitting same day funds in lawful money of Canada by wire to such account as the Corporation shall direct the Warrantholder. Upon such surrender and payment as aforesaid, the Warrantholder shall be deemed for all purposes to be the holder of record of the number of Common Shares to be so issued and the Warrantholder shall be entitled to delivery of a certificate or certificates representing such Common Shares and the Corporation shall cause such certificate or certificates to be delivered to the Warrantholder at the address specified in the subscription form within three Business Days after such surrender and payment as aforesaid.
2.	No Fractional Common Shares: No fractional Common Shares will be issuable upon any exercise of the Warrants and the Warrantholder will not be entitled to any cash payment or compensation in lieu of a fractional Common Share.
3.	Partial Exercise: The Warrantholder may from time to time subscribe for and purchase any lesser number of Common Shares than the total number of Common Shares expressed in this Warrant Certificate. In the event that the Warrantholder subscribes for and purchases any such lesser number of Common Shares prior to the Expiry Time, the Warrantholder shall be entitled to receive a replacement certificate representing the unexercised balance of the Warrants.
4.	Not a Shareholder: The holding of the Warrants shall not constitute the Warrantholder a shareholder of the Corporation nor entitle the Warrantholder to any right or interest in respect thereof except as expressly provided in this Warrant Certificate.
5.	Anti-Dilution Protection:

(1) Definitions: For the purposes of this section 5, unless there is something in the subject matter or context inconsistent therewith, the words and terms defined below shall have the respective meanings specified therefor in this subsection 5(1):

(a) "Adjustment Period" means the period commencing on the date of issue of the Warrants and ending at the Expiry Time;

2

		(b)	"Current Market Price" of the Common Shares at any date means the price per share equal to the weighted average price at which the Common Shares have traded on the Toronto Stock Exchange (the "Exchange") or, if the Common Shares are not then listed on the Exchange, on such other Canadian stock exchange as may be selected by the directors of the Corporation for such purpose or, if the Common Shares are not then listed on any Canadian stock exchange, in the over-the-counter market, during the period of 20 consecutive trading days ending five trading days before such date; provided that the weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold on the said exchange or market, as the case may be, during such 20 consecutive trading days by the total number of Common Shares so sold; and provided further that if the Common Shares are not then listed on any Canadian stock exchange or traded in the over-the-counter market, then the Current Market Price shall be determined by a firm of independent chartered accountants selected by the directors of the Corporation;
		(c)	"director" means a director of the Corporation for the time being and, unless otherwise specified herein, a reference to action "by the directors" means action by the directors of the Corporation as a board or, whenever empowered, action by any committee of the directors of the Corporation; and
		(d)	"trading day" with respect to a stock exchange or over-the-counter market means a day on which such stock exchange or market is open for business.

(2) Adjustments: The Exercise Price and the number of Common Shares issuable to the Warrantholder upon the exercise of the Warrants shall be subject to adjustment from time to time in the events and in the manner provided as follows:

(a) If at any time during the Adjustment Period the Corporation shall:

		(i)	fix a record date for the issue of, or issue, Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend;
		(ii)	fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares;
		(iii)	subdivide the outstanding Common Shares into a greater number of Common Shares; or
		(iv)	consolidate the outstanding Common Shares into a lesser number of Common Shares,

(any of such events in subclauses 5(2)(a)(i), 5(2)(a)(ii), 5(2)(a)(iii) and 5(2)(a)(iv) above being herein called a "Common Share Reorganization"), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Common Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

A. the numerator of which shall be the number of Common Shares outstanding on such record date or effective date, as the case may be, before giving effect to such Common Share Reorganization; and

3

B. the denominator of which shall be the number of Common Shares which will be outstanding immediately after giving effect to such Common Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such date).

To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(2)(a) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. Any Warrantholder who has not exercised his right to subscribe for and purchase Common Shares on or prior to the record date of such stock dividend or distribution or the effective date of such subdivision or consolidation, as the case may be, upon the exercise of such right thereafter prior to the Expiry Time shall be entitled to receive and shall accept in lieu of the number of Common Shares then subscribed for and purchased by such Warrantholder, at the Exercise Price determined in accordance with this clause 5(2)(a) the aggregate number of Common Shares that such Warrantholder would have been entitled to receive as a result of such Common Share Reorganization, if, on such record date or effective date, as the case may be, such Warrantholder had been the holder of record of the number of Common Shares so subscribed for and purchased.

(b) If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the "Rights Period"), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or in the case of securities exchangeable for or convertible into Common Shares, at an exchange or conversion price per share) at the date of issue of such securities of less than 95% of the Current Market Price of the Common Shares on such record date (any of such events being called a "Rights Offering"), the Exercise Price shall be adjusted effective immediately after the record date for such Rights Offering to the amount determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the numerator of which shall be the aggregate of

		A.	the number of Common Shares outstanding on the record date for the Rights Offering, and
		B.	the quotient determined by dividing

4

		(1)	either (a) the product of the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Common Shares are offered, or, (b) the product of the exchange or conversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, by
		(2)	the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

(ii) the denominator of which shall be the aggregate of the number of Common Shares outstanding on such record date and the number of Common Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares for or into which such securities may be exchanged or converted).

If by the terms of the rights, options, or warrants referred to in this clause 5(2)(b), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(2)(b) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this clause 5(2)(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

(c) If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of:

		(i)	shares of the Corporation of any class other than Common Shares;
		(ii)	rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share (or in the case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share) at the date of issue of such securities to the holder of at least 95% of the Current Market Price of the Common Shares on such record date);

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		(iii)	evidences of indebtedness of the Corporation; or
		(iv)	any property or assets of the Corporation;

and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:

A. the numerator of which shall be the difference between

		(1)	the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and
		(2)	the fair value, as determined by the directors of the Corporation and subject to Exchange approval, to the holders of Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and

B. the denominator of which shall be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date.

Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(2)(c) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares referred to in this clause 5(2)(c), the Exercise Price shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect based upon the number of Common Shares issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

(d) If at any time during the Adjustment Period there shall occur:

		(i)	a reclassification or redesignation of the Common Shares, a change of the Common Shares into other shares or securities or any other capital reorganization involving the Common Shares other than a Common Share Reorganization;
		(ii)	a consolidation, amalgamation, arrangement or merger of the Corporation with or into another body corporate which results in a reclassification or redesignation of the Common Shares or a change or exchange of the Common Shares into other shares, securities or property; or
		(iii)	the transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or entity; (any of such events being called a "Capital Reorganization"), after the effective date of the Capital Reorganization the Warrantholder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of Common Shares to which the Warrantholder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of other shares, securities or property resulting from the Capital Reorganization which the Warrantholder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Warrantholder had been the registered holder of the number of Common Shares which the Warrantholder was theretofore entitled to purchase or receive upon the exercise of the Warrants. If necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Warrant Certificate with respect to the rights and interests thereafter of the Warrantholder to the end that the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any other shares, securities or property thereafter deliverable upon the exercise of the Warrants.

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		(e)	If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the provisions of clause 5(2)(a) of this Warrant Certificate, then the number of Common Shares purchasable upon the subsequent exercise of the Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Common Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price.
		(f)	In any case in which this section 5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder after such record date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the Date of Conversion or such later date as such holder would, but for the provisions of this section 5, have become the holder of record of such additional Common Shares.

(3) Rules: The following rules and procedures shall be applicable to adjustments made pursuant to subsection 5(2) hereof:

		(a)	Subject to the following clauses of this subsection 5(3), any adjustment made pursuant to subsection 5(2) hereof shall be made successively whenever an event referred to therein shall occur.
		(b)	No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise Price and no adjustment shall be made in the number of Common Shares purchasable or issuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this clause 5(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of subsection 5(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Warrants (except in respect of the Common Share Reorganization described in subclause 5(2)(a)(iv) hereof or a Capital Reorganization described in subclause 5(2)(d) hereof).

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		(c)	No adjustment in the Exercise Price or in the number or kind of securities purchasable upon the exercise of the Warrants shall be made in respect of any event described in section 5 hereof if the Warrantholder is entitled, subject to the approval of the Exchange, to participate in such event on the same terms mutatis mutandis as if the Warrantholder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
		(d)	If at any time during the Adjustment Period the Corporation shall take any action affecting the Common Shares, other than an action described in subsection 5(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of Warrantholders, either, or both, the Exercise Price and the number of Common Shares purchasable upon exercise of Warrants shall be adjusted in such manner and at such time by action by the directors, in their sole discretion, subject to Exchange approval, as may be equitable in the circumstances. Failure of the taking of action by the directors so as to provide for an adjustment prior to the effective date of any action by the Corporation affecting the Common Shares shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances.
		(e)	If the Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of the Warrant shall be required by reason of the setting of such record date.
		(f)	In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in subsection 5(2) hereof, the Corporation may defer, until the occurrence of such event:

		(i)	issuing to the Warrantholder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Common Shares or other securities issuable upon such exercise by reason of the adjustment required by such event; and
		(ii)	delivering to the Warrantholder any distribution declared with respect to such additional Common Shares or other securities after such record date and before such event;

provided, however, that, upon request by the Warrantholder, the Corporation shall deliver to the Warrantholder an appropriate instrument evidencing the right of the Warrantholder upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Common Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common Shares issuable on the exercise of the Warrants.

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	(g)	In the absence of a resolution of the directors fixing a record date for a Rights Offering, the Corporation shall be deemed to have fixed as the record date therefor the date of the issue of the rights, options or warrants issued pursuant to the Rights Offering.
	(h)	If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares purchasable upon the exercise of the Warrants, such disputes shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to subsection 5(2) hereof and shall be binding upon the Corporation and the Warrantholder.
	(i)	As a condition precedent to the taking of any action which would require an adjustment pursuant to subsection 5(2) hereof, including the Exercise Price and the number or class of Common Shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of counsel to the Corporation, be necessary in order that the Corporation may validly and legally issue as fully paid and non-assessable shares all of the Common Shares or other securities which the Warrantholder is entitled to receive in accordance with the provisions of this Warrant Certificate.

(4) Notice: At least 15 days prior to the earlier of the record date or effective date of any event which requires or might require an adjustment in any of the rights of the Warrantholder under this Warrant Certificate, including the Exercise Price or the number of Common Shares which may be purchased under this Warrant Certificate, the Corporation shall deliver to the Warrantholder a certificate of the Corporation specifying the particulars of such event and, if determinable, the required adjustment and the calculation of such adjustment. If it is not reasonably practicable for the Corporation to give 15 days' notice as aforesaid, the Corporation will give as much notice as is reasonably practicable in the circumstances.

6.

Further Assurances: The Corporation hereby covenants and agrees that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all and every such other act, deed and assurance as the Warrantholder shall reasonably require for the better accomplishing and effectuating of the intentions and provisions of this Warrant Certificate.

7.

Notices: All notices or other communications to be given to the Warrantholder by the Corporation under this Warrant Certificate shall be delivered by hand, courier, ordinary prepaid mail or by telecopier; and, if delivered by hand or ordinary prepaid mail, shall be deemed to have been given on the date of delivery and, if sent by telecopier, on the date of transmission if sent before 5:00 p.m. on a Business Day or, if such day is not a Business Day, on the first Business Day following the date of transmission.

Notices to the Warrantholder shall be addressed to:

[∙]

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All notices or other communications to be given to the Corporation by the Warrantholder under this Warrant Certificate shall be delivered by hand, courier or ordinary prepaid mail to the address shown below; and shall be deemed to have been given on the date of receipt by the Corporation.

Notices to the Corporation shall be addressed to:

000 Xxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: General Counsel

The Corporation and the Warrantholder may change its address for service by notice in writing to the other of them specifying its new address for service under this Warrant Certificate.

8. Legends on Common Shares: Any certificate representing Common Shares issued upon the exercise of the Warrants prior to the date which is four months and one day after the date hereof will bear the following legends:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE [∙] 2016"

AND

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE"

provided that at any time subsequent to the date which is four months and one day after the date hereof any certificate representing such Common Shares may be exchanged for a certificate bearing no such legend. The Corporation shall use the best efforts thereof to cause the registrar and transfer agent to deliver the certificate representing such Common Shares within three Business Days after receipt of the legended certificate or certificates.

Any certificate representing Common Shares issued in the United States or to or for the account or benefit of a U.S. Person upon exercise of the Warrants will bear the following legends:

[“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF AMERICAS SILVER CORPORATION (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH RULE 144 OR RULE 144A, IF AVAILABLE, UNDER THE U.S. SECURITIES ACT OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AFTER, IN THE CASE OF TRANSFERS UNDER CLAUSE (C) OR (D), THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”]

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provided, that if such Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and provided that the Corporation is a “foreign issuer” within the meaning of Regulation S at the time of sale, then unless the Corporation or its registrar and transfer agent (or its successor) requires a legal opinion in form and substance reasonably satisfactory to it, the legend may be removed by providing a declaration to the registrar and transfer agent (or its successor) as set forth in Schedule C hereto (or as the Corporation may prescribe from time to time); provided further, that if the Common Shares are being sold under Rule 144, the legend may be removed by delivery to the Corporation of an opinion of counsel of recognized standing and reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under the U.S. Securities Act or state securities laws;

9. Lost Certificate: If this Warrant Certificate or any replacement hereof becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion impose, acting reasonably, issue and deliver a new certificate, in form identical hereto but with appropriate changes, representing any unexercised portion of the subscription rights represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.

10. General:

	(1)	Language: The parties hereto acknowledge and confirm that they have requested that this Warrant Certificate as well as all notices and other documents contemplated hereby be drawn up in the English language. Les parties aux présentes reconnaissent et confirment qu'elles ont exigé que la présente convention ainsi que tous xxx xxxx et documents qui s'y rattachent soient rédigés en langue anglaise.
	(2)	Time of Essence: Time shall be of the essence of this Warrant Certificate.
	(3)	Governing Laws: This Warrant Certificate shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, governing contracts made and to be performed wholly therein, and without reference to its principles governing the choice or conflict of laws.
	(4)	Headings: The headings in this certificate are for reference only and do not constitute terms of this Warrant certificate.

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	(5)	Successors and Assigns: This Warrant Certificate shall enure to the benefit of the Warrantholder and the successors and permitted assigns thereof and shall be binding upon the Corporation and the successors thereof.
	(6)	Day Not a Business Day: In the event that any day on or before which any action is required to be taken hereunder is not a Business Day then such action shall be required to be taken on or before the requisite time on the next day that is a Business Day. For the purposes of this Warrant Certificate, "Business Day" shall mean any day other than a Saturday, Sunday, legal holiday or a day on which banking institutions are closed in Xxxxxxx, Xxxxxxx.

(Remainder of Page is intentionally left blank – Signature on Following Page)

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IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed by an authorized officer as of the ∙ day of February, 2016.

AMERICAS SILVER CORPORATION

By:

Name: Xxxxxx Xxxxxxxx

Title: President and CEO

Schedule A

TO:	AMERICAS SILVER CORPORATION (the “Corporation”)
	000 Xxxx Xxxxxx Xxxx
	Xxxxx 0000
	Xxxxxxx, Xxxxxxx X0X 0X0

SUBSCRIPTION FORM

The undersigned hereby subscribes for __________ common shares ("Common Shares") of Americas Silver Corporation (the "Corporation") (or such other number of common shares or other securities to which such subscription entitles the undersigned in lieu thereof or in addition thereto pursuant to the provisions of the warrant certificate (the "Warrant Certificate") dated as of February [∙] 2016 issued by the Corporation) at the purchase price of CAD$0.∙per Common Share (or at such other purchase price as may be in effect under the provisions of the Warrant Certificate) and on and subject to the other terms and conditions specified in the Warrant Certificate and hereunder and encloses herewith a certified cheque, bank draft or money order in lawful money of Canada payable to the Corporation or has transmitted same day funds in lawful money of Canada by wire to such account as the Corporation directed the undersigned in payment of the subscription price.

By executing this subscription form the undersigned represents and warrants to the Corporation that the undersigned (Please check the ONE box applicable):

[   ]	1.	(i)	either (A) did not execute or deliver this subscription form while within the United States or (B) is a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States holding a discretionary account or similar account (other than an estate or trust) held for the benefit of a person excluded from the definition of "U.S. Person" pursuant to paragraph (k)(2)(i) of Rule 902 of Regulation S (a “U.S. Fiduciary”); and
		(ii)	is not (and is not exercising the Warrants on behalf of) a U.S. Person or person in the United States unless it is a U.S. Fiduciary; and
		(iii)	has in all other respects complied with the terms of Regulation S of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any successor rule or regulation of the United States Securities and Exchange Commission as presently in effect; or
[   ]	2.	is the original purchaser and (a) purchased the Units comprising the Common Shares directly from the Corporation pursuant to a duly executed private placement Subscription Agreement, which included a duly executed “U.S. Accredited Investor Certificate” (each as defined in the Subscription Agreement and referred to herein, collectively with the Subscription Agreement, as the “Subscription Documents”) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units was purchased from the Corporation, has continued to be and is on the date of exercise of the Warrants, an “accredited investor” (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act); and (d) all the representations, warranties and covenants set forth in the original written and duly executed Subscription Documents made by the undersigned for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date hereof; or

[   ] 3. is tendering with this subscription form a written opinion of counsel (which the undersigned acknowledges must be satisfactory to the Corporation) to the effect that the securities to be delivered upon exercise of the Warrants have been registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or are exempt from registration thereunder.

"United States" and "U.S. Person" are as defined by Regulation S under the U.S. Securities Act.

Please issue a certificate for the Common Shares being purchased as follows in the name of the undersigned:

Full Name		Address*			Number of Shares			Payment Enclosed
							$

DATED at __________, __________, this _____ day of , __________20_____.

Signature Witnessed		Signature of Warrantholder (to be the same as appears on the face of this Warrant Certificate) or authorized signing officer if a corporation
Name of Warrantholder:

* Securities will not be delivered to a U.S. address unless box (2) or box (3) above is checked and the holder complies with the requirements thereof. Any securities issued pursuant to box (2) or box (3) may bear, as applicable, legends prohibiting the transfer of the securities except pursuant to registration or an exemption from registration under the U.S. Securities Act and applicable state securities laws. If box (3) above is checked, holders are encouraged to consult with the Corporation in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation.

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Schedule B

TO:	AMERICAS SILVER CORPORATION (the “Corporation”)
	000 Xxxx Xxxxxx Xxxx
	Xxxxx 0000
	Xxxxxxx, Xxxxxxx X0X 0X0

TRANSFER FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto its affiliate (include name and address of the affiliate) Warrants exercisable for Common Shares of the Corporation registered in the name of the undersigned on the register of the Corporation maintained therefor, and hereby irrevocably appoints the attorney of the undersigned to transfer the said securities on the books maintained by the Corporation with full power of substitution. The undersigned hereby represents and warrants that it is transferring the Warrants in accordance with applicable laws and in accordance with the restrictions on transfer set out in the Warrant certificate.

THE UNDERSIGNED TRANSFEROR HEREBY CERTIFIES AND DECLARES that the Warrants are not being offered, sold or transferred to, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) or a person within the United States unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available.

DATED this _____day of __________, 20 .

Signature of Transferor guaranteed by:
Name of Bank or Trust Corporation		Signature of Transferor
		Address of Transferor

Notes:

1.

The signature to this transfer must correspond with the name written upon the face of this Warrant Certificate in every particular without any changes whatsoever.

2.

If the Transfer Form indicates that common shares are to be issued to a person or persons other than the registered holder of the Warrant Certificate, the signature on this Transfer Form must be guaranteed by a Schedule I chartered bank or licensed trust Corporation, or a member of an acceptable medallion guarantee program. The guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. Signature guarantees are not accepted from Treasury Branches or credit unions unless they are members of the Stamp MedallionProgram.

3. Warrants shall only be transferable in accordance with applicable laws and the applicable provisions of the Warrant Certificate. The transfer of Warrants may result in the Common Shares received upon the exercise of the Warrants not being freely tradable in the jurisdiction of the subscriber. The Warrant Certificate contains certain other requirements relating to the transfer of Warrants, including, among other things, in the event the Warrant Certificate bears a legend restricting the transfer of the Common Shares except pursuant to an exemption from registration under the U.S. Securities Act, and applicable state securities laws, this Transfer Form must be accompanied by a properly completed and executed declaration for removal of legend or if Common Shares are transferred in compliance with Rule 144 under the U.S. Securities Act, together with such other documents or instruments as the Corporation may require, which includes an opinion of counsel of recognized standing, reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

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Schedule C

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:	Americas Silver Corporation (the “Corporation”)
AND TO:	The Registrar and transfer agent for the Corporation

The undersigned (a) acknowledges that the sale of the securities of Americas Silver Corporation (the “Corporation”) represented by certificate number to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) certifies that (1) the undersigned is not an “affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of the Toronto Stock Exchange or any other designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S under the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

DATED: __________, 2016.

Name of Seller

By:

Name:

Title:

EXHIBIT C
Lender Commitment

ROYAL CAPITAL MANAGEMENT CORP.	US$1,600,000
XXXXXXX & XXXXXX LLC	US$1,300,000